<PAGE>


                                                                    Exhibit 10.4


                                  CONFIDENTIAL

                                                                           FINAL



               ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT



                                     Between



                             TENASKA GEORGIA I, L.P.
                                     (Owner)



                                       and



                         ZACHRY CONSTRUCTION CORPORATION
                                  (Contractor)


                            DATED: September 15, 1999

                                  CONFIDENTIAL



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>


                                  CONFIDENTIAL

                                TABLE OF CONTENTS

<TABLE>

<S>       <C>                                                                                                   <C>
Article 1.  Definitions...........................................................................................1
         Acceptance Testing.......................................................................................1
         Acceptance Testing Notice................................................................................1
         Acceptance Certificate for Commercial Operation..........................................................1
         Affiliate................................................................................................1
         Agreement................................................................................................2
         Applicable Laws..........................................................................................2
         Applicable Insurance Policies............................................................................2
         Associated Company.......................................................................................2
         Authorization to Proceed.................................................................................2
         Authorization to Proceed Date............................................................................2
         Availability Guarantee...................................................................................2
         Availability Test........................................................................................3
         Business Days............................................................................................3
         Cancellation Notice......................................................................................3
         CEMS Requirements........................................................................................3
         Certificate of Mechanical Completion.....................................................................3
         Change of Law............................................................................................3
         Change Order.............................................................................................3
         Check Out................................................................................................3
         Combustion Turbine Evaporative Cooler Test...............................................................3
         Commercial Operation.....................................................................................4
         Commercial Operation Net Heat Rate.......................................................................4
         Commercial Operation Output..............................................................................4
         Confidential.............................................................................................4
         Confidentiality Agreement................................................................................4
         Construction Financing...................................................................................4
         Construction Lender......................................................................................4
         Construction Loan Agreement..............................................................................4
         Contractor...............................................................................................4
         Contractor Consent and Agreement.........................................................................4
         Contractor Default.......................................................................................4
         Contractor's Fixed Price.................................................................................4
         Contractor's Intellectual Property.......................................................................4
         Contractor's Representative..............................................................................4
         Contractor's Site Representative (or Construction Manager)...............................................4
         Contractor's Work Schedule...............................................................................4
         Day or Days..............................................................................................4
         Defect(s)................................................................................................4
         Delivery Point...........................................................................................5
         Demonstration Tests......................................................................................5
</TABLE>


                                        i


<PAGE>


                                  CONFIDENTIAL

<TABLE>
<S>     <C>                                                                                                     <C>
         Directed Work Order......................................................................................5
         Dispute..................................................................................................5
         Dispute Notice...........................................................................................5
         Drawings.................................................................................................5
         Emission Tests...........................................................................................5
         Equipment................................................................................................5
         Exempt Property..........................................................................................6
         Extension Period.........................................................................................6
         Final Acceptance.........................................................................................6
         Force Majeure............................................................................................6
         Functional Testing.......................................................................................6
         Gas Purchase Agreements..................................................................................6
         Good Utility Practice....................................................................................6
         Guarantee................................................................................................6
         Guarantors...............................................................................................6
         Guaranteed Lump Sum Price................................................................................6
         Hazardous Materials......................................................................................6
         Indemnitees..............................................................................................7
         Independent Engineer.....................................................................................7
         Interconnection Points...................................................................................7
         Landscaping..............................................................................................7
         Limited Notice to Proceed................................................................................7
         Lower-tier Subcontractor.................................................................................7
         Mechanical Completion....................................................................................7
         Monthly Progress Report..................................................................................7
         MW.......................................................................................................7
         New Schedule.............................................................................................7
         Notice of Mechanical Completion..........................................................................7
         Old Schedule.............................................................................................7
         Owner....................................................................................................7
         Owner Caused Delay.......................................................................................8
         Owner IP Indemnified Parties.............................................................................8
         Owner's Agent............................................................................................8
         Owner's Project Manager..................................................................................8
         Owner's Security.........................................................................................8
         Owner's Site Representative..............................................................................8
         Owner Tests..............................................................................................8
         P&ID's...................................................................................................8
         PECO.....................................................................................................8
         PECO Tests...............................................................................................8
         Performance Minimums.....................................................................................8
         Performance Tests........................................................................................8
         Person...................................................................................................8
         Phases...................................................................................................8
         Phase I..................................................................................................8
         Phase II.................................................................................................8
         Plant....................................................................................................9
         Plant Premises...........................................................................................9
</TABLE>


                                       ii


<PAGE>


                                  CONFIDENTIAL
<TABLE>

<S>     <C>                                                                                                     <C>
         Power Purchase Agreement.................................................................................9
         Pre-existing Hazardous Materials.........................................................................9
         Public Sector Entity.....................................................................................9
         Punch List...............................................................................................9
         Request for Directed Work Order..........................................................................9
         Retainage................................................................................................9
         Retest Period............................................................................................9
         Scheduled Date of Commercial Operation...................................................................9
         Scope of Work...........................................................................................10
         Section 12.3(c) Notice..................................................................................10
         Subcontractor...........................................................................................10
         Suspension Notice.......................................................................................10
         System..................................................................................................10
         System Testing for Mechanical Completion................................................................10
         Turbine Contract........................................................................................10
         Work....................................................................................................10

Article 2.  Scope of Work........................................................................................11

Article 3.  Payment..............................................................................................22
         Section 3.1.  Contract Price and Payment - Liens - Retainage............................................22

Article 4.  Change Order.........................................................................................36

Article 5.  Owner's Responsibility...............................................................................41

Article 6.  Owner Review.........................................................................................43

Article 7.  Power Contract Design and Operating Requirements.....................................................45

Article 8.  Construction Financing...............................................................................46
         Section 8.1  Construction Lender's Requirements.........................................................46

Article 9. Warranties............................................................................................49
         Section 9.1  Engineering Design and Performance Warranties..............................................49
         Section 9.2  Equipment Warranties.......................................................................49
         Section 9.3  Construction Warranties....................................................................50
         Section 9.5  Emission Warranty..........................................................................51
</TABLE>


                                       iii


<PAGE>


                                  CONFIDENTIAL

<TABLE>
<S>     <C>                                                                                                     <C>
         Section 9.6  Water Discharge Warranty...................................................................51
         Section 9.7  Noise Pollution Warranty...................................................................51
         Section 9.8  Other Warranties...........................................................................53
         Section 9.9  Corrections................................................................................55
         Section 9.10  Warranty Period...........................................................................56

Article 10.  Owner's Right to Cure Work and Set Off..............................................................58

Article 11.  Mechanical Completion, Functional Testing...........................................................60
         Section 11.1  Mechanical Completion.....................................................................60
         Section 11.2  Issuance of a Certificate of Mechanical Completion........................................62

Article 12.  Acceptance Testing, Commercial Operation and Final Acceptance.......................................65
         Section 12.1  Acceptance Testing Procedures.............................................................65
         Section 12.2  Requirements and Notification for Acceptance Testing - Commercial Operation Defined.......66
         Section 12.3  Acceptance Testing to Achieve Commercial Operation........................................70
         Section 12.4  Final Acceptance..........................................................................78

Article 13. Liquidated Damages...................................................................................80
         Section 13.1  Late Commercial Operation Liquidated Damages..............................................80
         Section 13.2  Effect of Liquidated Damages for Late Commercial Operation................................82
         Section 13.3  Output Liquidated Damages.................................................................83
         Section 13.4  Commercial Operation Net Heat Rate Liquidated Damages.....................................83
         Section 13.5  Effect of Liquidated Damages for Output and Heat Rate.....................................85
         Section 13.6  Reduction of Guaranteed Lump Sum Price for Liquidated Damages - Interest..................85
         Section 13.7  Liquidated Damages for Late Delivery of Loan Documents....................................86
         Section 13.8  Reasonableness of Liquidated Damages......................................................86

Article 14.  Limitation of Liabilities...........................................................................88
         Section 14.1   Limitation of Liquidated Damages.........................................................88
         Section 14.2  Damage Disclaimer.........................................................................88
         Section 14.3  Limitations Valid in All Events...........................................................89
         Section 14.4  Warranty Limitation.......................................................................89
         Section 14.5  Limitation of Liability for Turbines......................................................90
         Section 14.6  Survival..................................................................................90

Article 15.  Insurance...........................................................................................91
         Section 15.1  Proof of Coverage.........................................................................91
         Section 15.2  Insurance Policies........................................................................91
</TABLE>


                                       iv


<PAGE>


                                  CONFIDENTIAL

<TABLE>
<S>     <C>                                                                                                     <C>
         Section 15.3  Limitation of Liability...................................................................92
         Section 15.4  Coverage and Limits of Liability..........................................................92
         Section 15.5  All Risk Builder's Risk Coverage..........................................................93
         Section 15.6  Major Loss Termination....................................................................96
         Section 15.7  Risk of Loss..............................................................................96
         Section 15.8  Contractor Equipment......................................................................97
         Section 15.9  Foreign Sourced Equipment.................................................................97

Article 16.  Force Majeure.......................................................................................99

Article 17.  Indemnifications...................................................................................103
         Section 17.1  Indemnification of Owner.................................................................103
         Section 17.2  Intellectual Property Infringement Indemnification.......................................103
         Section 17.3  Limitation on Contractor's Indemnification...............................................104
         Section 17.4  Notice of Claim for Indemnification......................................................104
         Section 17.5  Failure to Defend........................................................................105
         Section 17.6  Industrial Insurance Waiver..............................................................105
         Section 17.7  Survival.................................................................................106

Article 18.  Termination - Suspension by Contractor - Dispute Procedure.........................................107
                  (a)  Termination Prior to Authorization to Proceed............................................107
                  (b)  Termination Subsequent to Authorization to Proceed.......................................107
                  (c)  Effect of Termination Other Than for Contractor's Default................................108
         Section 18.1 Termination by Owner for Contractor's Default.............................................108
         Section 18.2  Termination for Insolvency of a Party....................................................111
         Section 18.3  Nonpayment by Owner......................................................................111
                  (a)  Default..................................................................................111
                  (b)  Termination - Suspension by Contractor...................................................112
         Section 18.4  Limitation of Termination and Suspension by Contractor...................................113
         Section 18.5  Dispute - Continuing Agreement Performance...............................................113
         Section 18.6  Payment Requirements.....................................................................114
         Section 18.7  Termination - Suspension of the Turbine Contract.........................................114

Article 19.  Suspension of Work by Owner........................................................................115

         Section 19.1  Suspension of Work by Owner..............................................................115

Article 20.  Limited Notice to Proceed; Authorization to Proceed................................................119
         Section 20.1  Limited Notice to Proceed................................................................119
         Section 20.2  Authorization to Proceed.................................................................119
</TABLE>


                                        v


<PAGE>


                                  CONFIDENTIAL

<TABLE>
<S>          <C>                                                                                                <C>
                  (a)  Requirement of Authorization to Proceed..................................................119
                  (b)  Authority................................................................................120
                  (c)  Time Extensions..........................................................................120
                  (d)  Late Delivery of Authorization to Proceed................................................120

Article 21.  Assignment.........................................................................................121

Article 22.  Confidentiality....................................................................................123

Article 23.  Compliance with Law and Venue......................................................................127

Article 24.  Plant Accounting...................................................................................128

Article 25.  Availability Guarantee.............................................................................129

Article 26.  Owner and Contractor Representative................................................................130
         Section 26.1  Owner's Project Manager..................................................................130
         Section 26.2. Owner's Site Representative..............................................................130
         Section 26.3. Owner's Agent............................................................................130
         Section 26.4. Owner's Representatives; Miscellaneous...................................................130
         Section 26.5. Contractor's Site Representative.........................................................132
         Section 26.6. Contractor's Representative..............................................................133
         Section 26.7. Contractor's Representatives; Miscellaneous..............................................133


Article 27. General Provisions..................................................................................135
         Section 27.1. Royalties and License Fees...............................................................135
         Section 27.2. Notices..................................................................................135
         Section 27.3. Independent Contractor...................................................................136
         Section 27.4. Safety Precautions.......................................................................137
         Section 27.5. Title to the Plant Premises..............................................................138
         Section 27.6. Quality Assurance........................................................................139
         Section 27.7. Severability of Provisions...............................................................139
         Section 27.8. Entire Agreement.........................................................................139
         Section 27.9. Counterparts.............................................................................140
         Section 27.10. Applicable Law..........................................................................140
         Section 27.11. Headings and Construction...............................................................140
         Section 27.12. Sole Benefit............................................................................141
         Section 27.13. Successors and Assigns..................................................................141
         Section 27.14. Limitation of Owner's Liability.........................................................141
</TABLE>


                                       vi


<PAGE>


                                  CONFIDENTIAL

<TABLE>
<S>     <C>                                                                                                     <C>
         Section 27.15. Contractor Responsibility...............................................................
         Section 27.16. Survival................................................................................142
</TABLE>


                                       vii


<PAGE>


                                  CONFIDENTIAL


                        LIST OF EXHIBITS AND ATTACHMENTS

<TABLE>
<S>                                         <C>
EXHIBIT A                                   PROJECT DESCRIPTION

         Attachment I                       Site Location

         Attachment II                      Preliminary Water Balance & Preliminary Water Analysis

         Attachment III                     Preliminary Services Building Arrangement

         Attachment IV                      Preliminary Geotech Report

         Attachment V                       Site Legal Descriptions and Topo Map

EXHIBIT B                                   SCOPE OF WORK

         Attachment I                       Design Guide Drawings

         Attachment II                      Redacted Electrical Utility Interconnection Agreements

         Attachment III                     Not Used

         Attachment IV                      Redacted Power Purchase Agreement

         Attachment V                       Control system Configuration Block diagram

         Attachment VI                      Extended Warranty Equipment List

EXHIBIT C                                   LIMITED NOTICE TO PROCEED

EXHIBIT D                                   ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFICATIONS

EXHIBIT E                                   NOT USED

EXHIBIT F                                   PROJECT SCHEDULE

EXHIBIT G                                   OWNER SUPPLIED PERMITS

EXHIBIT H                                   TURBINE CONTRACT

         Appendix A                         Combustion Turbine Generator and Steam Turbine Generator
                                            Specifications

         Appendix B                         GE Payment and Cancellation Charge Schedules

         Appendix C                         GE Guaranteed Performance Criteria

         Appendix D                         GE Option Pricing

         Appendix E                         GE Training

         Appendix F                         Not Used
</TABLE>


                                      viii


<PAGE>


                                  CONFIDENTIAL

<TABLE>
<S>     <C>                                 <C>
         Appendix G                         Documentation and Special Requirements

         Appendix H                         EPC Project Schedule

         Appendix I                         Technical Advisory Services 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

EXHIBIT I                                   MONTHLY PROGRESS REPORT/SCHEDULE OF VALUES

EXHIBIT J                                   SCOPE CHANGE, UNITS, RATES AND OPTION PRICING

EXHIBIT K                                   GUARANTEES

EXHIBIT L                                   DOCUMENT DISTRIBUTION

EXHIBIT M                                   APPROVED SUBCONTRACTORS AND VENDORS

EXHIBIT N                                   LENDER DOCUMENTS REQUIRED OF CONTRACTOR

EXHIBIT O                                   GE PAYMENT PROCEDURES

EXHIBIT P                                   CALCULATION OF ESCALATION

EXHIBIT Q                                   LETTER OF CREDIT

EXHIBIT R                                   CERTIFICATE OF CONSTRUCTION CONTRACTOR
</TABLE>


                                       ix
<PAGE>


                                  CONFIDENTIAL

                                    AGREEMENT

         THIS AGREEMENT ("Agreement") dated September 15, 1999 is made and
entered into by and between TENASKA GEORGIA I, L.P., a Delaware limited
partnership (hereinafter "Owner"), and ZACHRY CONSTRUCTION CORPORATION, a
Delaware corporation (hereinafter "Contractor").

                               W I T N E S S E T H

         WHEREAS, Owner desires to build an electric generating facility (the
"Plant" as hereinafter defined) on Owner's Plant Premises, located in Heard
County, Georgia; and

         WHEREAS, Contractor desires and is willing to design the Plant, procure
all necessary Equipment and manuals for the Plant, construct and start-up the
Plant under the terms and conditions of this Agreement;

         NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth, the parties, intending to be legally bound, agree as
follows:

         Article 1.  DEFINITIONS.

         The defined terms used in this Agreement and in all Exhibits shall have
the meanings specified in this Article 1.

         ACCEPTANCE TESTING has the meaning set forth in Section 12.1.
         ACCEPTANCE TESTING NOTICE has the meaning set forth in Section 12.2(b).
         ACCEPTANCE CERTIFICATE FOR COMMERCIAL OPERATION has the meaning set
forth in Section 12.3(e).

         AFFILIATE of a party means any person or entity that directly or
indirectly controls, is controlled by, or is under common control with such
party. For the purposes of this definition "control" shall mean the power and
authority to direct the management and operations of the


                                      1
                                                                    Article 1


<PAGE>


                                CONFIDENTIAL


controlled person or entity either through ownership of or control of 50% or
more of the voting interests thereof or otherwise through control of the
managing group.

         AGREEMENT means this document, as amended from time to time, which
includes the Drawings and attached Exhibits. In the event of any conflict,
inconsistency or variation between this document and any of such Exhibits or
Drawings, the terms and provisions of this document shall prevail; in the
event of any conflict, inconsistency or variation between the Exhibits and
the Drawings, the Exhibits shall prevail.

         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), agency, body, instrumentality or authority that are
applicable to either or both of the Parties, the Plant, the Plant Premises,
the Work or the terms of this Agreement, including all environmental and
Hazardous Materials laws which are applicable to the Plant Premises and which
are at any time applicable to performing the Work; provided however, with
respect to air emissions from the Plant, Applicable Laws mean those
requirements set forth in Exhibit G, and with respect to noise emissions form
the Plant, Applicable Laws means those requirements set forth in Section 3.25
of Exhibit A.

         APPLICABLE INSURANCE POLICIES means all policies of insurance
procured or obtained by Contractor and Subcontractors in respect of the Plant
or the performance of the Work and, to the extent applicable to the Work, the
provisions of those insurance policies procured or to be procured by Owner,
copies of which Owner has delivered to Contractor prior to the date of this
Agreement or thereafter.

         ASSOCIATED COMPANY means, with respect to a certain Person (a) any
Person which has a right to vote directly or indirectly more than 20% of the
voting interests of such Person, (b) any Person which has voting interests
which are more than 20% owned or controlled directly or indirectly by such
Person, and (c) any Person which has voting interests which are more than 20%
owned by more than 20% of the direct or indirect owners of such Person.

         AUTHORIZATION TO PROCEED has the meaning set forth in Section 20.2

         AUTHORIZATION TO PROCEED DATE has the meaning set forth in Section
20.2(c).

         AVAILABILITY GUARANTEE means with respect to the Plant, the
guarantee described in Article 25.


                                      2
                                                                    Article 1


<PAGE>


                                CONFIDENTIAL


         AVAILABILITY TEST shall have the meaning set forth in Section 12.1.

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

         CANCELLATION NOTICE has the meaning set forth in Section 12.2(b).

         CEMS REQUIREMENTS has the meaning set forth in Section 12.2(c).

         CERTIFICATE OF MECHANICAL COMPLETION has the meaning set forth in
Section 11.1. The issuance of a Certificate of Mechanical Completion by Owner
means the acceptance of delivery by Owner, in accordance with Section 11.2,
of some or all of a particular System or Unit, and later when applicable,
Phase I or Phase II of the Plant, but does not mean or imply acceptance,
approval or acquiescence of all or any part of the Plant or the Work and
shall not mean nor imply the transfer of risk of loss to Owner.

         CHANGE OF APPLICABLE INSURANCE POLICY means the modification to or
addition of an Applicable Insurance Policy after the date of this Agreement
that establishes requirements for the Work that are materially more
restrictive than the most restrictive requirements (i) in effect as of the
date of this Agreement or (ii) agreed to by Contractor in this Agreement or
in any agreement with the Construction Lender.

         CHANGE OF LAW means the adoption, promulgation, modification or
reinterpretation of Applicable Laws by any Public Sector Entity after the
date of this Agreement, that establishes requirements for the Work that are
materially more restrictive than the most restrictive requirements (i) in
effect as of the date of this Agreement, (ii) specified in any applications
filed by Contractor or other documents filed by Contractor in connection with
such applications for any permits required to be obtained by Contractor under
this Agreement, so long as such requirements are not more restrictive than
Applicable Laws in effect as of the date of this Agreement, or (iii) agreed
to by Contractor in this Agreement or in any agreement with the Construction
Lender.

         CHANGE ORDER has the meaning set forth in Section 4(a).

         CHECK OUT means the physical inspection, component testing and
verification of a System in preparation of determining Mechanical Completion
and subsequently its readiness for Functional Testing.

         COMBUSTION TURBINE EVAPORATIVE COOLER TEST has the meaning set forth
in Section 12.1.


                                      3
                                                                    Article 1


<PAGE>


                                CONFIDENTIAL


         COMMERCIAL OPERATION has the meaning set forth in Section 12.2(c).

         COMMERCIAL OPERATION NET HEAT RATE has the meaning set forth in
Section 13.4.

         COMMERCIAL OPERATION OUTPUT has the meaning set forth in Section
13.3.

         CONFIDENTIAL has the meaning set forth in Section 22(b).

         CONFIDENTIALITY AGREEMENT has the meaning set forth in Section
22(c)(i).

         CONSTRUCTION FINANCING means the financing obtained or committed to
by Owner for the purpose of financing the construction of the Plant.

         CONSTRUCTION LENDER means any Person providing Construction
Financing (including any agent or representative thereof).

         CONSTRUCTION LOAN AGREEMENT means the agreement entered into by
Owner with one or more financial institutions for financing the construction
of the Plant.

         CONTRACTOR means Zachry Construction Corporation, a Delaware
corporation.

         CONTRACTOR CONSENT AND AGREEMENT means the Consent and Agreement to
be entered into by and between Contractor and Construction Lender.

         CONTRACTOR DEFAULT has the meaning set forth in Section 18.1.

         CONTRACTOR'S FIXED PRICE has the meaning set forth in Section 3.1(a).

         CONTRACTOR'S INTELLECTUAL PROPERTY has the meaning set forth in
Section 22(e).

         CONTRACTOR'S REPRESENTATIVE means the individual designated by the
Contractor as agent to perform those responsibilities and duties identified
in Section 26.6.

         CONTRACTOR'S SITE REPRESENTATIVE (or CONSTRUCTION MANAGER) means the
individual designated by the Contractor as its agent to perform those
responsibilities and duties identified in Section 26.5.

         CONTRACTOR'S WORK SCHEDULE means the schedule for performing the
Work, prepared by Contractor in good faith and supported by critical path
analysis, as revised by Contractor from time to time to reflect changing
conditions. The initial Contractor's Work Schedule is attached to this
Agreement as Exhibit "F."

         DAY or DAYS shall mean calendar days unless otherwise specifically
defined.

         DEFECT(S) means any and all design, engineering, construction,
manufacturing, installation, materials, Equipment, Work, tools, or supplies
which (i) does not conform to the Scope of Work, the


                                      4
                                                                    Article 1


<PAGE>


                                CONFIDENTIAL


Drawings or the terms of this Agreement, including the requirements
identified in Exhibit "D", (ii) fails to comply with Good Utility Practice,
(iii) is not of specified quality, (iv) is of improper or inferior
workmanship, and/or (iv) is not suitable for use under the climatic and range
of operating conditions applicable to the Plant.

         DELIVERY POINT shall mean the locations where electric power is
delivered to PECO, as shown on Attachment I to Exhibit B.

         DEMONSTRATION TESTS has the meaning set forth in Section 12.1(b)(ii).

         DESIGNATED CONTRACTS means those contracts which are entered into
for the purchase of Designated Equipment.

         DESIGNATED EQUIPMENT means any Equipment (other than Equipment
subject to the Turbine Contract) which Owner designates in writing to
Contractor for purchase in Owner's name by Contractor, as attorney-in-fact or
agent for Owner.

         DEVELOPMENT AUTHORITY means the Development Authority of Heard
County, Georgia.

         DIRECTED WORK ORDER has the meaning set forth in Section 9.9(a).

         DISPUTE has the meaning set forth in Section 18.5.

         DISPUTE NOTICE has the meaning set forth in Section 18.5.

         DRAWINGS include, without limitation: all renderings, technical and
design drawings, specifications, plans, layouts, diagrams, illustrations,
System descriptions, calculations, schedules, graphs, performance charts;
graphic or pictorial material needed to show locations, dimensions,
elevations, sections, and details; all documents necessary to fix and
describe the size, quality and composition of the Plant and its
architectural, structural, mechanical, electrical and other systems; supplier
operating and maintenance manuals, recommended spare parts lists, all
documents required to support permitting and licensing and, all other
operations data pertinent to the Plant. The Drawings shall set forth and
detail all requirements for the construction of the Plant, provide all
instructions customarily necessary in the trade and shall include all
documents required for regulatory agency approval. At the time the Drawings
are delivered to Owner, they become the property of Owner and Contractor
shall only maintain drawings in support of this Agreement.

         EMISSION TESTS has the meaning set forth in Section 12.1(b)(iii).

         EQUIPMENT means the gas turbine generators and all other engineered,
manufactured and


                                      5
                                                                    Article 1


<PAGE>


                                CONFIDENTIAL


produced items, materials, supplies and goods required to be incorporated
into the Plant for the construction and operation of the Plant in accordance
with this Agreement.

         EXEMPT PROPERTY has the meaning set forth in Section 3.1(c).

         EXTENSION PERIOD has the meaning set forth in Section 12.3(c).

         FINAL ACCEPTANCE has the meaning set forth in Section 12.4.

         FORCE MAJEURE has the meaning set forth in Section 16(a) and 16(c).

         FUNCTIONAL TESTING means operational tests of a System which occur
after Mechanical Completion and which verify that the controls for a System
are tested, tuned and operate efficiently and that a System works properly
and as designed in accordance with the specifications and is ready for
Acceptance Testing and for normal and continuous operation.

         GAS PURCHASE AGREEMENTS means agreements between Owner and fuel
suppliers for the purchase of fuel for operating the Plant.

         GOOD UTILITY PRACTICE means the professional practices, methods,
acts, standards and industry codes accepted by the majority of the electric
power generating industry in the United States of America. Good Utility
Practice is not intended to be limited to the optimum practice or method to
the exclusion of all others, but rather to be a spectrum of reasonable and
prudent practices and methods. In applying the standard to any matter under
this Agreement, equitable consideration should be given to the circumstances,
requirements and obligations of each of the parties.

         GUARANTEE has the meaning set forth in Section 8.1(b).

         GUARANTOR has the meaning set forth in Section 8.1(b).

         GUARANTEED LUMP SUM PRICE has the meaning set forth in Section 3(a).

         HAZARDOUS MATERIALS means (i) "hazardous materials", "hazardous
substances", or "toxic substances" or "contaminants" as those terms are
defined under any applicable environmental law, including, but not limited to
Applicable Laws of the United States or of the State of Georgia, as the same
may be amended from time to time, and in the rules and regulations adopted or
promulgated in respect thereof, (ii) petroleum and petroleum products,
including crude oil and fractions thereof, (iii) any other hazardous,
radioactive, toxic or noxious substance, material, pollutant or solid, liquid
or gaseous waste, and (iv) any substance that, whether by its nature or its
use, is subject to regulation under any environmental law or with respect to
which any applicable environmental law or any Public


                                      6
                                                                    Article 1


<PAGE>


                                CONFIDENTIAL


Sector Entity requires environmental investigation, monitoring or remediation.

         INDEMNITEES shall have the meaning set forth in Section 17.1.

         INDEPENDENT ENGINEER means the engineering adviser selected by the
Construction Lender under the Construction Loan Agreement.

         INTERCONNECTION AGREEMENT means the agreement for interconnection of
the Plant with the electric transmission system, a copy of which shall be
provided to Contractor in redacted form within fifteen (15) days after
execution, and which upon delivery to Contractor as provided in this
Agreement shall automatically constitute Attachment II to Exhibit B.

         INTERCONNECTION POINTS means the points at which the Plant
interconnects with (a) the electric transmission system , (b) the pipeline
for the receipt of natural gas, (c) the water main for the receipt of water,
and (d) the wastewater line for the outflow of wastewater, each of which is
identified in Attachment I of Exhibit "B."

         INTERIM PERFORMANCE REQUIREMENTS means the Interim Performance
Requirement for net power output for a Unit set forth in Section 2.1.3.1 of
Exhibit "D" and the Interim Performance Requirement for net heat rate for a
Unit set forth in Section 2.1.3.1 of Exhibit "D."

         LANDSCAPING includes all plantings, berms, greenspaces and stone for
the Plant Premises which are required by this Agreement.

         LIMITED NOTICE TO PROCEED has the meaning set forth in Section 20.1.

         LOWER-TIER SUBCONTRACTOR means any Person other than Contractor or a
Subcontractor that performs any obligation of Contractor under this
Agreement, including all suppliers and manufacturers of Equipment.

         MECHANICAL COMPLETION has the meaning set forth in Section 11.1.

         MONTHLY PROGRESS REPORT has the meaning set forth in Section
3.1(d)(ii).

         MW means megawatts.

         NEW SCHEDULE has the meaning set forth in Section 4(h) and 16
(b)(vi).

         NOTICE OF MECHANICAL COMPLETION has the meaning set forth in Section
11.1(b).

         O.C.G.A. means the Official Code of Georgia Annotated.

         OLD SCHEDULE has the meaning set forth in Section 4(h) and
16(b)(vi).

         OWNER means Tenaska Georgia I, L.P., a Delaware limited partnership,
its successors and assigns.


                                      7
                                                                    Article 1


<PAGE>


                                CONFIDENTIAL


         OWNER CAUSED DELAY has the meaning set forth in Section 5.

         OWNER IP INDEMNIFIED PARTIES has the meaning set forth in Section
17.2.

         OWNER'S AGENT means the individual designated by Owner as agent
pursuant to Sections 26.3 and 26.4.

         OWNER'S PROJECT MANAGER means the individual designated by Owner to
be its agent pursuant to Sections 26.2 and 26.4.

         OWNER'S SECURITY means the aggregate amount of any Letter(s) of
Credit provided by Contractor to Owner, and any Retainage or other amounts
retained by Owner from payment(s) due to Contractor under this Agreement, as
security for completion of the Project as provided in Section 3.1(d).

         OWNER'S SITE REPRESENTATIVE means the individual to be designated in
writing by Owner to be its agent pursuant to Sections 26.1 and 26.4.

         OWNER TESTS has the meaning set forth in Section 12.1(b).

         P&ID's has The meaning set forth in Section 2(h).

         PECO means PECO Energy Company, a Pennsylvania corporation.

         PECO TESTS has the meaning set forth in Section 12.1(a).

         PERFORMANCE MINIMUMS has the meaning set forth in Section 13.5.

         PERFORMANCE TESTS has the meaning set forth in Section 12.1(b)(i).

         PERSON means an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
governmental entity or authority or agency or any other entity of whatever
nature.

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

         PHASE I means the engineering, design and construction of Units #1,
#2 and #3 and shall be completed upon the achievement of Commercial Operation
of all of Units #1, #2 and #3 and the satisfactory completion of the tests
set forth in Section 2.1.4 of Exhibit D with respect to such Units.

         PHASE II means the engineering, design and construction of Units #4,
#5 and #6 and the remainder of the Plant and shall be completed upon
achievement of Commercial Operation for all of the Units #1 through #6 and
the satisfactory completion of the tests set forth in Sections 2.1.4 and


                                      8
                                                                    Article 1


<PAGE>


                                CONFIDENTIAL


2.4.2 of Exhibit D with respect to Plant Commercial Operation.

         PLANT means the dispatchable electric generating facility together
with all Equipment, including those items described in Exhibit "A", and
including all Systems, buildings and other structures, wiring, foundations,
supports, controls, piping, valves, paving and fencing, which are a part of
the Work, existing structures and elements below and above ground which are
to be incorporated in the facility, and all other necessary items to
construct the electric generating facility on the Plant Premises and to the
Interconnection Points which are not on the Plant Premises as required by
this Agreement.

         PLANT COMMERCIAL OPERATION means the achievement of Commercial
Operation for all of the Units #1 through #6, plus the satisfaction by the
Plant of those tests identified in Section 2.1.4 and 2.4.2 of Exhibit "D."

         PLANT PREMISES means the site as described in Exhibit "A" on, over
or under which the Plant will be located.

         POWER PURCHASE AGREEMENT means the agreement dated August 24, 1999
between Tenaska Inc., a Delaware corporation and PECO.

         PRE-EXISTING HAZARDOUS MATERIALS has the meaning set forth in
Section 2(n).

         PUBLIC SECTOR ENTITY means any governmental authority, agency or
court (state, county, municipal, local or other) of the State of Georgia that
has lawful jurisdiction over the Plant, the Work or any part thereof.

         PUNCH LIST means unfinished items such as painting, fine-finish
grading, clean-up or other Work which does not affect the operation, safety
or integrity of a Unit or System or the Plant, as applicable, and does not
impact the performance or life of the Equipment, but is included in the Work.

         REQUEST FOR DIRECTED WORK ORDER has the meaning set forth in Section
9.8(a).

         RETAINAGE means the aggregate amount withheld from monthly progress
payments to Contractor as provided in Section 3.1(d).

         RETEST PERIOD has the meaning set forth in Section 12.3(c).

         SCHEDULED DATE OF COMMERCIAL OPERATION means that date corresponding
to each Unit which is the number of months shown in the following table after
the Authorization to Proceed Date (as determined pursuant to Section
20.2(c)), subject to any extension in accordance with Sections 2(n),


                                      9
                                                                    Article 1


<PAGE>


                                CONFIDENTIAL


4, 16, 18.3(b), or 19(a).

<TABLE>
<CAPTION>
                           Unit #                             Number of Months
                           ------                             ----------------
                           <S>                                <C>
                             1                                         17
                             2                                         17
                             3                                         17
                             4                                         29
                             5                                         29
                             6                                         29
</TABLE>


         SCOPE OF WORK has the meaning set forth in Article 2 of this
Agreement.

         SECTION 12.3(C) NOTICE has the meaning set forth in Section 12.3(c).

         SUBCONTRACTOR means any Person who has a contract with Contractor to
perform any obligation of Contractor under this Agreement, including all
suppliers and manufacturers of Equipment and specifically including the
supplier of the turbines under the Turbine Contract.

         SUSPENSION NOTICE has the meaning set forth in Section 19(a).

         SYSTEM means the Equipment and associated components, or defined
portions thereof, including piping, valves, wiring, controls and supports
described in Exhibit "B" and others as are agreed to in writing by the
parties, which are required to perform a given function or combination of
functions of a Unit or the Plant.

         SYSTEM TESTING FOR MECHANICAL COMPLETION means the tests, including
hydrostatic testing, electrical testing, loop checks and motor rotation
checks necessary to determine that a System conforms to the requirements of
this Agreement and is Mechanically Complete and ready for Functional Testing.

         TURBINE CONTRACT means the Turbine Purchase Contract attached as
Exhibit H.

         UNIT means each of the six General Electric 7F simple cycle
combustion turbine generators furnished under the Turbine Contract together
with such associated and ancillary Equipment as is necessary, directly or
indirectly, for such Unit to achieve Commercial Operation.

         UNIT HEAT RATE REQUIREMENTS has the meaning set forth in Section
13.4.

         UNIT OUTPUT REQUIREMENT has the meaning set forth in Section 13.3.

         WORK has the meaning set forth in Article 2.


                                      10
                                                                    Article 1


<PAGE>


                                  CONFIDENTIAL

         Article 2.  SCOPE OF WORK.

         Scope of Work means all of the obligations of Contractor pursuant to
         this Agreement ("Work") including the following:

         (a)      Contractor shall furnish the design and engineering for the
                  Plant and the Plant Premises, including the preparation of
                  all Drawings, which design and engineering shall meet the
                  requirements of this Agreement and shall be prepared and
                  implemented in accordance with Applicable Laws, Applicable
                  Insurance Policies and Good Utility Practice; provide and
                  implement purchasing, construction, expediting, inspection,
                  start-up and testing in accordance with all performance and
                  other requirements of this Agreement and all Applicable
                  Laws and Applicable Insurance Policies (together with all
                  services related thereto) as required by this Agreement or
                  as may be necessary to provide Owner with the Plant meeting
                  all terms, conditions, specifications and standards set
                  forth in this Agreement; provide all labor, Equipment,
                  procurement of Equipment, (together with all services
                  provided or to be provided by Contractor) to fulfill the
                  Contractor's obligations to provide the Plant; perform all
                  Change Orders; and, perform in accordance with all of
                  Contractor's representations, covenants and warranties as
                  set forth in this Agreement. Notwithstanding the preceding
                  provisions of this Section 2(a), Contractor shall have no
                  greater responsibility to Owner for compliance with
                  Applicable Laws with respect to Equipment supplied or
                  services performed pursuant to the Turbine Contract, than
                  General Electric Company has to Contractor, as assignee of
                  the Turbine Contract, for such Equipment supplied and
                  service performed pursuant to the Turbine Contract.

         (b)      Contractor shall prepare and update Contractor's Work
                  Schedule in a timely manner and include such in the Monthly
                  Progress Report. Contractor shall at all times keep Owner
                  informed of the current progress of the Work. Contractor
                  shall furnish all labor, supervision, construction
                  utilities, and tools necessary to procure for, construct,
                  and direct and support start-up of the Plant. Contractor
                  shall, in accordance with the provisions of Article 9,
                  correct all Work that fails to conform to the requirements
                  of this Agreement and any Defects relating to the Plant or
                  the Work. Contractor shall have sole responsibility for
                  dealing with, coordinating and handling all


                                      11
                                                                    Article 2


<PAGE>


                                CONFIDENTIAL


                  communications, negotiations and resolutions of disputes
                  concerning all Equipment or other matters related to the
                  Work with all Subcontractors and Lower-tier Subcontractors,
                  including proper administration of all warranties on
                  Owner's behalf prior to and during the warranty period.
                  During construction,  Contractor  shall  replace or repair
                  to conforming  status any  inadequate, nonconforming,
                  damaged or defective Equipment or Work.

         (c)      Contractor shall (i) supervise and direct the Work, (ii) be
                  responsible to coordinate the Work with respect to all
                  obligations of Owner which are specifically identified in
                  this Agreement, (iii) be responsible for and coordinate all
                  Work of all Subcontractors and Lower-tier Subcontractors,
                  (iv) be responsible for keeping the Work on schedule, (v)
                  timely report the status of the progress of the Work to
                  Owner and (vi) pay Subcontractors in a timely manner.
                  Unless otherwise specifically provided in this Agreement,
                  Contractor shall be solely responsible for and have control
                  over Subcontractors, labor, construction means, materials,
                  material suppliers, methods, techniques, sequences, and
                  procedures and for supervising and directing all portions
                  of the Work. Contractor is responsible for carrying out its
                  obligations so that each of the Units and the Plant shall
                  operate safely and be in compliance with all Applicable
                  Laws and fully satisfy all operating requirements set forth
                  in this Agreement.

         (d)      Contractor shall be fully responsible for any part of the
                  Work accomplished by Subcontractors and Lower-tier
                  Subcontractors and for the acts and omissions of
                  Subcontractors and Lower-tier Subcontractors, including
                  Persons either directly or indirectly employed by them to
                  the same extent as Contractor is responsible for the acts
                  and omissions of Persons directly employed by it.

         (e)      Contractor shall be responsible for procurement of all
                  Equipment including the Equipment listed in Exhibit "B",
                  portions of which may be Designated Equipment. (The parties
                  acknowledge and agree that Exhibit "B" includes major
                  Equipment and related Drawings for some of the Systems and
                  Equipment and is not an exhaustive listing of all parts and
                  materials which are included in the Work..) Within thirty
                  (30) Days of ordering any Equipment, Contractor shall
                  provide to Owner a list of spare parts for all such
                  Equipment, identifying the supplier of such spare parts and
                  including


                                      12
                                                                    Article 2


<PAGE>


                                CONFIDENTIAL


                  current pricing for such spare parts. Contractor shall use
                  all reasonable efforts to secure for Owner the lowest price
                  for spare parts, and shall use reasonable efforts to cause
                  each major Equipment manufacturer to agree to supply spare
                  or replacement parts for such Equipment for a minimum of
                  ten (10) years after the date of Plant Commercial
                  Operation. Owner shall identify and purchase all spare
                  parts for the Equipment and, prior to Commercial Operation,
                  Contractor shall receive all spare parts for Owner at the
                  Plant Premises. Risk of loss shall remain with Contractor
                  for spare parts until such spare parts are delivered to
                  Owner's designated operator for the Plant at or before
                  Commercial Operation of the last Unit. Owner will make
                  reasonable efforts to have spare parts available during
                  commissioning of the Units. Owner's spare parts may be used
                  by Contractor to fulfill Contractor's obligations under
                  this Agreement and Contractor shall, at no cost to Owner,
                  promptly replace such spare parts.

         (f)      Contractor shall report to Owner on the progress of
                  production and installation of Equipment under the Turbine
                  Contract, shall provide Owner with advance notice of
                  testing under the Turbine Contract and shall arrange for
                  Owner and Independent Engineer to observe such testing.
                  Contractor, with the written agreement of Owner, shall
                  reject any nonconforming or defective Equipment supplied
                  under the Turbine Contract and require correction, repair
                  or replacement of such Equipment by General Electric
                  Company, provided that Owner shall have the right to direct
                  Contractor to reject any nonconforming or defective
                  Equipment supplied under the Turbine Contract and to direct
                  Contractor to require correction, repair or replacement of
                  such Equipment by General Electric Company. Contractor
                  shall not change or amend the Turbine Contract, without the
                  written consent of Owner. Owner and Contractor will
                  cooperate with each other in connection with the assignment
                  of rights under the Turbine Contract to Contractor so as to
                  permit Owner to retain such rights in the Turbine Contract
                  as are necessary such that no sales or use tax is required
                  to be paid upon the purchase of the Equipment supplied
                  under the Turbine Contract, and for such purpose Owner and
                  Contractor will take such actions as are reasonably
                  necessary to obtain such result, including providing for
                  the transfer of title to any Equipment supplied under the
                  Turbine Contract directly from General Electric Company to
                  Owner


                                      13
                                                                    Article 2


<PAGE>


                                CONFIDENTIAL


                  and the remittance of payments for all Equipment under the
                  Turbine Contract directly by Owner to General Electric
                  Company.

         (g)      Unless otherwise provided in this Agreement, Contractor
                  shall, as part of the Guaranteed Lump Sum Price secure and
                  pay for all for all necessary permits, including all
                  building and construction permits, but excluding any (i)
                  Department of Energy, (ii) zoning, subdivision or similar
                  permits, and (iii) environmental permits required,
                  including those listed in Exhibit "G," which shall be the
                  responsibility of Owner.

         (h)      Contractor shall immediately, as such documents become
                  available, furnish Owner in accordance with Exhibit "L",
                  clearly legible copies of the Drawings which include
                  drawings of all final (including revisions, addenda and
                  modifications) Subcontractor furnished shop drawings;
                  performance data for all engineered Equipment; civil,
                  electrical, mechanical, and structural construction
                  drawings; piping and instrumentation diagrams ("P&ID's");
                  general arrangement drawings; electrical one-line diagrams;
                  relay and metering drawings and all other drawings and
                  documents prepared by Contractor, Subcontractors or
                  Lower-tier Subcontractors relating to the Plant; and
                  complete documentation of control system logic and programs
                  including  distributed  controls;  and three (3) copies of
                  design calculations.  Contractor  shall  maintain a set of
                  Drawings at the Plant  Premises  which shall be
                  continuously maintained and updated to reflect the "As
                  Built" conditions of the Work.

         (i)      Contractor  shall  complete  the  Work in a good  and
                  workmanlike  manner  in  accordance  with the construction
                  practices used by a prudent  construction  contractor under
                  similar types of contracts for the  construction  of an
                  electric  power  generating  facility under similar
                  circumstances  and conditions and in a manner which upon
                  completion of the Work enables Owner,  without modification
                  of the Work,  to meet its  obligations  in the copy of the
                  Power  Purchase  Agreement  (as  redacted by Owner)
                  attached  hereto as  Attachment  2 to Exhibit "B" and shall
                  perform  all tests  included in Exhibit "D" and Article 12
                  hereof and such additional  tests as are reasonably
                  required by Owner to insure the safe and  orderly  start-up
                  of the Units and the  Plant.  Additional  tests,  other
                  than incidental tests required by Owner, shall be governed
                  by Article 4 of this Agreement.


                                      14
                                                                    Article 2


<PAGE>


                                CONFIDENTIAL



         (j)      Contractor  shall perform this Agreement in accordance  with
                  and fulfill any and all Applicable Laws and the
                  requirements  of any and all Applicable  Insurance
                  Policies.  Contractor  shall  initiate, maintain,  and
                  supervise all safety  precautions  and programs in
                  connection with the performance of this  Agreement.
                  Contractor  shall also  comply  with all  reasonable
                  safety  standards,  rules or requirements  promulgated by
                  Owner,  if any.  Contractor  shall take all reasonable
                  precautions for the safety of and shall  provide
                  reasonable  protection to prevent  damage,  injury or loss
                  to: (i) employees  performing  the  Work and all  Persons
                  who may be  affected  thereby;  (ii) all  Persons
                  performing  Work at the Plant  Premises;  (iii) the Work
                  and  Equipment  to be  incorporated  in the Plant,  whether
                  in  storage  off or on the Plant  Premises,  under  care,
                  custody or control of the Contractor or the Subcontractors;
                  (iv) all other property on the Plant Premises or adjacent
                  thereto such as trees, shrubs, lawns, walks,  pavements,
                  roadways,  structures and utilities not designated for
                  removal,  relocation or replacement in the course of
                  construction;  and (v) public road and rail systems used in
                  performing the Work.

         (k)      Contractor  shall  provide  discipline engineers to support
                  the Owner's  Plant  operator  training program as provided
                  in Section  1.1 of Exhibit B.  Classroom  training  and
                  site  specific  training shall be completed on all Systems
                  before  Mechanical  Completion of the first System.  All
                  training shall be conducted at the Plant  Premises,  in a
                  classroom  lecture  format.  The  Contractor  shall utilize
                  System descriptions,  Plant P&ID's,  schematic diagrams and
                  Equipment Subcontractor supplied illustrations  to
                  instruct  the  trainees.  Operators  shall be  taught
                  System  overviews,  design concepts,  control  philosophy,
                  limitations  and performance  optimization of the various
                  Systems. Contractor will submit all drawings  pertaining to
                  the Systems,  training  materials,  a course plan and
                  qualifications  of  disciplined  engineers to Owner for
                  approval  thirty (30) Days prior to the commencement  of
                  classroom  training.  Training  furnished  under the
                  Turbine  Contract  shall be as provided in the Turbine
                  Contract.

         (l)      Contractor  shall be entitled to subcontract  any portion
                  of the Work but shall not  subcontract the whole of the
                  Work; provided,  however,  that Owner shall have the right
                  to disapprove in writing any Subcontractor,  including any
                  Associated Company of Contractor,  contracting to do Work
                  in excess of an aggregated sum in the amount of


                                      15
                                                                    Article 2


<PAGE>


                                CONFIDENTIAL


                  ONE HUNDRED THOUSAND  DOLLARS  ($100,000).  Contractor
                  shall not allow any  Subcontractor  or Lower-tier
                  Subcontractor to do Work on the Plant Premises or to supply
                  Equipment for the Work without a written  agreement  and,
                  in the case of Work to be performed at the Plant Premises,
                  a valid insurance  certificate  acceptable to Contractor.
                  Contractor shall furnish Owner  with a copy of the
                  technical  and  warranty portions  of all such
                  subcontracts  as each is executed.  Exhibit "M" sets forth
                  a list of those  Subcontractors  which to date have been
                  approved by Contractor and Owner.  Notwithstanding the
                  first sentence of this Section 2(l),  Contractor shall
                  submit to Owner for  approval  any  additions  or  changes
                  to  Exhibit M fifteen  (15) Days  before entering  into an
                  agreement  with any such newly  identified  Subcontractor.
                  Contractor  shall not employ or permit the  employment of
                  unfit Persons or Persons not skilled in tasks  assigned to
                  them. All  subcontracts  shall provide that the
                  subcontracts  shall be assignable to Owner as required in
                  Section  18.1(d)(i).  The creation of any subcontract
                  relationship  shall not relieve Contractor of any of its
                  obligations  under this Agreement. Contractor  represents
                  that no  Subcontractor  is or will be a third party
                  beneficiary  under this Agreement except as otherwise
                  expressly  provided in this Agreement.

         (m)      Owner has supplied certain  information to Contractor
                  ("Owner Supplied  Information")  which is the following:
                  Attachment  IV to Exhibit  "A."  Contractor  represents  to
                  Owner  that it has  verified conditions  at the Plant
                  Premises  by  completing  such  visual  inspections  as
                  Contractor  deems necessary,  including investigation of
                  the general and local conditions with respect to
                  environment, transportation,  access, waste disposal,
                  handling and storage of materials, availability and quality
                  of electric power,  availability and condition of roads,
                  climatic conditions and seasons,  physical conditions at
                  the Plant Premises and the surrounding area as a whole,
                  topography and ground surface conditions,  nature and
                  quantity of surface  and  subsurface  materials  (as
                  represented  in Owner Supplied  Information)  to be
                  encountered  (other  than  Hazardous  Materials),  and will
                  make such adjustments as are necessary to complete the Work
                  to be performed.

         (n)      Contractor  shall be responsible for all site  preparation
                  of the Plant Premises.  Site  preparation shall include:
                  preparation of Plant Premises for  construction of the
                  Plant,  including  demolition and proper removal of any
                  existing man-made structures


                                      16
                                                                    Article 2


<PAGE>


                                CONFIDENTIAL


                  (including  subsurface  structures for which Owner has
                  given  Contractor  notice);  clearing,  grubbing  and
                  disposal of brush,  trees and other vegetation;  providing
                  temporary and permanent drainage and drainage  structures;
                  removal of debris and rubble;  all  necessary
                  investigation,  analysis,  testing and  determination
                  concerning  the condition, contents or integrity of: (i)
                  the subsurface,  underground and/or soils conditions of the
                  Plant Premises;  (ii) the location and adequacy of
                  utilities  (surface and subsurface) for the Work; and (iii)
                  the existing  condition of any  improvements  on the Plant
                  Premises.  In performing  site preparation,  Contractor
                  shall be responsible  for and,  except as provided in this
                  subsection (n) below, assumes the cost of any construction,
                  engineering or structural conditions,  including those
                  caused by the  presence of organic  materials  (except (A)
                  Hazardous  Materials  which were present prior to the
                  execution  of this  Agreement  ("Pre-existing  Hazardous
                  Materials"),  (B)  Hazardous Materials  which are brought
                  to the Plant Premises after the execution of this Agreement
                  by Owner or its agents,  provided that  Contractor,  it
                  Subcontractors and Lower-tier  Subcontractors  are not
                  considered to be Owner's agents,  and (C)  archaeological
                  remains and  artifacts),  inadequate soil bearing
                  qualities  or  underground  water.  Contractor  represents
                  that it is  satisfied as to the general and local
                  conditions  and  circumstances  affecting  the Work,
                  particularly  including the following:

                           conditions affecting transportation, access,
                           disposal, handling, and storage of Equipment at the
                           Plant Premises; availability and conditions of roads;
                           availability of housing; climatic conditions and
                           seasons; physical conditions at the Plant Premises;
                           topography and ground surface and subsurface
                           materials to be encountered (as represented in Owner
                           Supplied Information); and equipment and facilities
                           needed for performance of the Work.

                  Contractor's failure to acquaint itself with any general or
                  local condition listed above or otherwise or circumstances
                  affecting the Work existing as of the date of this
                  Agreement will neither relieve it from the responsibility
                  for successfully performing this Agreement, nor entitle
                  Contractor to an adjustment to the Guaranteed Lump Sum
                  Price or the Scheduled Date of Commercial Operation. Owner
                  will not entertain, nor have any liability for, claims
                  relating to, or arising out of, unknown or unforeseen
                  subsurface


                                      17
                                                                    Article 2


<PAGE>


                                CONFIDENTIAL


                  conditions (other than with respect to Pre-existing
                  Hazardous Materials, archaeological remains or
                  artifacts) and except only as specifically provided and
                  limited in this Section 2(n) if the Scope of Work and/or
                  schedule is increased due to information contained in the
                  Owner Supplied Information being in error. To the extent
                  Contractor encounters Pre-existing Hazardous Materials,
                  archaeological remains or artifacts, Contractor shall use
                  all reasonable efforts to minimize the consequences to
                  Contractor's Work Schedule of dealing with those
                  substances, remains or artifacts, consistent with
                  considerations of safety and prudence and Contractor shall
                  use all reasonable efforts to mitigate further
                  contamination by Hazardous Materials and in the case of
                  such substances, archaeological remains or artifacts, to
                  mitigate the impact on the Guaranteed Lump Sum Price.
                  Notwithstanding the foregoing, Contractor (i) shall have no
                  obligation under this Agreement for dealing with or
                  disposing of such Pre-existing Hazardous Materials,
                  archaeological remains or artifacts, and (ii) shall be
                  entitled to propose a Change Order to the extent that,
                  despite appropriate mitigation efforts, the Work and/or
                  schedule is increased. Contractor shall not be responsible
                  for the removal, handling, transportation, or disposal of
                  any Pre-Existing Hazardous Materials located on the Plant
                  Premises or any environmentally unsound condition caused by
                  Owner, provided that Contractor shall immediately notify
                  Owner of any indication of such Pre-Existing Hazardous
                  Materials or any environmentally unsound condition known to
                  Contractor. Contractor shall specifically not be deemed or
                  held responsible as a "generator" or a "transporter" for
                  such Pre-existing Hazardous Materials or Owner caused
                  environmental conditions. Contractor acknowledges the
                  limitations and descriptions of the Owner Supplied
                  Information. Owner makes no representation as to the
                  completeness of the Owner Supplied Information or that it
                  applies generally to subsurface conditions of the Plant
                  Premises. Contractor shall notify Owner, in writing, of the
                  following conditions ("Unforeseen Conditions"), promptly
                  upon discovery by Contractor and before such conditions are
                  disturbed: (1) subsurface or latent physical conditions at
                  the Plant Premises of an unusual nature differing
                  materially from those represented in the Owner Supplied
                  Information; (2) rock excavation requiring blasting or saw
                  cutting; or (3) the existence of man-made obstructions
                  which require relocation.


                                      18
                                                                    Article 2


<PAGE>


                                CONFIDENTIAL


                  After receipt of notice from Contractor, Owner will
                  promptly investigate any Unforeseen Conditions and within
                  two (2) Days will issue appropriate orders or instructions
                  to Contractor. If such Unforeseen Conditions will increase
                  or decrease the cost of the Work or the Plant by more than
                  FORTY THOUSAND DOLLARS ($40,000) in the aggregate, or cause
                  a delay in the Scheduled Date of Commercial Operation, then
                  Owner shall issue a change order in accordance with Section
                  4 adjusting the Guaranteed Lump Sum Price either up or
                  down, as appropriate by the amount of increase or decrease
                  in the cost of the Work or Plant in excess of FORTY
                  THOUSAND DOLLARS ($40,000) or extending the Scheduled Date
                  of Commercial Operation, or both, as appropriate.
                  Notwithstanding the fact that Contractor's increased cost
                  due to Unforeseen Conditions might exceed ONE MILLION FIVE
                  HUNDRED THOUSAND DOLLARS ($1,500,000), nevertheless the
                  total dollar amount for all Change Orders to be approved
                  and paid by Owner under this Section 2(n) due to Unforeseen
                  Conditions shall not exceed the sum of ONE MILLION FIVE
                  HUNDRED THOUSAND DOLLARS ($1,500,000). Except for Change
                  Orders not to exceed [*] as provided hereafter, a Change Order
                  under this Section 2(n) due to Unforeseen Conditions must be
                  proposed by Contractor pursuant to Section 4 not later than
                  the date of completion of foundations for all of the
                  following items: gas turbine generators, pipe rack,
                  generator step-up transformers, field erected tanks, and
                  major buildings. Owner shall not grant an adjustment to the
                  Guaranteed Lump Sum Price for Change Orders in excess of
                  [*] due to Unforeseen Conditions after completion of all of
                  the above-listed foundations and the total aggregate change in
                  the Guaranteed Lump Sum Price pursuant to this Section 2(n)
                  due to incorrect information in the Owner Supplied
                  Information shall in no event exceed ONE MILLION FIVE
                  HUNDRED THOUSAND DOLLARS ($1,500,000).

         (o)      Contractor shall keep the Plant Premises and surrounding area
                  free from accumulation of waste materials or rubbish caused
                  by the Work. At completion of the Work the Contractor shall
                  remove from and about the Plant Premises all waste materials,
                  debris, rubble, rubbish, Contractor's tools, construction
                  equipment, machinery and surplus


                                      19
                                                                    Article 2


<PAGE>


                                CONFIDENTIAL


                  materials. If the Contractor fails to clean up as so
                  provided herein, the Owner may do so and the cost thereof
                  shall be charged to the Contractor.

         (p)      The Plant shall include the following to be constructed on
                  the Plant Premises: 500 KV power to the Interconnection
                  Point for the transmission system; a natural gas line to the
                  Interconnection Point for the natural gas pipeline; and a
                  water line to the Interconnection Point for the water main.

         (q)      Contractor  shall meet environmental and permit commitments
                  made by Owner and/or  Contractor and other requirements,
                  including the draft environmental  permits set forth in
                  Exhibit "G" as modified by the  final  environmental
                  permits,  provided  that  Owner  shall  provide  copies  of
                  the  final environmental  permits to Contractor as soon as
                  reasonably  possible  following  receipt by Owner of such
                  permits.  Upon delivery of copies of the final
                  environmental  permits to  Contractor,  Exhibit "G"  shall
                  be  automatically  deemed  amended  to  reflect  the  form
                  and  contents  of such  final environmental  permits.  If
                  the  final  environmental  permits  change  or  modify  the
                  Work or the schedule so as to require a Change Order then
                  Contractor  upon  compliance with the  requirements of
                  Section  4 shall  be  entitled  to a  Change  Order,
                  provided  that  Contractor  shall,  as soon as reasonably
                  possible  after receipt of such permits,  propose such
                  Change Order.  Contractor  shall, during  construction:
                  (i) limit fugitive dust; (ii) avoid run off of contaminated
                  surface water and silt; and (iii) comply with the safety
                  guidelines and  requirements  set forth in the safety
                  manual developed  pursuant to Section 27.4 and (iv) not
                  contaminate  ground water, in any manner  including by
                  spilling  Hazardous  Materials.  All  Hazardous  Materials
                  introduced  to the Plant  Premises by Contractor  or any
                  Subcontractor  or  Lower-tier  Subcontractor  shall be
                  properly used and stored. All spills or releases of
                  Hazardous  Materials by  Contractor  or any  Subcontractor
                  or  Lower-tier Subcontractor shall be properly disposed of
                  and/or remedied by Contractor, at  Contractor's expense.

         (r)      As part of the Guaranteed Lump Sum Price, Contractor shall
                  provide: an office area approximately 750 square feet in
                  size on the Plant Premises with furniture, other than
                  office equipment, to accommodate Owner's Site
                  Representative; and, beginning prior to the delivery of any
                  Equipment, security for the Plant Premises consisting of a



                                      20
                                                                    Article 2


<PAGE>


                                CONFIDENTIAL


                  perimeter fence adequate to protect Equipment and a
                  twenty-four (24) hour security guard.

         (s)      If Shipment  (as defined in the Turbine  Contract)  of one
                  or both of Units #2 and #3 has not  occurred on or before
                  December 31, 2000,  Contractor  may arrange for
                  transportation  of those  Unit(s) for which Shipment has
                  not occurred by one or more  dedicated  trains which have
                  been  retained by  Contractor specifically to pickup such
                  Units at the General Electric Company manufacturing
                  facility, or if the Units are manufactured  outside of the
                  United States at the port of entry for such Units(s) into
                  the United States,  and deliver such Unit(s) to a railroad
                  siding near the Plant  Premises.  Contractor shall use
                  reasonable  good faith efforts to minimize the costs for
                  such  transportation,  including using only one train if
                  reasonably  possible.  If Contractor elects to utilize one
                  or more dedicated trains,  Contractor  shall be entitled to
                  a Change Order increasing the Guaranteed Lump Sum Price by
                  the actual net cost (after  considering  any reduction in
                  the price under the Turbine  Contract as a result of
                  Contractor  supplying  transportation for the Unit(s)
                  instead of General Electric Company) of such trains(s),  up
                  to a maximum amount of One Hundred Seventy Thousand Dollars
                  ($170,000) and no extension of the  Scheduled  Date of
                  Commercial  Operation  shall be made as a result of such
                  Change Order.


                                      21
                                                                    Article 2


<PAGE>

                                  CONFIDENTIAL

Article 3.  PAYMENT

Section 3.1 GUARANTEED LUMP SUM PRICE AND PAYMENT - LIENS - RETAINAGE.

(a)  The Owner shall pay the Contractor for the Contractor's performance of this
     Agreement a lump sum amount of TWO HUNDRED TWENTY TWO MILLION FIVE HUNDRED
     THIRTY FOUR THOUSAND TWO HUNDRED FORTY SEVEN DOLLARS ($222,534,247) (the
     "Guaranteed Lump Sum Price"), subject to adjustment in accordance with
     Section 4, Exhibit "P"(Escalation) and Exhibit "J" (Scope Change Unit Rates
     and Option Pricing). The Guaranteed Lump Sum Price is comprised of (i) the
     Turbine Contract in the amount of ONE HUNDRED SIXTY SEVEN MILLION THREE
     HUNDRED FORTY THREE THOUSAND SEVEN HUNDRED TWENTY EIGHT DOLLARS
     ($167,343,728), and (ii) the "Contractor's Fixed Price" in the amount of
     FIFTY FIVE MILLION ONE HUNDRED NINETY THOUSAND FIVE HUNDRED NINETEEN
     DOLLARS ($55,190,519). No escalation of the Guaranteed Lump Sum Price will
     be required if the Authorization to Proceed is given to Contractor on or
     before July 1, 2000. Responsibility for the payment of sales and use taxes
     shall be allocated between Owner and Contractor as set forth in Section
     3.1(c). All taxes levied in connection with the performance of the Work,
     including occupational, excise, unemployment, FICA, income taxes, state and
     federal gasoline and fuel taxes, property taxes on Contractor's equipment,
     tools and supplies necessary for performance of the Work, and customs
     duties on materials and supplies and all other taxes on any item or service
     that is a part of the Work, whether such tax is normally included in the
     price of such item or service or is normally separately stated, shall be
     the responsibility of Contractor and are included in the Guaranteed Lump
     Sum Price. With respect to all personal property, services or materials
     that are subject to sales and use tax, Contractor shall follow the
     procedures set forth in Section 3.1(c).

(b)  The Guaranteed Lump Sum Price includes the cost of obtaining and using
     temporary construction utilities, including chemicals required for
     construction, electric power and water required for construction, cleaning
     and testing, and the initial fill for flushing and initial operation
     through Commercial Operation of all lubricants, fluids (including


                                       22                              Article 3
<PAGE>

                                  CONFIDENTIAL

     glycol and transformer oil), grease and hydraulic fluids for the Equipment,
     excluding turbine lube oil. Except for the following consumables which are
     not included in the Guaranteed Lump Sum Price: (i) turbine lube oil for
     flushing and initial fill, (ii) bulk CO(2) and hydrogen for generator purge
     and cooling, (iii) bulk CO(2) and FM200 for the turbine fire protection
     systems and (iv) bulk water treatment chemicals, if any, Contractor shall
     supply all consumables required in connection with the performance of the
     Work. Contractor shall budget for and use reasonable efforts to consume
     not more than [*] of fuel during the performance of the Work, including
     start-up, commissioning, Acceptance Testing, diagnostic testing, or
     retesting pursuant to Section 12.3 and including all fuel requirements
     under the Turbine Contract through the date of Commercial Operation of
     the last Unit to achieve Commercial Operation. The Guaranteed Lump Sum
     Price will be increased by change order for all technical services
     used under the Turbine Contract in excess of 600 man-weeks by [*] of such
     services with Contractor being responsible for the payment to General
     Electric of all additional payments required under the Turbine Contract
     for man-weeks of such services in excess of 600 man-weeks. The Guaranteed
     Lump Sum Price will be decreased by change order if less than 600
     man-weeks of technical services are used under the Turbine Contract by [*]
     for each man-week of such services less than 600 man-weeks, with Contractor
     retaining the benefit of any reduced payments to General Electric under the
     Turbine Contract arising from the use of less than 600 man-weeks of such
     services. The Guaranteed Lump Sum Price does not include the cost of All
     Risk Builder's Risk insurance. The Guaranteed Lump Sum Price will not be
     changed except as specifically provided for in this Agreement.

(c)  Contractor is responsible for the payment of all sales and use taxes with
     respect to any purchases made by Contractor in order to perform the Work,
     except as otherwise expressly provided herein. Owner shall file or cause to
     be filed in the name of Owner or in the name of Contractor applications for
     exemptions from sales and use taxes for machinery and equipment used
     directly in the manufacturing process, pursuant to


                                       23                              Article 3
<PAGE>

                                  CONFIDENTIAL

     O.C.G.A. Section 48-8-34, and for machinery and equipment used for the
     primary purpose of eliminating air or water pollution, pursuant to O.C.G.A.
     Section 48-8-36. Upon receiving exemption certificates with respect to the
     purchase of manufacturing equipment and/or pollution control equipment (the
     property covered by such certificates, "Exempt Property"), Owner shall
     deliver a copy of such certificates to Contractor. Thereafter, Contractor
     shall employ such certificates in all purchases of Exempt Property to be
     incorporated into the Work so as to avoid the imposition of sales and use
     tax on the purchase of Exempt Property. Contractor shall make purchases of
     Exempt Property in Contractor's name or, if designated by Owner as
     Designated Equipment, in Owner's name pursuant to a power of attorney or
     agency granted by Owner to Contractor for this purpose and will permit
     Owner to make payments directly for Designated Equipment, which direct
     payments will be credited against amounts otherwise due to Contractor from
     Owner under this Agreement. The Guaranteed Lump Sum Price is based upon
     Owner obtaining exemption certificates for all of the Equipment as
     anticipated Exempt Property and includes all applicable sales and use taxes
     other than with respect to such Exempt Property. In the event that,
     notwithstanding such exemption certificates, Contractor is required to pay
     sales or use tax on more or less than all of the Equipment, then a Change
     Order shall be issued increasing or decreasing the Guaranteed Lump Sum
     Price by the amount of any increase or decrease in such sales and use
     taxes. Contractor shall pay any applicable Georgia sales and use tax and
     the amounts so paid shall be part of the Guaranteed Lump Sum Price.
     Contractor shall cooperate with Owner in lawfully avoiding the payment of
     sales and use tax on Exempt Property; however, in the event that Contractor
     is required to pay and does pay any sales and use tax on Exempt Property,
     then Owner may apply for, receive and retain a refund of all of the sales
     and use taxes paid in respect of the Exempt Property, and Contractor
     assigns to Owner all right to receive any such refund. Owner and its
     representatives may, at Owner's discretion, participate in relevant
     portions of all audits and examinations of Contractor, formal and informal
     administrative proceedings, or judicial proceedings


                                       24                              Article 3
<PAGE>

                                  CONFIDENTIAL

     that concern or relate to the payment of Georgia sales and use tax for the
     purposes of the Work ("Tax Proceeding"). Contractor shall cooperate fully
     with Owner and its representatives in connection with any Tax Proceedings
     and shall notify Owner on a timely basis when Contractor receives notice
     that the Georgia Department of Revenue intends to perform a sales and use
     tax audit of the Contractor for any period in which this agreement is in
     effect.

(d)  The Guaranteed Lump Sum Price shall be invoiced and paid in accordance with
     the following procedure:

     (i)  On the first Business Day after delivery of the Authorization to
          Proceed, Owner shall pay fifty percent (50%) of the Mobilization
          Payment set forth in Exhibit I.

     (ii) On or before the last Day of each calendar month during the term of
          this Agreement, an invoice for the Work completed to such date shall
          be documented by Contractor in the form of Exhibit "I" and submitted
          to Owner for verification and payment, which invoice shall include (a)
          a specific reference to the amount due under the Turbine Contract
          payment schedule, (b) a separate specific reference to the amount due
          under the Designated Contracts with respect to Designated Equipment,
          (c) a separate specific reference to the amount due with respect to
          the balance of the Contractor's Fixed Price and (d) an itemization by
          item, for both the amount due under the Turbine Contract, the amount
          due under the Designated Contracts for Designated Equipment and the
          amount due under the Contractor's Fixed Price. Within four (4)
          Business Days after the end of each month, Contractor shall submit its
          report of the progress and status of the Work ("Monthly Progress
          Report"). Owner will pay to General Electric Company, directly or by
          joint check with Contractor, the amount designated on Contractor's
          invoice as due under the Turbine Contract in accordance with the GE
          Payment Procedures set forth in Exhibit "O", subject to any deduction
          from such payment made pursuant to Section 3.1(e) which Owner
          designates as resulting from performance or non-performance under the


                                       25                              Article 3
<PAGE>

                                  CONFIDENTIAL

          Turbine Contract. Contractor shall be responsible for any additional
          amounts due to General Electric Company as a result of additional
          work, equipment or services requested by Contractor or for any
          additional charges incurred beyond the price set forth in this
          Agreement for the Turbine Contract unless Owner and Contractor shall
          have executed a change order under this Agreement for such additional
          charges. At the request of Owner, Contractor shall dispute amounts
          otherwise due to General Electric Company under the Turbine Contract
          in accordance with the rights of Buyer set forth in Section 3.5 of the
          Turbine Contract and, as between Owner and Contractor, Owner shall
          have the same right to withhold payment to General Electric Company as
          is provided to Buyer in Section 3.5 of the Turbine Contract and shall
          not, as a result of withholding such payments, be in breach of this
          Agreement. In the event that Owner intends to request Contractor to
          dispute payment with General Electric Company, Owner shall provide
          prompt notice of such intent to Contractor. All amounts paid to
          General Electric Company by Owner shall be credited against the
          Turbine Contract portion of the Guaranteed Lump Sum Price. Owner shall
          further pay directly, or by joint check with Contractor, to the
          respective vendors of the Designated Equipment, the amount designated
          on Contractor's invoice as due under the Designated Contracts, subject
          to any deduction from such payment made pursuant to Section 3.1(e)
          which Owner designates as resulting from performance or
          non-performance under the Designated Contracts. Contractor shall be
          responsible for any additional amounts due to the vendors of the
          Designated Equipment as a result of additional work, equipment or
          services requested by Contractor or for any additional charges
          incurred beyond the prices set forth in the Designated Contracts
          unless Owner and Contractor shall have executed a Change Order under
          this Agreement for such additional charges.

    (iii) At the end of each month during the term of this Agreement,
          Contractor shall submit to Owner with Contractor's invoice an executed
          Certificate of


                                       26                              Article 3
<PAGE>

                                  CONFIDENTIAL

          Construction Contractor in the form of Exhibit "R."

     (iv) The Monthly Progress Report shall also include, but not be limited to:

          (a)  Contractor's report of actual versus scheduled progress status
               for the Work.

          (b)  Procurement and delivery status summary for Equipment.

          (c)  Contractor's and Subcontractors' progress reports and a
               consolidated Contractor's Work Schedule including a report of
               budgeted and expended man-hours.

          (d)  All Work performed during such time in furtherance of any Change
               Order approved pursuant to Article 4.

          (e)  Authorization of payments under the Turbine Contract and under
               the Designated Contracts.

     (v)  After receipt of an invoice for the Work by Owner and if Contractor
          has complied with the above requirements of Section 3.1(d)(ii) through
          3.1(d)(iv) and subject to the provisions of Section 3.1(e), Owner will
          have twenty-five (25) Days (if the 25th Day is not a Business Day, the
          25th Day will be deemed to be the next Business Day) to approve said
          invoice and pay Contractor a progress payment of ninety-five percent
          (95%) of the amount specified in the invoice to be due to Contractor,
          not including any amounts due pursuant to the Turbine Contract or
          Designated Contracts, the remaining five percent (5%) of such amount
          to be Retainage. If a lien is filed by a Subcontractor or any
          Lower-tier Subcontractor against the Plant or Plant Premises,
          Contractor shall within twenty (20) Days of a written request of Owner
          or Construction Lender provide a lien bond in accordance with O.C.G.A.
          Section 44-14-364 or other arrangement containing such terms and
          conditions as are satisfactory and acceptable to Owner and
          Construction Lender to remove such lien, or upon Contractor's failure
          to do so, Owner may obtain (but is not obligated to obtain) such bond
          or other arrangement and remove such lien and pay the cost, including
          reasonable attorney fees and the amount of or cost for providing for


                                       27                              Article 3
<PAGE>

                                  CONFIDENTIAL

          security, from the monthly progress payments otherwise due Contractor
          and from the Owner's Security, if necessary. After any such
          withholding, any amount remaining unpaid shall be the obligation of
          Contractor. Owner shall have the right to withhold an amount equal to
          one hundred fifty percent (150%) of the amount of any lien filed
          against the Plant or the Plant Premises from the monthly progress
          payments as a part of Owner's Security, until such lien is removed.
          All such progress payments made by the Owner shall be made by wire
          transfer to the Contractor.

(e)  All progress payments provided for in Section 3.1(d) are subject to
     deductions by Owner for (i) any overpayments (as a result of later
     determined inadequacy of some Work, Work not performed or miscalculations)
     made by Owner for any previous progress payment or period, (ii) any
     liquidated damages due Owner under this Agreement, (iii) such amount as
     Owner reasonably determines to be the cost to remedy any Work not done or
     which is defective or does not conform to this Agreement (including breach
     of Warranty) and the amount of any unsettled claims against Contractor or
     Owner and/or the amounts Owner is entitled to withhold or expend pursuant
     to Sections 3.1(d)(ii) or 3.1(d)(v) and unpaid amounts which are due from
     Contractor to any Person and which are related to performance of this
     Agreement, (iv) the amount by which any progress payment is in good faith
     disputed by Owner, (v) the cost of any loss or damage to the Owner caused
     by Contractor and (vi) any amounts due to Owner or other indemnified
     parties pursuant to the indemnification provisions of this Agreement. At or
     prior to the time such progress payment would otherwise be due, Owner will
     notify Contractor in writing, of any such deduction or expenditure from a
     progress payment and Owner will provide a detailed explanation of the
     reason for such deduction or expenditure. If Contractor disputes such
     deduction or expenditure, Contractor shall notify the Owner, Contractor
     shall continue performance of the Work, and the parties shall resolve such
     dispute in good faith in accordance with the provisions set forth at
     Section 18.5. While resolving any disputed amounts, and pending final
     resolution of a Dispute, Owner and Contractor shall continue to fulfill


                                       28                              Article 3
<PAGE>

                                  CONFIDENTIAL

     their obligations under this Agreement. Contractor shall indemnify and hold
     Owner harmless from and against any and all loss, cost, expense, liability
     and damage incurred by Owner arising from Subcontractor liens or Lower-tier
     Subcontractor liens filed against the Plant or Plant Premises. Owner may
     exercise the rights described in Sections 3.1(d)(v) and this 3.1(e) without
     waiving or releasing any other right, remedy or recourse which Owner may
     have at law or equity.

(f)  The amount of undisputed Retainage, interest not accruing thereon,
     accumulated throughout the term of this Agreement until the Commercial
     Operation of all of the Units in Phase I (not to exceed two and one half
     percent (2 1/2%) of Contractor's Fixed Price), shall be paid to Contractor
     within seven (7) Days after the achievement of Commercial Operation by all
     of the Units in Phase I and completion of the PECO Tests for Phase I,
     provided that as a condition to Owner's obligation to pay such Retainage to
     Contractor, Contractor shall, at Contractor's cost, deliver an irrevocable
     letter of credit issued to Owner by a bank or other financial institution
     acceptable to Buyer in the form attached as Exhibit Q to Buyer, in a face
     amount equal to the amount of Retainage to be paid to Contractor. The
     amount of undisputed Retainage, interest not accruing thereon, accumulated
     during the term of this Agreement, less any amount paid to Contract after
     the Commercial Operation of all of the Units in Phase I, shall be paid to
     Contractor upon Plant Commercial Operation, provided that as a condition to
     Owner's obligation to pay such Retainage to Contractor, Contractor shall,
     at Contractor's cost, increase the face amount of the irrevocable letter of
     credit previously issued to Owner to an amount equal to the total of the
     amount of Retainage paid to Contractor under this Section 3.1(f). Owner
     shall have the right to draw upon the Letter of Credit held as Owner's
     Security at such times as are permitted in this Agreement. Owner's Security
     shall be released at such time as (i) the Contractor delivers to Owner (a)
     a final adjusted invoice (not including amounts withheld pursuant to
     Sections 3.1(e) or 3.1(f) or withheld or expended from Owner's Security as
     authorized by Sections 3.1(d)(ii) and 3.1(d)(v)), (b) releases of recorded
     liens and claims of any Person arising out of or related to the performance
     of this


                                       29                              Article 3
<PAGE>

                                  CONFIDENTIAL

     Agreement, (c) from each Subcontractor who has Punch List items
     outstanding and unpaid or has amounts in dispute or claims asserted against
     Contractor, an interim waiver and release upon payment in compliance with
     O.C.G.A. Section 44-14-366(c), a separate written acknowledgment of payment
     as provided in O.C.G.A. Section 44-14-366(f) and a Subcontractor Interim
     Waiver, Release and Assignment of Liens and Claims contained in Exhibit
     "N," each such form to be acceptable to Owner and Construction Lender, (d)
     from each Subcontractor who has completed all of such Subcontractor's work
     on the Plant Premises and has no outstanding Punch List items or disputed
     claims, an unconditional waiver and release upon final payment in
     compliance with O.C.G.A. Section 44-14-366(d), a separate written
     acknowledgment of payment as provided in O.C.G.A. Section 44-14-366(f), and
     a Subcontractor Final Waiver, Release and Assignment of Liens and Claims
     contained in Exhibit "N," each such form acceptable to Owner and
     Construction Lender, (e) from Contractor, an interim waiver and release
     upon payment in compliance with O.C.G.A. Section 44-14-366(c), a separate
     written acknowledgment of payment as provided in compliance with O.C.G.A.
     Section 44-14-366(f) and a Contractor Interim Waiver, Release and
     Assignment of Liens and Claims contained in Exhibit "N" each such form
     acceptable to Owner and Construction Lender, (the final lien releases to be
     delivered to Owner by Contractor as provided below) and (f) releases of any
     other known potential encumbrance against the Plant or the Plant Premises
     and any other obligations or claims arising out of Contractor's performance
     of this Agreement, except due to Punch List items until corrected and paid
     for, the amount withheld for disputes pending pursuant to Section 18.5
     unless otherwise agreed to by the parties in writing, and any sums not yet
     due under this Agreement; or arrangements satisfactory to Owner and
     Construction Lender for the handling of any such matters which are not
     released, all of such documents to be in form satisfactory to Owner; (ii)
     the Contractor submits an affidavit to Owner, satisfactory to Owner,
     listing, to the best of Contractor's information and belief, the aggregate
     dollar amount of all retainage and other payments which Contractor owes its
     Subcontractors which have not signed an unconditional waiver and release
     upon final


                                       30                              Article 3
<PAGE>

                                  CONFIDENTIAL

     payment and a separate written acknowledgment as provided above and the
     aggregate dollar amount of all disputes with or claims asserted by
     Subcontractors, Lower-tier Subcontractors and others and stating that all
     performance has been completed in accordance with this Agreement, except
     for the Combustion Turbine Evaporative Cooler Test as described in Section
     3.2.2 of Exhibit "D," and Punch List items, but if Owner reasonably
     believes any part of an affidavit so submitted is not true, Owner shall
     have the right to require Contractor to correct such condition(s) and
     resubmit the affidavit before Owner releases Owner's Security; (iii) all
     inspections by Owner and System Testing for Mechanical Completion have been
     completed, except the Combustion Turbine Evaporative Cooler Test which may
     be delayed in accordance with Exhibit "D"; and (iv) Owner has issued a
     Certificate of Final Acceptance as provided in Section 12. In the event
     Contractor does not provide a release of a recorded lien and the items
     required in Section 3.1(f)(i)(c) and (d), Owner shall have the right to
     withhold up to one hundred fifty percent (150%) of the amount of such
     recorded liens or any amounts claimed by each such Subcontractor which may
     result in a lien, or Owner may follow the statutory procedure for the
     removal of any recorded liens and the costs and expenses related thereto,
     including reasonable attorney fees and the costs of any security to be
     provided, shall be paid from the Owner's Security; provided that no waiver
     of any other right or remedy is intended or shall be effected by such
     withholding and after such withholding, any amount remaining unpaid shall
     be the obligation of Contractor. After Final Acceptance and before Owner
     releases Owner's Security, Contractor shall furnish to Owner a current and
     accurate drawn to scale "as built" survey of the Plant Premises, prepared
     and certified to by a licensed real estate surveyor, or equivalent under
     the laws of Georgia, certified by and licensed in the State of Georgia and
     in form and substance satisfactory to Owner's title insurance company
     showing:

     (i)  all visible and/or known structures, facilities, high-voltage cables,
          improvements and the Plant and their location on the Plant Premises;
          and

     (ii) any encroachment or projection of the Plant or Equipment on adjoining


                                       31                              Article 3
<PAGE>

                                  CONFIDENTIAL

          property and any encroachment on the Plant Premises; and

    (iii) any violation on the Plant Premises of building set back requirements
          or of use or other restrictions; and

     (iv) all recorded and apparent easements and any other interests in the
          Plant Premises; and

     (v)  all Contractor installations to the Interconnection Points.

     After Final Acceptance and as a precondition to the payment or release of
     Owner's Security, Contractor shall also furnish to Owner two (2) sets of
     final specifications (including addenda and modifications) and design
     calculations; three (3) blue line copy sets, one (1) reproducible set, and
     (1) full set of final CADD drawing files on computer discs, of final
     drawings for the following: general arrangements, P&ID's, all mechanical
     and electrical drawings, control system logic and programs, electrical
     one-lines, instrument index, relay and metering drawings, electrical
     termination list by circuit number, piping line list and any documentation
     relating to the design, construction, check out or operation of the Plant.
     Final documents which reflect the condition of the Plant as constructed
     shall be individually identified as such by clearly marking "as-built" on
     the face of each document. Final documents which must be "as-built" include
     general arrangement drawings, P&ID's, all underground mechanical and
     electrical drawings, control system logic including DCS configuration,
     electrical one-line diagrams, relay and metering diagrams, electrical
     termination lists by circuit number and termination point, and piping line
     list. Owner shall have the right to extend the time to complete any of the
     above contractual requirements, partially or in total, and to withhold
     funds as provided hereafter in this Section 3.1(f) and in Section 12.4. In
     addition to the amount withheld for Punch List items pursuant to Section
     12.4, Owner may, in the event Owner elects to make a partial release,
     withhold from the release of Owner's Security the following amounts: (i)
     two (2) times the amount which Owner in good faith determines to be the
     reasonable cost, based on the estimated cost of completion by a third party
     contractor, of Defects in Work items and/or incomplete Work items in
     dispute between Owner and Contractor; (ii) two (2) times the reasonable


                                       32                              Article 3
<PAGE>

                                  CONFIDENTIAL

     amount of any claims for damage, loss and expense which Owner has against
     Contractor; (iii) the amount which Construction Lenders require be withheld
     for liens, notices of lien, claims and obligations related to the Work;
     (iv) liquidated damages, indemnities and other amounts due Owner; (v) any
     amounts as described in Section 3.1(d)(v) for which there has been no
     deduction from a progress payment; and (vi) the cost to remove liens as
     provided in this Section 3.1(f). After Contractor has complied with the
     requirements for the release of Owner's Security, release shall be made
     following Final Acceptance, pursuant to the final adjusted invoice which
     shall not include any amounts which Owner has the right to withhold.
     Acceptance of the release of Owner's Security by the Contractor shall
     constitute a waiver and release of all claims against Owner and/or disputes
     with Owner of the Contractor except due to Punch List items until corrected
     and paid for, for disputes pending pursuant to Section 18.5 unless
     otherwise agreed to by the parties in writing, and any sums withheld or not
     yet due under this Agreement. When the Combustion Turbine Evaporative
     Cooler Test and the Punch List items are complete and approved by Owner,
     and if other amounts have been withheld as provided in this Agreement, then
     when such matters for which such other amounts are withheld are resolved,
     Owner shall pay or release the remainder of Owner's Security, as adjusted
     by amounts withheld or expended from Owner's Security as permitted by this
     Agreement, at such time as Contractor delivers to Owner (i) form each and
     every Subcontractor who has performed Work on the Plant Premises, an
     unconditional waiver and release upon final payment in compliance with
     O.C.G.A. Section 44-14-366(d), a separate written acknowledgment of payment
     as provided in O.C.G.A. Section 44-14-366(f) and a Subcontractor Final
     Waiver, Release and Assignment of Liens and Claims contained in Exhibit
     "N," each such form to be acceptable to Owner and Construction Lender (ii)
     from the Contractor, an unconditional waiver and release upon payment in
     compliance with O.C.G.A. Section 44-14-366(d), a separate written
     acknowledgment of payment as provided in O.C.G.A. Section 44-14-366(f), and
     a Contractor Final Waiver, Release and Assignment of Liens and Claims
     substantially in compliance with O.C.G.A. Section 44-14-361.2 and Exhibit
     "N" and stating that the agreed


                                       33                              Article 3
<PAGE>

                                  CONFIDENTIAL

     price or reasonable value of all labor, services, or materials have been
     paid or waived in writing by all such Subcontractors and Lower-tier
     Subcontractors and all others with a lien right against the Plant Premises,
     each such form to be acceptable to Owner and Construction Lender, and (iii)
     release of any other obligations or claims arising out of Contractor's
     performance of this Agreement, unless otherwise agreed to by the parties in
     writing, all of such documents to be in form satisfactory to Owner and
     Construction Lender.

(g)  The making of any full or partial progress payment or the payment or
     release of any Owner's Security under this Agreement by Owner shall not
     constitute an admission by Owner that the Work paid for thereby (or any
     Work previously performed) is accepted or approved, and Owner shall have
     the same right to challenge the adequacy of such Work as Owner would have
     had if it had not made such payment or release. The making of any full or
     partial progress payment or the payment or release of any Owner's Security
     under this Agreement shall not mean that the Owner (i) made exhaustive or
     continuous on-site inspections to check the quality or quantity of the
     Work, (ii) reviewed construction means, methods, techniques, sequences or
     procedures, (iii) reviewed copies of requisitions received from Contractor
     and other data requested by the Owner to substantiate the Contractor's
     right to payment, (iv) made examination to ascertain how or for what
     purpose the Contractor has used money previously paid on account of the
     Guaranteed Lump Sum Price, or (v) waived any claim for nonperformance of
     the Work or any other obligation of Contractor hereunder including claims
     for faulty, defective or omitted Work appearing after the payment of any
     progress payment or the release or payment of Owner's Security.

(h)  Owner is not required to invoke the Dispute procedure of Section 18.5 in
     order to withhold amounts permitted by this Agreement to be withheld by
     Owner from a progress payment invoice or an Owner's Security invoice or to
     draw upon a Letter of Credit included in Owner's Security.

(i)  Contractor shall be entitled to payment or release of any undisputed
     Owner's Security upon satisfaction of the requirements of Section 3.1(f)
     and Section 12.4 and subject to


                                       34                              Article 3
<PAGE>

                                  CONFIDENTIAL

     the provisions of Section 10(c). Upon termination of this Agreement, for
     reasons other than Contractor default, Contractor shall be entitled to
     payment or release of undisputed Owner's Security subject to the provisions
     of Section 18.6 and Section 10(c) of this Agreement. Contractor shall be
     entitled to interest on the amount of undisputed Retainage, subject to
     Section 18.6 and Section 10(c), from the date due, and on disputed
     Retainage, subject to Section 18.6 and Section 10(c), from the date finally
     determined to be the date due, at the annual prime rate of The Chase
     Manhattan Bank on the date due, plus one percent (1%), but not in excess of
     the lawful maximum rate.

(j)  Notwithstanding any other provision to the contrary in this Agreement, at
     any time when Contractor is in material breach of this Agreement and Owner
     has given Contractor notice thereof, Owner may withhold, all or such
     portion of any payment due to Contractor as may be reasonable, in the
     judgment of Owner, considering the nature of the material breach. On the
     payment date next succeeding the date on which all such material breaches
     of Contractor have been remedied, Owner shall make all payments withheld
     during the continuation of any such material breaches, subject to the other
     provisions and requirements of this Article 3, less any amounts paid by or
     on behalf of Owner in an effort to remedy any such material breaches or the
     costs incurred as a result thereof.
<PAGE>

                                  CONFIDENTIAL

Article 4. CHANGE ORDER.

(a)  A proposed Change Order is a change in the Work and/or a change in the
     Scheduled Date of Commercial Operation:

     (i)  proposed in writing by Owner to Contractor; or

     (ii) proposed in writing by Contractor to Owner; or

    (iii) proposed in writing by Owner or Contractor as a result of a Change of
          Law or Change in Applicable Insurance Policy which materially changes
          the Work and materially increases or decreases Contractor's cost of
          performance under this Agreement.

          No proposed Change Order shall be effective unless first approved by
          Owner pursuant to Section 4(b).

(b)  In the event that a Change Order is proposed then, no later than fifteen
     (15) Business Days (unless otherwise extended by agreement, in writing)
     following the proposal of the Change Order, Contractor shall prepare, in
     writing, and send to Owner: (i) a full description of the scope of work,
     (ii) a detailed estimate of the cost adjustment (increase or decrease) in
     the Guaranteed Lump Sum Price, if any, caused by the proposed Change Order
     and (iii) a detailed description of the cause of the Change Order, if
     proposed by Contractor, and (iv) all effect(s), if any, of the Change Order
     on the critical and noncritical elements of the Contractor's Work Schedule,
     including any proposed change to the Scheduled Date of Commercial Operation
     and (v) all estimates and effects required by Section 4(d). The effect of
     the Change Order on the Scheduled Date of Commercial Operation shall be
     determined pursuant to Section 4(h). Contractor shall also include in such
     estimates and descriptions, the following information in accordance with
     Exhibit "J": man-hours; billing rates for man-hours; the cost of design,
     labor, Equipment, materials, and any other relevant cost element. Owner
     shall have fifteen (15) Business Days from the date of receipt of such
     information to either approve or disapprove, in writing, the proposed
     Change Order, or to request additional information and/or additional time
     to consider the proposed Change Order. Owner's failure to timely respond to
     Contractor in writing shall constitute such disapproval by Owner. Owner
     shall have the right to direct Contractor,


                                       36                              Article 4
<PAGE>

                                  CONFIDENTIAL

     in writing, to perform all or a part of the change in the Work pursuant to
     Section 4(e). If Owner approves the Change Order, then Owner shall execute
     the Change Order which shall operate as an amendment to this Agreement.
     Upon the execution of the Change Order, Contractor shall immediately
     proceed to perform the change in the Work and the Scheduled Date of
     Commercial Operation shall be extended by the number of Days set forth in
     the Change Order.

(c)  Owner shall not be obligated for any Work or Equipment costs unless
     undertaken pursuant to a Change Order duly approved in writing and
     delivered to Contractor. Contractor shall not perform any Work or purchase
     any Equipment in connection with a Change Order until Contractor has
     received a Change Order duly approved in writing by Owner pursuant to
     Section 4(b) or unless directed to perform the change in the Work pursuant
     to Section 4(e). Any change in the Work performed or Equipment purchased by
     Contractor without an approved Change Order executed by Owner will be at
     Contractor's sole non-reimbursable expense and will not result in an
     extension in the Scheduled Date of Commercial Operation.

(d)  The detailed cost estimate of a Change Order shall be prepared in
     accordance with Exhibit "J" and shall include a breakdown of man-hours,
     material quantities, unit costs and markups as provided for in Exhibit "J."
     Owner shall receive the benefit of any cost savings to the Guaranteed Lump
     Sum Price resulting from a Change Order which savings shall be calculated
     in the manner previously described in this Section 4(d). All costs and
     adjustments shall be subject to verification by Owner.

(e)  In addition to and without limitation to any of the foregoing provisions of
     this Section 4, Owner shall have the right to direct Contractor to perform
     any additional work which may in Owner's sole discretion be related to the
     Plant either directly or indirectly, and/or the Plant Premises, and if such
     additional work requires a change in the Scheduled Date of Commercial
     Operation, such date shall be adjusted in accordance with Section 4(b).

     (i)  All additional Work performed by Contractor pursuant to this Section
          4(e) shall be subject to verification by the Owner's Site
          Representative. Notwithstanding any provision in this Agreement to the
          contrary, Contractor shall not be


                                       37                              Article 4
<PAGE>

                                  CONFIDENTIAL

          compensated any amount for such Work unless time, supplies, and/or
          materials have been verified by Owner's Site Representative.
          Contractor shall provide Owner's Site Representative all necessary
          information to verify such time, supplies and/or materials.

     (ii) In the event Work is performed pursuant to this Section 4(e), the cost
          will be prepared in accordance with Exhibit "J," and shall include a
          breakdown of man-hours, material quantities, unit costs and markups as
          provided for in Exhibit "J".

    (iii) Owner shall approve the method of pricing prior to the start of any
          related Work.

(f)  Charges for Change Orders that have been approved in writing by Owner and
     other Work required by Section 4(e) shall be included in the invoice for
     progress payments and such invoices shall be paid in the same manner,
     including Retainage withheld, and as described in Article 3. Change Orders
     that result in a deduct or credit shall reduce the Guaranteed Lump Sum
     Price by the amount of the decrease or credit.

(g)  Any savings realized in the cost of the Work as a result of future
     alternate designs which are proposed by Contractor and approved by Owner
     which do not change or which improve the capacity, performance or quality
     of the Equipment as designed shall be divided equally by the Contractor and
     Owner.

(h)  Contractor shall not be entitled to an extension of the Scheduled Date of
     Commercial Operation as a result of Owner Caused Delay, a Force Majeure
     event or a Change Order unless each of the following criteria is satisfied:

          (A) Contractor demonstrates that such delay, event or order will
          proximately cause Contractor to fail to achieve Commercial Operation
          by the Scheduled Date of Commercial Operation;

          (B) Contractor provides reasonable detailed support for the number of
          Days of change requested in the Scheduled Date of Commercial Operation
          as a result of such delay, event or order;

          (C) Contractor demonstrates that it will use all reasonable efforts to
          maintain the Scheduled Date of Commercial Operation as if the delay,
          event or order had


                                       38                              Article 4
<PAGE>

                                  CONFIDENTIAL

          not occurred; and

          (D) Contractor demonstrates specific actions which will be taken to
          work around or mitigate the impact of the delay, event or order on the
          Scheduled Date of Commercial Operation. Owner shall have the right to
          analyze and Contractor shall, upon Owner's request provide, (a) the
          most recent Contractor's Work Schedule prepared prior to the delay,
          event or order (the "Old Schedule"), (b) Contractor's data sufficient
          to support the Old Schedule, (c) the revised Contractor's Work
          Schedule prepared after such delay, event or order (the "New
          Schedule"), (d) Contractor's data sufficient to support the New
          Schedule and (e) information concerning each change, event and
          occurrence affecting the Contractor's Work Schedule from the date of
          the Old Schedule through the date of the New Schedule. Unless
          otherwise agreed, in the event of an Owner Caused Delay, a Force
          Majeure event or Change Order, the Scheduled Date of Commercial
          Operation shall be extended by the number of Days demonstrated as set
          forth in this Section 4(h). A change in the Scheduled Date of
          Commercial Operation which occurs pursuant to Sections 18.3(b), 19(a),
          20.2(c) or 20.2(d) shall be governed by the specific procedures set
          forth in such respective Sections.

(i)  If Owner fails to obtain permits or licenses identified in Section 5(b)
     when required, or fails to maintain such permits or licenses in force
     (unless such failure is caused by Contractor), Owner shall have ten (10)
     Days in which to cure such failure, and if Owner does not cure such
     failure, Contractor shall be entitled to a Change Order to the extent that
     such failure materially increases Contractor's cost of performance under
     this Agreement or entitles Contractor to an extension of the Scheduled Date
     of Commercial Operation (in accordance with Section 4(h)) on account of
     such failure.

(j)  To the extent that any Change Order issued under this Agreement affects the
     Equipment or services furnished under the Turbine Contract, such Change
     Order shall be subject to the prior approval of General Electric Company,
     but only to the extent required under the Turbine Contract; provided that
     Owner shall have the right to negotiate directly with General Electric
     Company regarding approval of such Change


                                       39                              Article 4
<PAGE>

                                  CONFIDENTIAL

     Order.

(k)  If local laws, rules and regulations necessitate modifications to any
     Equipment supplied pursuant to the Turbine Contract or changes any services
     to be supplied pursuant to the Turbine Contract, and a change order is
     issued under the Turbine Contract as a result of such modification to
     Equipment or change to services, a Change Order shall be issued under this
     Agreement which passes through any change in price received under the
     Turbine Contract and Owner or Contractor may request additional changes
     arising because of any such modification to Equipment or changes to
     services or revision in the schedule under Turbine Contract, subject to
     compliance with all of the provisions of Article 4.


                                       40
<PAGE>

                                  CONFIDENTIAL

Article 5. OWNER'S RESPONSIBILITY.

Owner shall, at its own expense:

(a)  Provide ("as is") the Plant Premises, which are legally described and
     generally depicted in Attachment V of Exhibit "A";

(b)  Apply for and obtain the permits and licenses necessary in the prosecution
     of the Work or the operation of the Plant as listed on Page 1 of Exhibit
     "G";

(c)  Pay all taxes associated with income or earned surplus generated by the
     Plant or Plant Premises, as well as all real property taxes or personal
     property taxes levied on the Equipment, Plant, Plant Premises, and all
     component parts thereof;

(d)  Be responsible for sales and use taxes as provided in Section 3.1(c);

(e)  Provide access to the Plant Premises together with construction easements
     covering any property not included in the Plant Premises on, over or under
     which Contractor is required to perform any Work, so as to allow Contractor
     to perform the Work;

(f)  Furnish, at Owner's cost, qualified operating and maintenance personnel to
     operate and maintain the Plant in accordance with Section 11.2;

(g)  Provide start-up and operating fuels, turbine lube oil for flushing and
     initial fill, bulk CO2 and hydrogen for generator purge and cooling, bulk
     CO2 and FM200 for the turbine fire protection systems and bulk water
     treatment chemicals, if any; pay for start-up power off the permanent
     auxiliary transformer for the permanent Equipment; and make available spare
     parts in accordance with Section 2(e) of this Agreement;

(h)  Provide and pay for tools, materials and supplies for normal maintenance of
     the System after Owner issues a Certificate of Mechanical Completion for
     such System;

(i)  Provide sufficient water (excluding water used for construction) and access
     to wastewater disposal to permit normal and continuous operation of the
     Plant;

(j)  Supply the following:

     (1) Reserved;

     (2) all office furniture, maintenance shop and instrument shop tools, lab
     tools and analytical equipment, warehouse shelving, storage bins and window
     treatments; and

     (3) backfeed power from an Interconnection Point selected by Owner by
     fourteen (14)


                                       41                              Article 5
<PAGE>

                                  CONFIDENTIAL

     months after Authorization to Proceed is given to Contractor (as adjusted
     pursuant to Section 20.2(c)); water supply for up to four hundred thirty
     two thousand (432,000) gallons per day at the end of twelve (12) months
     after Authorization to Proceed is given to Contractor (as adjusted pursuant
     to Section 20.2(c)), and natural gas supply by thirteen (13) months after
     Authorization to Proceed is given to Contractor (as adjusted pursuant to
     Section 20.2(c);

(k)  Provide for acceptance of electric power when requested by Contractor in
     order for Contractor to fulfill its obligations in accordance with Sections
     11 and 12; and

(l)  Use reasonable efforts to operate the Plant after Commercial Operation so
     as to permit Contractor to expeditiously complete the Work.

Contractor must diligently pursue all of its obligations under this Agreement,
notwithstanding any act or failure to act by Owner, including any acts in
connection with Acceptance Testing, tests, inspections, approvals required or
performed by Persons other than Contractor, Mechanical Completion, Final
Acceptance or the release of Owner's Security unless specifically provided for
in this Agreement, provided that the failure of Owner to perform any of the
obligations set forth in this Section 5, or the occurrence of any intentional
active interference by Owner to prevent or delay the performance of Contractor
under this Agreement, which failure or interference shall materially adversely
affect the Work, shall be an "Owner Caused Delay." In the event that an Owner
Caused Delay materially increases Contractor's cost of performance under this
Agreement and/or justifies an extension of the Scheduled Date of Commercial
Operation (in accordance with Section 4(h)) then Contractor shall be entitled to
a Change Order upon compliance with the provisions of Section 4. In the event
that as a result of an Owner Caused Delay, Contractor is unable to proceed with
any Work for a period of forty-five (45) days or more, then Owner shall be
deemed to have suspended the Work in accordance with the notice provisions of
Section 19.1 (b) and except as specifically set forth in this Section such
suspension shall be governed by the provisions of Section 19.1 (b).


                                       42                              Article 5
<PAGE>

                                  CONFIDENTIAL

Article 6. OWNER REVIEW.

(a)  Owner reserves the right throughout the term of this Agreement to review
     all Drawings and to inspect Work at all stages at the Plant Premises,
     Contractor's premises and Subcontractors' premises and to designate others
     to review the drawings and inspect the work as may be necessary. Contractor
     shall include the requirement of the immediately preceding sentence in all
     subcontracts entered into by Contractor with respect to the Plant.
     Inspection by Owner shall in no way relieve Contractor from its obligations
     to furnish Work in accordance with this Agreement. Subject to compliance
     with Contractor's reasonable rules for security of the Plant Premises,
     Contractor shall afford access to the Plant Premises to the Independent
     Engineer, and to others designated by Owner, as may be necessary or
     appropriate to the servicing, maintaining, modifying, or upgrading of the
     land or facilities located thereon. Contractor shall provide the
     Independent Engineer, upon reasonable prior notice to Contractor, the right
     to review and inspect the Work.

(b)  Before any Work as required or inferred from any Drawing is commenced,
     Contractor will submit such Drawing to Owner for review and Owner shall
     respond to Contractor with any changes or comments on the Drawing within
     eight (8) Business Days of receipt of the Drawing. Contractor may proceed,
     at Contractor's risk, with Work required or inferred from a Drawing, prior
     to the completion of review of such Drawing by Owner, if Contractor
     determines that it is necessary to proceed in order to meet the schedule.
     If Owner does not respond within eight (8) Business Days, Contractor shall
     proceed as though the Owner has no comments on the Drawing, provided that
     Owner's review or failure to review any Drawing shall not constitute an
     admission or agreement by Owner that the Work to be provided or performed
     in accordance with such Drawing is approved or is in conformance with the
     representations, covenants and warranties of Contractor under this
     Agreement. Whether or not specified in this Agreement, review, approval or
     acceptance by Owner or its Representatives, of all or any part of the Work,
     including Drawings or Plant shall not relieve Contractor from any
     obligation under this Agreement. Review by Owner of any Drawing shall not
     be deemed a waiver by Owner


                                       43                              Article 6
<PAGE>

                                  CONFIDENTIAL

     of any claim for nonperformance of the Work or any other obligation of
     Contractor hereunder. It is the sole responsibility of Contractor to
     properly design the Work and to provide proper Drawings and Owner shall
     have no responsibility for the adequacy of design of the Plant or Drawings.


                                       44                              Article 6
<PAGE>

                                  CONFIDENTIAL

Article 7. POWER CONTRACT DESIGN AND OPERATING REQUIREMENTS.

Contractor shall meet all the requirements and specifications applicable to the
Work in accordance with the excerpts from the Power Purchase Agreement in
Attachment IV to Exhibit B and the Interconnection Agreement which, when signed,
will be included as Attachment II to Exhibit "B." The Plant shall be designed
and constructed so as to meet or exceed the PECO Test requirements set forth in
Attachment IV to Exhibit "B."


                                       45                              Article 7
<PAGE>

                                  CONFIDENTIAL
Article 8. CONSTRUCTION FINANCING.

Section 8.1 CONSTRUCTION LENDER'S REQUIREMENTS.

(a)  Owner intends to borrow funds to finance the construction of the Plant. As
     a condition precedent to loaning funds to Owner, the Construction Lender
     may require certain documents as to the Work under this Agreement.
     Contractor shall obtain and furnish to Owner and Construction Lender all
     documents reasonably requested by Construction Lender.

(b)  Contractor shall provide one or more duly executed corporate
     indemnifications and guarantees (the "Guarantee(s)") from entities whose
     financial responsibility is acceptable to Owner (the "Guarantors"), as a
     condition precedent to and at the time of execution of this Agreement. The
     duly executed Guarantee(s) must be delivered to Owner at the time of the
     execution of this Agreement. The Guarantee(s) shall be provided to the
     Owner and Construction Lender in the form of Exhibit "K," attached hereto
     and by this reference made a part hereof. If Construction Lender requires
     reasonable modifications to the Guarantee(s) as a condition to financial
     closing of the construction loan for the Plant, Contractor, as a condition
     precedent to continuing performance of this Agreement, shall furnish Owner
     and Construction Lender with such modified documents. Contractor shall,
     when requested by Owner, provide to Owner copies of the most recent audited
     balance sheets of each Guarantor (or other documents reasonably
     satisfactory to Owner and Construction Lender in place of audited balance
     sheets) and such other documents reasonably requested by Owner with respect
     to each Guarantor. Contractor shall also furnish a performance bond in such
     form and with such surety and on such terms as are satisfactory to Owner in
     the amount of Two Hundred Twenty Two Million Five Hundred Thirty Four
     Thousand Two Hundred Forty Seven Dollars ($222,534,247) guaranteeing the
     full and faithful performance of the Work by Contractor and a payment bond
     in such form and with such surety and on such terms as are satisfactory to
     Owner in the amount of Two Hundred Twenty Two Million Five Hundred Thirty
     Four Thousand Two Hundred


                                       46                              Article 8
<PAGE>

                                  CONFIDENTIAL

     Forty Seven Dollars ($222,534,247) guaranteeing the payment by Contractor
     of all amounts due Owner and all liens of all persons performing labor or
     providing services, materials, equipment, supplies, machinery, utilities,
     insurance or any other items in connection with the performance of the
     Work.

(c)  Upon written request from Owner, Contractor shall deliver to Owner an
     interim waiver and release upon payment and a separate written
     acknowledgment of payment from the Subcontractor, both in compliance with
     O.C.G.A. Section 44-14-366 for all payments made to each Subcontractor and
     any waiver or release of lien, encumbrance, claim or security interest of
     Contractor deemed necessary by Owner or Construction Lender to the extent
     of payments made to Contractor. Such documents shall be in a form
     reasonably acceptable to the Owner and the Construction Lender and in
     compliance with Applicable Laws.

(d)  Any liens or security interests to which Contractor may be entitled by
     Applicable Laws shall be subject to and subordinate to any Mortgage, Deed
     of Trust, lien or security interest granted in favor of the Construction
     Lender and/or subsequent lenders and all modifications, consolidations,
     replacements and extensions thereof. This subordination clause applies to
     the extent that the funds secured by the above listed encumbrance(s) of
     said lender(s) are used for the development, purchase and construction of
     the Plant and the Plant Premises, facilities and activities related
     directly or indirectly thereto, including management expense, interest,
     fees, reserve funds, parts, Equipment, interconnections, payments to gas
     suppliers and transporters, lender reimbursable costs, start-up costs,
     contingency funds, real estate and capital requirements (the "Purposes").
     Contractor shall, at any time, upon request of Owner, execute and deliver
     an Indemnity Agreement in form similar to the Contractor's Indemnity
     contained in Exhibit "N." Contractor shall, at any time, upon request from
     Owner execute a subordination agreement in form similar to the Contractor
     Priority Agreement contained in Exhibit "N" so that the interests or
     potential interests of Contractor are subordinate to the interests of
     Construction Lender and any subsequent lender. Contractor shall require in


                                       47                              Article 8
<PAGE>

                                  CONFIDENTIAL

     each contract of a Subcontractor which is in the amount of FIVE HUNDRED
     THOUSAND DOLLARS ($500,000) or more, a subordination provision as described
     in this Section. In addition, Contractor shall require each Subcontractor
     to execute and deliver to Contractor an interim waiver and release waiving
     such Subcontractor's lien for all Work for which payment has been received,
     a separate written acknowledgment of payment and Assignment of All Liens
     and Claims substantially in the same form as contained in Exhibit "N" and
     all of which will be in such form as is acceptable to Construction Lender,
     each time a payment is made to such Subcontractor for Work. Contractor
     shall secure and deliver to Owner an executed Subcontractor Priority
     Agreement as required by Construction Lender's title insurance company in
     form similar to the form contained in Exhibit "N" from each Subcontractor
     which may have acquired lien rights prior to the recording of Construction
     Lender's security documents.

(e)  The Contractor Consent and Agreement, which is to be executed between
     Contractor and Construction Lender, shall require that the Construction
     Lender give duplicate copies to Contractor of any formal notices of default
     given pursuant to the Construction Loan Agreement.

(f)  COMMENCEMENT, NOTICE.

     Except as otherwise provided under a Limited Notice to Proceed, Contractor
     shall commence Work pursuant to this Agreement on the date the
     Authorization to Proceed is given to Contractor pursuant to Section
     20.2(b).

(g)  Prior to the time of the issuance of the title insurance policy by
     Construction Lender's title insurance company and upon written request from
     Owner, Contractor, within five (5) Days of its receipt of such request,
     shall deliver to Construction Lender's title insurance company a list (in
     the form of an affidavit), identifying all Subcontractors and Lower-tier
     Subcontractors who, to the best of Contractor's knowledge, have performed
     Work including the preparation of Drawings or delivered materials or
     supplies in connection with the Plant or the Plant Premises.


                                       48                              Article 8

<PAGE>

                                  CONFIDENTIAL

Article 9. WARRANTIES.

Section 9.1 ENGINEERING, DESIGN AND PERFORMANCE WARRANTIES. In addition to and
not in limitation of any representations, covenants, and warranties of
Contractor set forth elsewhere in this Agreement, Contractor further represents,
covenants and warrants to Owner each of the following:

(a)  The engineering and design of the Plant, including the preparation of the
     Drawings, shall (i) meet the requirements of this Agreement, (ii) be in
     accordance with Applicable Laws, Applicable Insurance Policies and Good
     Utility Practice and (iii) conform to the requirements set forth in
     Exhibits "A", "B" and "D."

(b)  Contractor will use best efforts to obtain Subcontractor warranties of
     twenty-four (24) months, or longer, at no additional cost to Contractor,
     running in favor of Owner, as are required to meet the requirements as
     set forth in Exhibits "A" and "B." Subcontractor warranties shall be
     assigned to Owner upon Owner's request, without prejudice to
     Contractor's rights to enforce such Subcontractor warranties during the
     warranty period. In no event will Subcontractor warranties for
     engineered Equipment be for less than a period of the greater of
     eighteen (18) months after the Scheduled Date of Commercial Operation
     (as determined on the date on which the Authorization to Proceed is
     delivered under this Agreement and without any extensions otherwise
     applicable to such date) or twelve (12) months after the date of
     Commercial Operation. Owner shall be entitled to rely on and enforce:
     Contractor warranties and other Contractor obligations; or Subcontractor
     warranties, or both; or any combination of such warranties and
     obligations.

(c)  The performance of the Equipment specified in Exhibits "A" and "B" shall
     meet or exceed the performance requirements as set forth in Exhibit "D."

(d)  The Systems shall be designed and constructed so as not to interfere with
     or limit the performance of the Equipment to meet the requirements as set
     forth in Exhibit "D."

(e)  The Units and the Plant shall meet the performance warranties set forth in
     Article 13.

Section 9.2 EQUIPMENT WARRANTIES. Contractor represents, covenants and warrants
each of


                                       49                              Article 9
<PAGE>

                                  CONFIDENTIAL

the following:

(a)  All Equipment shall be new, in strict accordance with specifications,
     Applicable Laws and Good Utility Practice, free of Defects in material and
     workmanship (including all Defects or malfunctions which may arise as a
     result of the occurrence of the year 2000) and suitable for use under the
     climatic and range of operating conditions as set forth in Exhibits "A",
     "B" and "D."

(b)  The Plant will be fit for the purposes, as described in this Agreement, for
     which it is intended.

(c)  Contractor shall execute, submit and otherwise fulfill all obligations
     required in connection with all Subcontractor warranty documents, and for
     the length of the warranty period set forth in Section 9.9 of this
     Agreement, administer, litigate and process any disputes, disagreements or
     claims with the person issuing such warranty concerning the breach thereof;
     provided such obligations shall not include the right to release or
     diminish Subcontractors' ongoing warranty obligations without express
     written consent of Owner, and Contractor shall cooperate with Owner and
     allow Owner to participate in all decisions which materially affect Owner
     or the operation of the Plant. The warranties of Contractor with respect to
     Work or Equipment supplied pursuant to the Turbine Contract shall be equal
     to the warranties provided pursuant to the Turbine Contract, including the
     warranty limitation set forth in Section 10.4 of the Turbine Contract
     concerning "collateral damage" as defined therein, provided that if
     Contractor recovers all or part of the costs of such "collateral damage"
     from General Electric Company under any other provision of the Turbine
     Contract, Contractor shall, to the extent of such recovery, be responsible
     for correcting such "collateral damage."

Section 9.3 CONSTRUCTION WARRANTIES. Contractor represents, covenants and
warrants each of the following:

(a)  Contractor will perform and complete the Work in a good and workmanlike
     manner, in accordance with Applicable Laws, Applicable Insurance Policies,
     Good Utility Practice and this Agreement and free from Defects in
     materials, workmanship and title;


                                       50                              Article 9
<PAGE>

                                  CONFIDENTIAL

(b)  Contractor will diligently and continuously prosecute the Work; and

(c)  The Plant will conform to the Drawings.

Section 9.4 EMISSION WARRANTY. Contractor represents, covenants and warrants
during all Acceptance Testing that when operating the combustion turbines in
accordance with manufacturers' requirements, that the hourly average air
emissions for each Unit and the Plant as a whole will not exceed the values set
forth in the permits attached as a part of Exhibit G.

Section 9.5 WATER DISCHARGE WARRANTY. Contractor represents, covenants and
warrants that during all Acceptance Testing that the Plant's water discharge
during operation shall comply with the NPDES Permit and the representations made
in the NPDES Permit Application as provided in Exhibit "G."

Section 9.6 NOISE POLLUTION WARRANTY. Contractor represents, covenants and
warrants that during all Acceptance Testing that operation of the Units and the
Plant shall meet the applicable noise emission requirements as shown in Section
3.25 in Exhibit "A."

Section 9.7 OTHER WARRANTIES. Contractor represents, covenants and warrants each
of the following:

(a)  The Plant will be designed and completed in a manner such that the Plant is
     capable of operation that will not result in a revocation or suspension of
     its status as an Exempt Wholesale Generator, as that term is defined in
     Section 32 (a) (1) of the Public Utility Holding Company Act of 1935, as
     amended, 15 U.S.C. Section 79 z. - 5 a. and regulations thereunder.

(b)  The Work and the Plant shall be in compliance with Applicable Laws,
     Applicable Insurance Policies and this Agreement.

(c)  This Agreement has been executed on behalf of Contractor with proper
     authority in accordance with the laws of the State of Delaware, as well as
     in accordance with the articles of organization of Contractor. Each
     Guarantor has full power to enter into the Guarantee. Each Guarantee has
     been executed with full authority in accordance with the laws of the state
     of organization of each of the respective Guarantors, as well as in


                                       51                              Article 9
<PAGE>

                                  CONFIDENTIAL

     accordance with the articles of organization and governing instruments or
     documents of such Guarantor.

(d)  Contractor is a corporation, duly organized in accordance with the laws of
     the State of Delaware. Contractor (i) has the power and authority to own
     its property and assets and to transact the business in which it is engaged
     or presently proposes to engage, and (ii) is authorized to do business as a
     corporation and is in good standing in each jurisdiction in which it is
     required to be authorized to do business. No governmental approval (other
     than those already obtained) is necessary or appropriate in connection with
     the formation and continued existence of Contractor.

(e)  Contractor has full power, authority and legal right to execute, deliver,
     and perform this Agreement and any subcontracts to be entered into by it.

(f)  Contractor has taken all necessary action to authorize the execution,
     delivery and performance of this Agreement. No necessary action on the part
     of Contractor, and no consent of or authorization of, filing with or any
     other act by or in respect of any governmental authority or other person is
     required in connection with the execution and delivery by Contractor of
     this Agreement.

(g)  This Agreement has been duly executed and delivered on behalf of Contractor
     and constitutes a legal, valid and binding obligation of Contractor
     enforceable against Contractor in accordance with its terms, except as the
     enforcement thereof may be limited by applicable bankruptcy, insolvency or
     similar laws affecting the enforcement of rights of creditors generally and
     except to the extent that enforcement of rights and remedies set forth
     therein may be limited by equitable principles (regardless of whether
     enforcement is considered in a court of law or a proceeding in equity).

(h)  Neither the execution, delivery or performance by Contractor of this
     Agreement nor compliance by it with the terms and provisions hereof will
     (i) to the best of Contractor's knowledge contravene any Applicable Laws,
     (ii) conflict with or result in any breach of any of the terms and
     conditions of, or result in the creation or imposition of (or the
     obligations to create or impose) any lien upon any of the property or
     assets of


                                       52                              Article 9
<PAGE>

                                  CONFIDENTIAL

     Contractor under, any agreement or instrument to which Contractor is a
     party or by which it or any of its property or assets is bound, or (iii)
     violate any provision of Contractor's charter or other organizational
     documents.

(i)  All Work and the Plant will conform to the design, construction,
     engineering and performance standards described in this Agreement.

(j)  Upon transfer of title to the Work to Owner, Owner shall have title to all
     Work free and clear of claims and liens of all Persons, as provided in
     Section 27.5 of this Agreement, subject however, to the interest of the
     Development Authority pursuant to bond financing obtained from the
     Development Authority.

(k)  There is no outstanding litigation against Contractor which is likely to
     materially impair its ability to perform its obligations under this
     Agreement and, to the best of Contractor's knowledge, there is no expected
     litigation against Contractor which is likely to materially impair its
     ability to perform its obligations under this Agreement.

(l)  Contractor will promptly comply with all requirements of O.C.G.A. Section
     44-14-361.5, including filing a Notice of Commencement in the real estate
     records of the Clerk of Superior Court of Heard County, Georgia and posting
     a Notice of Commencement on the Plant Premises.

Section 9.8 CORRECTIONS.

(a)  Contractor shall promptly, upon written notice from Owner, correct Work
     rejected by the Owner for failing to conform to the requirements of this
     Agreement, including warranties, observed before or during the warranty
     period set forth in Section 9.10 of this Agreement whether or not
     fabricated, installed or completed. Contractor shall bear the costs of
     correcting all rejected Work. If Contractor disagrees with any rejection of
     Work by Owner, Contractor shall promptly submit to Owner a "Request for
     Directed Work Order." If Owner issues a "Directed Work Order," Contractor
     shall proceed without undue delay to repair or replace Work which Owner has
     rejected, as set out in such order and consistent with this Article 9.
     Within fourteen (14) Days after Contractor's submittal of a Request for
     Directed Work Order, Contractor may submit a


                                       53                              Article 9
<PAGE>

                                  CONFIDENTIAL

     "Dispute Notice" to Owner setting out the reasons for Contractor's
     disagreement with Owner's rejection of Work and the parties shall resolve
     such disagreement as a Dispute in accordance with the procedures of Section
     18.5.

(b)  Contractor shall commence action to correct any Defects in engineering
     and/or design as soon as reasonably possible but in no event more than
     seventy-two (72) hours after Contractor becomes aware of such Defects
     whether on its own or by receipt of notice from Owner, unless otherwise
     agreed to by Owner, in writing.

(c)  Contractor shall bear the installed cost of any and all repairs,
     replacements and corrections required for Work not in accordance with
     Contractor's obligations, including any warranty made under this Agreement,
     including the cost to remove or replace walls and barriers and the cost of
     equipment to complete the repairs.

(d)  Except for Work and Equipment provided by General Electric Company pursuant
     to the Turbine Contract, which shall be governed by the warranties set
     forth in the Turbine Contract, any repaired or replaced Work shall be
     rewarranted for an additional twelve (12) month warranty period, or the
     balance of the eighteen (18) month warranty period, whichever is
     greater; but in no event shall any Contractor warranty or rewarranty
     extend beyond thirty (30) months after the date of Commercial Operation.
     Any repaired or replaced Work and/or Equipment supplied pursuant to the
     Turbine Contract shall be rewarranted by Contractor as provided for in
     the Turbine Contract.

(e)  No extension of time or increase in the Guaranteed Lump Sum Price will be
     allowed for corrections made in accordance with this Agreement. In
     performing its warranty obligations, Contractor shall coordinate with
     Owner's schedule of operation to minimize any adverse effect on the Plant's
     operations. The warranties set forth in this Agreement shall apply to any
     changes in the design or construction of the Plant performed pursuant to
     this Agreement unless Contractor reasonably disputes such changes as not
     being in accordance with good workmanship or generally accepted
     professional engineering standards, provided that Contractor gives Owner
     written notice of its dispute with the change prior to Contractor
     performing any such change


                                       54                              Article 9
<PAGE>

                                  CONFIDENTIAL

     and such dispute ultimately is resolved in Contractor's favor.

(f)  Contractor shall not cover any of the following portions of the Work
     without providing Owner's Site Representative with notice of covering at
     least twenty-four (24) hours before such portion of the Work is to be
     covered: fire water piping; oil storage tank area; sanitary sewer; waste
     water line and such other items reasonably requested. If any portion of the
     Work is covered without Contractor complying with such a request, that
     portion of the Work must, if required in writing by the Owner, at
     Contractor's expense, be uncovered for observation and shall be recovered.
     If any portion of the Work has been covered which the Owner has not
     specifically requested to observe prior to being covered, the Owner may
     request to see such Work and it shall be uncovered by Contractor. If such
     Work is found to be in accordance with the Drawings, the cost of uncovering
     and recovering shall, by appropriate Change Order, be charged to Owner. If
     such Work is not found to be in accordance with the Drawings, Contractor
     shall bear such uncovering and recovering costs.

(g)  If Contractor does not provide Owner the right to inspect any portion of
     the Work as required by Section 6(a), Contractor must, if required in
     writing by Owner, dismantle such portion of the Work as is required for
     inspection and Contractor shall bear the expense of such dismantling and
     reassembly. If Owner requests the dismantling of Work for which it failed
     to request inspection or failed to inspect despite the availability of such
     Work for inspection and such Work proves to be in accordance with this
     Agreement, the expense of dismantling and reassembly shall, by appropriate
     Change Order, be charged to Owner. If such Work proves to be not in
     accordance with this Agreement, Contractor shall bear such dismantling and
     reassembly costs.

Section 9.9 WARRANTY PERIOD.

Except as provided in Section 9.8(d) of this Agreement, Contractor shall be
obligated for all warranties under this Article 9 for a period commencing with
execution of this Agreement and continuing for a period of the greater of
eighteen (18) months after the Scheduled Date of Commercial Operation (as
determined on the date on which the Authorization to Proceed is


                                       55                              Article 9
<PAGE>

                                  CONFIDENTIAL

delivered under this Agreement and without any extensions otherwise
applicable to such date) or twelve (12) months after the date of Commercial
Operation of a Unit; provided that notwithstanding the immediately preceding
warranty periods, Contractor shall be obligated for warranties for any design
defect for a period of one (1) year after Commercial Operation of the last
Unit and for those specific items listed in Attachment VI of Exhibit B for
the period set forth after such specific item; and further provided, that,
with respect to the Equipment warranted pursuant to the Turbine Contract,
Contractor's warranty shall be limited to the warranty period(s) set forth in
such Contract. Contractor shall assign all warranties under the Turbine
Contract to Owner immediately following Commercial Operation. In addition to
all other remedies available to Owner, if there is a breach of Contractor's
warranty, Contractor shall immediately begin corrective action, pursuant to
Section 9.8, after receipt of written notice from the Owner to do so.
Contractor shall not be entitled to rely upon the warranties of its
Subcontractors in determining the extent or limitation of any of Contractor's
warranties, nor shall Owner be limited thereby. This Section 9.9 shall not be
a time limitation for any action under this Agreement which arises by reason
of the violation of or failure to perform under any provision or Section
other than this Article 9.

Section 9.10 WARRANTY LIMITATIONS.

The warranties and remedies for each warranted item under this Article 9 shall
be inoperative with respect to a Defect in such warranted item if:

(a)  such Defect in such warranted item is caused by Owner's failure to operate
     and maintain the warranted item (i) in conformance with applicable
     operating and maintenance instructions and other reasonable written
     recommendations supplied by Contractor (to the extent such instructions are
     not inconsistent with the terms, conditions, specifications or standards
     set forth in this Agreement) or, in the absence of thereof, (ii) in
     accordance with generally accepted operating practices of the electric
     power producing industry;

(b)  the warranted item is materially altered without the written consent of
     Contractor and the alteration causes such Defect in such warranted item; or


                                       56                              Article 9
<PAGE>

                                  CONFIDENTIAL

(c)  Contractor, in writing, requests operating and maintenance data from Owner
     with respect to a defective warranted item and Owner fails to provide
     Contractor with reasonable access to any such available operating and
     maintenance data.

Contractor shall have no warranty responsibility for (i) any repairs,
adjustments, alterations, replacement or maintenance that may be required to any
warranted item as a result of normal corrosion, erosion or wear and tear, or
(ii) any Defect in a computer program, or portion thereof, which has been
modified (excluding revisions of data or changes in configuration of the
programs typically allowed by the manufacturer) without the written consent of
Contractor. The limitations set forth in this Section 9.10 shall not limit or
modify the warranties set forth in the Turbine Contract. With respect to all
warranties and rewarranties made by General Electric Company pursuant to the
Turbine Contract, all of which are incorporated by reference into this
Agreement, Contractor shall have the primary, separate and direct obligation to
Owner for such warranties and rewarranties; provided, however, that as between
Owner and Contractor, Contractor shall not have the benefit of any conditions,
exclusions or exceptions to such warranties and rewarranties under the Turbine
Contract or this Agreement which arise as a result of the actions or failures to
act of Contractor (including actions or failures to act of Subcontractors other
than General Electric Company and Lower-tier Subcontractors), including any
breach by Contractor of the standards of performance set forth for Buyer in the
Turbine Contract or for Contractor in this Agreement.


                                       57                              Article 9
<PAGE>

                                  CONFIDENTIAL

Article 10. OWNER'S RIGHT TO CURE WORK AND SET OFF.

(a)  If Contractor shall fail, refuse or neglect to make any payment related to
     the Work due by Contractor (excluding non-payment to Subcontractors as a
     result of a good faith dispute) or perform any of its obligations required
     by this Agreement and Contractor fails to commence in good faith and with
     due diligence to remedy any such non-payment or non-performance within
     seventy-two (72) hours after notice from Owner, then at any time thereafter
     Owner may without waiving or releasing any other right, remedy or recourse
     which Owner may have (but Owner shall not be obligated to do so) make such
     payment or perform such act or acts for the account of and at the expense
     of Contractor. In making any payment on behalf of Contractor, Owner shall
     have the right to take all such action as Owner may deem necessary or
     appropriate, including the use of proprietary data, upon the execution of a
     reasonable Confidentiality Agreement if requested by a Subcontractor owning
     such data, in order to remedy such failure, refusal or neglect of
     Contractor. Contractor shall indemnify and hold Owner harmless from and
     against any and all loss, cost, expense, liability, damage and claims and
     causes of action, including reasonable attorney's fees, incurred or
     accruing by or as a result of any acts performed by Owner pursuant to the
     provisions of this Section 10(a), except in the event of Owner's sole
     negligence, and for funds advanced by Owner pursuant to this Section 10(a)
     or any other provision of this Agreement. If Contractor and Owner agree in
     advance to have Owner perform certain acts otherwise required to be
     performed by Contractor, Owner shall not be entitled to indemnification
     under this Section 10(a) with respect to such acts unless Owner and
     Contractor specifically agree to such indemnification. All sums advanced or
     debts incurred by Owner pursuant to this Section 10(a) shall have added to
     the sum advanced, as an additional amount to be paid by Contractor to
     Owner, interest at the less of the rate of fifteen percent (15%) per annum
     or the largest rate allowable under Applicable Laws, until such advance or
     debt is repaid by Contractor to Owner. Contractor shall pay Owner for such
     sums no later than fifteen (15) Days after written demand by Owner. The
     rights of Owner under this Section 10(a) are in addition to and not in lieu
     of rights provided to


                                       58                             Article 10
<PAGE>

                                  CONFIDENTIAL

     Owner in Article 18 of this Agreement.

(b)  Owner shall notify Contractor of any breach of a provision of this
     Agreement and the rejection of any Work and/or Equipment that are not in
     accordance with the Exhibits or the Drawings; provided, however, that
     failure, on the part of Owner to report any breach of a provision of this
     Agreement which Owner may know of to Contractor shall not relieve
     Contractor of any of its responsibilities as provided in this Agreement nor
     give Contractor any additional rights.

(c)  Owner shall have the right to set off any claim of Owner for liability of
     Contractor to Owner arising under this Section or any other provision of
     this Agreement against any debt or obligation of Owner to Contractor
     arising under this Agreement.


                                       59                             Article 10
<PAGE>

                                  CONFIDENTIAL

Article 11. MECHANICAL COMPLETION, FUNCTIONAL TESTING.

Section 11.1 MECHANICAL COMPLETION.

(a)  Contractor shall give Owner three (3) Days notice prior to any testing or
     checkout, which is required as a condition for Contractor's delivery of
     Notice of Mechanical Completion, including all checkout and Equipment
     testing. Owner may witness all such testing and checkout.

(b)  When Contractor determines that a particular System, Unit or Phase (i) has
     been assembled, constructed or completed in accordance with the Drawings,
     (ii) has successfully passed checkout and System Testing for Mechanical
     Completion (including functional testing of all components of the System)
     and necessary non-performance testing, including hydrostatic testing, loop
     checks, relay checks, calibration and continuity checks, (iii) is
     sufficiently identified, including all records or other documents of
     whatever nature pertaining to the assembly or construction of the System,
     and (iv) is ready for Functional Testing, Contractor shall notify Owner in
     writing that the System, Unit or Phase is mechanically complete ("Notice of
     Mechanical Completion"). The Notice of Mechanical Completion shall include:
     a marked up P&ID to show the extent of the System, Unit or Phase; all
     results of System, Unit or Phase checkout and all System, Unit or Phase
     Testing for Mechanical Completion; and other checkout sheets and setting
     data, and, with respect to each Unit, shall list in detail the Equipment
     for which Owner shall assume risk of loss upon achievement of Commercial
     Operation by such Unit. Owner shall respond in writing to Contractor's
     Notice of Mechanical Completion within ten (10) Days from its receipt of
     the Notice of Mechanical Completion setting forth one of the following: (1)
     an indication that the particular System or Unit (and later, when
     applicable, Phase I or Phase II) appears to be mechanically complete,
     except for Punch List items ("Mechanical Completion"), as evidenced by
     Owner's signature on and return of such Notice to Contractor ("Certificate
     of Mechanical Completion") accompanied by Owner's Punch List, satisfactory
     completion of which shall be accomplished by Contractor within a reasonable
     time period identified by Owner; or (2) rejection of the


                                       60                             Article 11
<PAGE>

                                  CONFIDENTIAL

     particular System or Unit (and later, when applicable, Phase I or Phase II)
     as mechanically complete by giving a written notice to Contractor stating
     with reasonable particularity the facts upon which such rejection is based,
     and stating the specific Work which it appears that Contractor must perform
     and the specific conditions which should be met in order for the System or
     Unit (and later, when applicable, Phase I or Phase II) to become
     mechanically complete. The existence of Punch List items shall not delay
     Mechanical Completion of a System if Owner agrees that the items or items
     on the Punch List are in accordance with the definition of Punch List set
     forth in Article 1. The date of Mechanical Completion is the date on which
     Owner signs such notice indicating Mechanical Completion. Upon receipt by
     Contractor of Owner's rejection as provided by Section 11.1(b)(2),
     Contractor shall take immediate action and proceed with due diligence and
     in good faith to remedy the conditions described in such rejection. After
     receipt of a rejection notice and correction of the items described in such
     notice, Contractor shall recommence the process in this Section 11.1 by
     giving a new Notice of Mechanical Completion to Owner and Owner shall have
     five (5) days after receipt of such new Notice of Mechanical Completion in
     which to respond.


(c)  Contractor shall obtain written approval from Owner in accordance with
     Owner's requirements, including safe clearance procedures, prior to
     performing any Work on a System or Unit (and later, when applicable, Phase
     I or Phase II) for which a Certificate of Mechanical Completion has been
     issued.

(d)  In no event shall a Certificate of Mechanical Completion be issued for a
     Unit unless and until a Certificate of Mechanical Completion for all
     Systems associated with such Unit has been issued, all Systems associated
     with such Unit have been completed and the Unit is ready for Functional
     Testing, provided however, the existence of Punch List items shall not
     delay Mechanical Completion of the Unit if Owner agrees that the items or
     items on the Punch List are in accordance with the definition of Punch List
     set forth in Article 1. In no event shall a Certificate of Mechanical
     Completion be issued for a Phase unless and until Certificates of
     Mechanical Completion for all Units associated with such Phase have been
     issued, all Units associated with such Phase have been


                                       61                             Article 11
<PAGE>

                                  CONFIDENTIAL

     completed and the Phase is ready for PECO Tests, provided however, the
     existence of Punch List items shall not delay Mechanical Completion of the
     Phase if Owner agrees that the items or items on the Punch List are in
     accordance with the definition of Punch List set forth in Article 1.

(e)  Functional Testing for each System or any group of Systems may commence
     upon certification of Mechanical Completion of such System or group of
     Systems, provided that such System or group of Systems shall have its
     control systems tested for efficient operation prior to the commencement of
     such Functional Testing. Functional Testing of a critical System may
     proceed upon Notice of Mechanical Completion of such System and
     verification by Owner that Functional Testing may proceed even if
     certification of Mechanical Completion for such System is not finalized,
     provided that such critical System shall have its control systems tested
     for efficient operation prior to the commencement of such Functional
     Testing. Functional Testing of a Unit may proceed upon Notice of Mechanical
     Completion of the Unit and verification by Owner that Functional Testing
     may proceed even if certification of Mechanical Completion of the Unit is
     not finalized. Verification that Functional Testing may proceed shall not
     be unreasonably delayed. Contractor shall prepare Functional Test
     procedures and submit the procedures to Owner not less than ninety (90)
     Days prior to the scheduled date to begin Functional Testing. Owner shall
     provide comments on the Functional Test procedures not later than thirty
     (30) Days after the final Functional Test procedures are submitted. Final
     Functional Test procedures incorporating Owner's comments shall be issued
     by Contractor within thirty (30) Days of receiving Owner's comments. Prior
     to the commencement of Functional Testing, Contractor shall complete and
     Owner shall approve all written operating procedures, maintenance manuals
     and operator training as set forth in this Agreement.

Section 11.2 ISSUANCE OF A CERTIFICATE OF MECHANICAL COMPLETION.

(a)  Notwithstanding the issuance of a Certificate of Mechanical Completion by
     Owner with respect to a System or a Unit, prior to Commercial Operation of
     a Unit, the operation and maintenance of the Unit shall be under the
     direction and control of the


                                       62                             Article 11
<PAGE>

                                  CONFIDENTIAL


     Contractor through the Contractor's start-up manager. Contractor's start-up
     manager and other Contractor personnel used in connection with the
     start-up, adjustment or other operation of the Unit prior to Commercial
     Operation shall be qualified and trained to start-up, adjust and operate
     the Unit and shall perform their duties in accordance with Good Utility
     Practice. During the period between the issuance of a Certificate of
     Mechanical Completion for a System or a Unit and prior to Commercial
     Operation of such Unit, the operation and maintenance of the System or Unit
     shall be performed by operations and maintenance personnel provided by
     Owner on a full-time basis, subject to the direction of Contractor's
     start-up manager, using tools, materials and supplies of Owner (to the
     extent that this Agreement provides for Owner to supply or have available
     such tools, materials and supplies), provided that Contractor's start-up
     manager shall utilize personnel provided by Owner in accordance with Good
     Utility Practice in connection with normal operation and maintenance
     activities and in accordance with the applicable job scope of each
     individual. Contractor's start-up manager shall be responsible for
     maintaining proper System protection in general and in particular with
     regard to weather and for start-up scheduling. On the date on which
     Commercial Operation of a Unit occurs, control of the operation and
     maintenance of the Unit and risk of loss to such Unit shall transfer from
     Contractor to Owner and thereafter Owner shall be in charge if issuing "hot
     work permits" at such times as Contractor requires access to such Unit.

(b)  Contractor shall provide Owner with written notice to Owner's Site
     Representative prior to performing any Work on a System or Unit (and later,
     when applicable, an entire Phase) for which Owner has issued a Certificate
     of Mechanical Completion, and such Work shall be performed in accordance
     with Owner's requirements, including safe clearance procedures.

(c)  Notwithstanding anything in this Section 11.2 to the contrary, Contractor
     shall not be responsible or liable for damage or loss caused by the Owner's
     operator's employees when acting contrary to or outside the direction of
     Contractor. This Section 11.2(c) shall not change any obligation of
     Contractor nor its responsibility for its own


                                       63                             Article 11
<PAGE>

                                  CONFIDENTIAL

     negligence or for breach of any obligation provided in this Agreement,
     including the obligations of this Section 11.2.


                                       64                             Article 11
<PAGE>

                                    CONFIDENTIAL


Article 12.   ACCEPTANCE TESTING, COMMERCIAL OPERATION AND FINAL
              ACCEPTANCE.

Section 12.1  ACCEPTANCE TESTING PROCEDURES.

In conformance with Exhibit "D," specific test procedures for all
Acceptance Testing will be developed by Contractor and shall be jointly
reviewed and, if necessary, revised by Owner and Contractor, subject to
final approval by Owner and Contractor. Acceptance Testing means the
performance of:

(a)      PECO Tests which will be developed encompassing the
         requirements of PECO, all of which are specifically
         identified in Section 3.0 of Exhibit "D". The PECO Tests will
         include a test determining capacity output after completion
         of each Phase and tests which demonstrate various Plant and
         component capabilities, including a test of the combustion
         turbine evaporative cooler as set forth in Section 2.2.3.4 of
         Exhibit "D" (the "Combustion Turbine Evaporative Cooler Test");

(b)      Owner Tests to confirm that each Unit and the Plant will meet
         the requirements of Owner under this Agreement, all of which
         are specifically identified in Exhibit "D." The Owner Tests
         will include:

         (i)   tests to measure net power output and net heat rate of
               each Unit and the entire Plant as set forth in
               Section 2.1 of Exhibit "D" ("Performance Tests");

         (ii)  tests to demonstrate satisfaction of the requirements
               for Unit, Plant and component capabilities as set forth
               in Section 2.2 of Exhibit "D" ("Demonstration Tests");

         (iii) air permit compliance tests to satisfy the requirements
               of Section 2.3 of Exhibit "D" with respect to each Unit
               ("Emissions Test"); and

         (iv)  an availability test for each Unit to satisfy the
               requirements set forth in Section 2.4.1 of Exhibit
               "D" ("Unit Availability Test") and an availability
               test for the Plant ("Plant Availability Test") to
               satisfy the requirements set forth in Section 2.4.2
               of Exhibit "D".

Contractor shall submit final detailed test procedures to Owner and the
Independent Engineer at least ninety (90) Days prior to the start of
Acceptance Testing.

                                                                     Article 12


                                         65

<PAGE>

                                    CONFIDENTIAL


Section 12.2   REQUIREMENTS AND NOTIFICATION FOR ACCEPTANCE TESTING -
               COMMERCIAL OPERATION DEFINED.

A Unit will not be deemed to be ready for Acceptance Testing until all the
requirements of Sections 12.2 (a) and (b) are satisfied.

(a)      Prior to the commencement of Acceptance Testing for a Unit,
         Contractor shall achieve each of the following (each of which continues
         to be true at the time of commencement of such Acceptance Testing):

         (i)    Mechanical Completion of each System of the Unit individually
                and of the entire Unit except for Punch List items;

         (ii)    satisfaction of all Functional Testing requirements
                 for the Unit, as provided in Section 11.1(e);

         (iii)   the availability of the Unit for normal and continuous
                 operation;

         (iv)    issuance of all permits required to be obtained by
                 Contractor; and

         (v)     calibration of the continuous emissions monitoring
                 systems instrumentation for such Unit.

(b)      At least seven (7) Days prior to the commencement of Acceptance
         Testing for a Unit, Contractor shall give notice to Owner, the party
         acting as agent for the Construction Lender and the Independent
         Engineer proposing the date upon which Acceptance Testing for such
         Unit will begin and including a schedule for all of the required tests
         (an "Acceptance Testing Notice").  Contractor may schedule any tests
         required by this Agreement, but not scheduled in the first Acceptance
         Testing Notice for a Unit, by giving a subsequent Acceptance
         Testing Notice to Owner, the party acting as agent for the Construction
         Lender and the Independent Engineer at least seven (7) Days prior to
         commencement of such tests proposing the date upon which such tests
         will begin for such Unit and including a schedule for such tests.
         The first Acceptance Test Notice for a Unit shall be given by
         Contractor at the same time as or after the Notice of Mechanical
         Completion of the Unit is given to Owner by Contractor and Acceptance
         Testing shall not commence prior to satisfaction of all Functional
         Testing requirements

                                                                     Article 12


                                         66

<PAGE>

                                    CONFIDENTIAL


         for such Unit. At the time when each Acceptance Testing Notice is
         given, Contractor shall reasonably believe that during Acceptance
         Testing for such Unit, Unit emissions will be in compliance with the
         requirements of all applicable air permits as set forth in
         Exhibit "G." Owner shall notify PECO and all other Persons, except
         those notified by Contractor pursuant to this Section 12.2(b), that
         are required to witness any such testing.  Contractor shall provide
         Owner and all Persons receiving notice the opportunity to observe the
         tests included in the Acceptance Testing Notice at the time specified
         for such tests in the notice.  If Owner determines that all of the
         requirements of Sections 12.2(a) and (b) have been met, Owner will
         confirm to Contractor that Acceptance Testing may begin for such Unit
         on the date proposed in the Acceptance Testing Notice. If Owner
         determines that one or more of the requirements of Sections 12.2(a)
         and (b) have not been met, Owner may reject the Acceptance Testing
         Notice by giving notice to Contractor, within five (5) Days of receipt
         of the Acceptance Testing Notice, setting forth one or more of the
         requirements of Section 12.2(a) or Section 12.2(b) which Contractor
         has failed to meet ("Cancellation Notice").  The Cancellation Notice
         shall state with particularity the facts upon which cancellation of
         Acceptance Testing is based, and state the specific conditions which
         must be met before the Acceptance Testing for such Unit can proceed.
         Contractor shall take such action as is appropriate to remedy the
         conditions described in the Cancellation Notice.  Owner's failure to
         give a Cancellation Notice to Contractor within five (5) Days after
         receipt of the Acceptance Testing Notice shall be deemed to be Owner's
         approval for Acceptance Testing to proceed for a Unit as indicated in
         the Acceptance Testing Notice.  After Contractor has taken action to
         remedy any condition or conditions which Owner has stated in a
         Cancellation Notice, Contractor shall give Owner a new Acceptance
         Testing Notice for such Unit conforming to the requirements of this
         Section 12.2(b), and the provisions of this Section 12.2(b) shall apply
         with respect to such new Acceptance Testing Notice in the same manner
         as they applied to the original Acceptance Testing Notice, except:
         (i) the date for the commencement of Acceptance Testing for such Unit

                                                                     Article 12


                                         67

<PAGE>

                                    CONFIDENTIAL


         shall be no earlier than seventy-two (72) hours after the receipt
         of such new notice by Owner, and (ii) Owner shall have forty-eight
         (48) hours after the Owner's receipt of the new notice within which
         Owner may reject the Acceptance Testing Notice for such Unit by
         giving a new Cancellation Notice to Contractor. The foregoing
         procedure shall be repeated as often as necessary until Owner no
         longer reasonably rejects the Acceptance Testing Notice. If one of
         the tests required as a part of Acceptance Testing for a Unit is
         failed or is terminated prior to completion of such test and such
         test is not restarted within forty-eight (48) hours, the notice
         requirements of (i) and (ii) above shall apply prior to restarting
         any test which was failed or terminated or beginning any tests
         which were postponed.

(c)      Commercial Operation for a Unit as used in this Agreement
         shall mean the Unit and Contractor having met all of the
         following requirements, as determined pursuant to Section 12.2(d):

        (i)     the requirements of Section 12.2(a),

        (ii)    the satisfaction of all of the requirements of:

                A.  the Unit Output Requirement and the Unit
                    Heat Rate Requirements, subject to the right
                    of Contractor to proceed in accordance with
                    Section 12.3(c) upon compliance with the
                    requirements set forth in such section;

                B.  the Unit Availability Test identified in Section 2.4
                    of Exhibit D;

                C.  those Demonstration Tests identified in Section 2.2.2
                    of Exhibit D as being requirements for Commercial
                    Operation; and

                D.  the air permit compliance  requirements of Section 1.4
                    of Exhibit D as measured by the continuous emissions
                    monitoring system instrumentation during Acceptance
                    Testing of such Unit (the "CEMS Requirements"); and

         (iii)  the Unit must, upon satisfaction of all the requirements of
                the immediately preceding subsection (ii), be available for
                normal and continuous operation


                                                                     Article 12


                                         68

<PAGE>

                                    CONFIDENTIAL


                and must be capable of delivering the electric output of the
                Unit at the Interconnection Points for electric power
                transmission.

(d)      When Contractor, in good faith, considers that a Unit has
         achieved all of the requirements of Section 12.2(c)(i)-(iii),
         Contractor shall notify Owner and Construction Lender, in
         writing, by delivering Contractor's Notice of Commercial
         Operation. Within three (3) Days after receipt of Contractor's
         Notice of Commercial Operation, Owner shall respond to such
         notice by either (i) accepting that the Unit has achieved
         Commercial Operation or (ii) rejecting such notice and
         specifying the reasons for such rejection. The date of
         Commercial Operation for a Unit shall be the date on which all
         of the requirements of Section 12.2(c)(i) through (iii) have
         been achieved, as agreed by Owner, Contractor, the
         Construction Lender and the Independent Engineer. Agreement
         shall not be unreasonably withheld. When Contractor, in good
         faith, considers that the Plant has achieved all of the
         requirements of Plant Commercial Operation, Contractor shall
         notify Owner and Construction Lender, in writing, by
         delivering Contractor's Notice of Plant Commercial Operation.
         Within three (3) Days after receipt of Contractor's Notice of
         Plant Commercial Operation, Owner shall respond to such notice
         by either (i) accepting that the Plant has achieved Commercial
         Operation or (ii) rejecting such notice and specifying the
         reasons for such rejection. The date of Commercial Operation
         for the Plant shall be the date on which all of the
         requirements of Plant Commercial Operation have been achieved,
         as agreed by Owner, Contractor, the Construction Lender and
         the Independent Engineer. Agreement shall not be unreasonably
         withheld. Owner shall cooperate with Contractor in an effort
         to reach agreement with the Construction Lender and the
         Independent Engineer on the achievement of Commercial
         Operation for a Unit or the achievement of Plant Commercial
         Operation as soon as any required data becomes available from
         the Acceptance Testing whether the requirements of such test
         have been achieved and, if not achieved, to identify the
         specific failures.


                                                                     Article 12


                                         69

<PAGE>

                                    CONFIDENTIAL


Section 12.3    ACCEPTANCE TESTING TO ACHIEVE COMMERCIAL OPERATION.

(a)      After an Acceptance Testing Notice has been given by Contractor,
         without rejection by Owner, and Contractor has concluded all
         test preparation procedures, then Contractor shall proceed to
         perform all of the tests set forth in such notice in
         accordance with the test schedule contained in the Acceptance
         Testing Notice, provided that the PECO Tests shall be
         scheduled and performed on (1) all of the Units in Phase I
         only after all other Acceptance Testing has been
         satisfactorily completed with respect to the Units in Phase I
         and (2) all of the Units in Plant only after all other
         Acceptance Testing has been satisfactorily completed with
         respect to all of the Units in the Plant.


(b)      Acceptance Testing shall be carried out in accordance with the
         specifications and procedures provided in this Agreement or
         developed pursuant to this Agreement. If after Acceptance
         Testing is stopped, the Unit has failed to achieve all of the
         requirements of Section 12.2(c)(ii), Contractor shall, subject
         to the right of the Contractor to proceed in accordance with
         Section 12.3(c) upon compliance with the requirements set
         forth in such section, use all reasonable efforts and
         diligently make such changes to or adjustments in the Unit as
         Contractor deems necessary to achieve all of the requirements
         of Section 12.2(c)(ii). Upon completion of Contractor's
         changes to or adjustments in the Unit, and Contractor giving a
         new Acceptance Testing Notice to Owner which is not rejected
         by Owner, Contractor shall repeat such failed tests for such
         Unit. Prior to achievement of all of the requirements of
         Section 12.2(c)(ii), Contractor shall remain subject to
         liquidated damages for such Unit as provided in Section 13.1,
         unless Contractor is eligible to and elects to proceed in
         accordance with the requirements of Section 12.3(c) for such
         Unit. Any such changes and adjustments to the Unit and
         retesting shall be at Contractor's expense. With Contractor's
         consent, which shall not be unreasonably withheld, Owner may
         operate the Unit between retests. If the Unit fails any
         retest, subject to the right of the Contractor to proceed in
         accordance with Section 12.3(c) upon compliance with the
         requirements set forth in such section, Contractor shall use
         all reasonable efforts and diligently take appropriate
         corrective actions and continue retesting until all of the
         requirements under Section


                                                                     Article 12


                                         70

<PAGE>

                                    CONFIDENTIAL


         12.2(c)(ii) are achieved. When Contractor has completed all
         changes to and adjustments in the Unit, Owner reserves the
         right to require Contractor to reconduct any of the Acceptance
         Testing which Owner reasonably believes necessary based upon the
         modifications made to the Unit, to confirm that the Unit as
         changed and adjusted meets all requirements for Commercial
         Operation while meeting CEMS Requirements and to confirm that no
         Acceptance Testing results for such Unit have been invalidated
         or compromised by such changes or adjustments. Contractor's
         obligations and rights to retest under this Section 12.3(b)
         are expressly subject to the rights of Owner under Section 18.1(c).

(c)      If Owner, Contractor, Construction Lender and Independent
         Engineer agree that all of the requirements of Section
         12.2(c)(i) through (iii) have been satisfied for a Unit,
         except for the Unit Output Requirement and/or the Unit Heat
         Rate Requirements, then Contractor may give notice to Owner
         that Contractor elects to proceed under this Section 12.3(c)
         with respect to such Unit (the "Section 12.3(c) Notice")
         provided the following requirements are satisfied:


(i)      The Unit has achieved the Interim Performance Requirements for
         net power output and net heat rate set forth in
         Section 2.1.3.1 of Exhibit "D."

(ii)     Contractor's corrective actions and retesting of the Unit
         shall not interfere with the normal and continuous operation
         of the Unit during the one hundred eighty (180) Day period
         immediately following such notice.

(iii)    Contractor immediately pays liquidated damages pursuant to
         Sections 13.1 (if any), 13.3 and 13.4 (based upon failure to
         achieve the Unit Output Requirement and/or the Unit Heat Rate
         Requirements based upon the results of the most recent tests
         for such Unit); provided that if General Electric Company has
         made an election under Section 17.2(d) of the Turbine Contract
         to stop the accrual of liquidated damages under the Turbine
         Contract, Contractor may deduct from the liquidated damages to
         be paid under this provision, the amount of liquidated damages
         calculated as provided in Section 17.2(d) of the Turbine Contract
         which General Electric Company is potentially liable

                                                                     Article 12


                                         71

<PAGE>

                                    CONFIDENTIAL


         for at the time when  General Electric Company makes such election,
         and the amount so deducted shall be deferred until a final
         determination of liquidated damages is made under this Agreement.

         Upon satisfying the conditions for giving the Section 12.3(c)
         Notice and the giving of such notice to Owner, the Unit will
         be deemed to have achieved Commercial Operation on the date of
         such notice. After giving the Section 12.3(c) Notice,
         Contractor shall use all reasonable efforts to achieve the
         Unit Output Requirement and the Unit Heat Rate Requirements
         while satisfying the CEMS Requirements, making such changes
         and adjustments to the Unit as Contractor deems necessary and
         diligently retesting (i) until the Unit Output Requirement and
         the Unit Heat Rate Requirements have been achieved while
         satisfying the CEMS Requirements and/or (ii) until the later
         of (A) one hundred eighty (180) Days have expired from the
         date of the giving of the Section 12.3(c) Notice or (B) the
         end of the first two consecutive non-peak months after the
         date of the giving of the Section 12.3(c) Notice, whichever of
         (i) or (ii) occurs first ("Retest Period"). Any changes in or
         adjustments to the Unit and any retesting shall be at
         Contractor's expense. Prior to Contractor making any material
         changes or corrective actions with respect to the Unit,
         Contractor shall consult with Owner regarding such changes or
         corrective actions and shall permit Owner to review and
         inspect such changes or corrective actions as they are made to
         the Unit. Owner, in its sole discretion, shall have the right
         to limit or stop Unit operation, including stopping or
         limiting Unit operation if the Unit ceases to satisfy CEMS
         Requirements following any changes in or adjustments to the
         Unit. No liquidated damages shall accrue pursuant to Section
         13.1 during the Retest Period or any extension thereof granted
         by Owner in its sole discretion ("Extension Period") unless
         the Unit is not available for normal and continuous operation
         due to Contractor's changes and adjustments or retesting;
         provided that Owner will in good faith use reasonable efforts
         to make the Unit(s) available to Contractor for changes and
         adjustments or retesting during scheduled outages and/or
         non-peak months (as defined in the Power Purchase Agreement)
         which


                                                                     Article 12


                                         72
<PAGE>

                                    CONFIDENTIAL


         occur during any Retest Period or Extension Period in
         order to avoid or minimize any modified liquidated damages (as
         described below in this Section). If during the Retest Period
         or the Extension Period, Owner operates a Unit more than a
         total of two hundred fifty (250) hours to satisfy the
         requirements of the Power Purchase Agreement, the Unit Output
         Requirement and the Unit Heat Rate Requirements, and the
         Commercial Operation Output and Commercial Operation Net Heat
         Rate guarantees in Sections 13.3 and 13.4 will be adjusted in
         accordance with any degradation schedule which may be agreed
         upon in accordance with Appendix C of Exhibit H to this
         Agreement. If at the end of the Retest Period, test results
         agreed to by Owner, Contractor, the Construction Lender and
         the Independent Engineer, establish improvement in the net
         power output and net heat rate for such Unit, and the CEMS
         Requirements are satisfied at such levels, then, subject to
         the exercise of Owner's rights pursuant to the last sentence
         of this Section 12.3(c) and any additional payments to or
         refunds from Owner with respect thereto, Owner shall refund to
         Contractor that portion of the previously paid Section 13.3
         and 13.4 liquidated damages (for failure to achieve the Unit
         Output Requirement and/or the Unit Heat Rate Requirements), if
         any, which are representative of such improvement, within
         fifteen (15) Days. If one hundred eighty (180) Days have
         elapsed from the date of the giving of the Section 12.3(c)
         Notice for a Unit and all retests during such Retest Period
         fail to result in meeting the Unit Output Requirement and the
         Unit Heat Rate Requirements for such Unit while satisfying
         CEMS requirements, Owner may, in its sole discretion,
         terminate retesting or may extend the time for retesting of
         such Unit. If Owner terminates retesting of a Unit, liquidated
         damages pursuant to Section 13.3 and/or 13.4 (for failure to
         achieve the Unit Output Requirement and/or the Unit Heat Rate
         Requirements) shall be determined based on the most recent
         test results and then, subject to the exercise of Owner's
         rights pursuant to the last sentence of this Section 12.3(c)
         and any additional payments to or refunds from Owner with
         respect thereto, any additional payments or refunds relating
         to such liquidated damages for such Unit shall be made within
         fifteen


                                                                     Article 12


                                         73

<PAGE>

                                    CONFIDENTIAL


         (15) Days of Owner's notice to Contractor terminating
         retesting. If Owner extends the time for retesting, Contractor
         shall make changes and adjustments as it deems necessary to
         achieve the Unit Output Requirement and the Unit Heat Rate
         Requirements for the Unit while satisfying the CEMS
         Requirements, and shall use all reasonable efforts and shall
         diligently retest until the Unit Output Requirement and the
         Unit Heat Rate Requirements for the Unit are achieved while
         satisfying the CEMS Requirements or until such Extension
         Period has expired, whichever comes first. Any such changes,
         adjustments and retesting shall be at Contractor's expense.
         If, at the end of any Extension Period, test results agreed to
         by Owner, Contractor, the Construction Lender and the
         Independent Engineer, establish improvement in the net power
         output and net heat rate for such Unit, and the CEMS
         Requirements are satisfied at such levels, then, subject to
         the exercise of Owner's rights pursuant to the last sentence
         of this Section 12.3(c) and any additional payments to or
         refunds from Owner with respect thereto, liquidated damages
         for such Unit shall be determined by Owner based upon the
         provisions of Sections 13.3 and 13.4 (for failure to achieve
         the Unit Output Requirement and/or the Unit Heat Rate
         Requirements), and any liquidated damages due from Contractor
         or refunds of previously paid liquidated damages due from
         Owner, as applicable, shall be paid with respect to such Unit
         within fifteen (15) days of receipt from Owner of such
         determination of liquidated damages. If at the end of such
         Extension Period all retests have failed to result in meeting
         one or both of the Unit Output Requirement and the Unit Heat
         Rate Requirements for such Unit while satisfying the CEMS
         Requirements, Owner shall terminate retesting of such Unit by
         giving notice to Contractor of such termination and liquidated
         damages for such Unit pursuant to Section 13.3 and 13.4 (for
         failure to achieve the Unit Output Requirement and/or the Unit
         Heat Rate Requirements) shall be determined based on the most
         recent test results and, subject to the exercise of Owner's
         rights pursuant to the last sentence of this Section 12.3(c)
         and any additional payments to or refunds from Owner with
         respect thereto, any payments or refunds of liquidated damages
         based upon the most



                                                                     Article 12


                                         74

<PAGE>

                                    CONFIDENTIAL


         recent test results shall be made within
         fifteen (15) Days of such notice. During the Retest Period and
         any Extension Period, Owner shall make reasonable efforts to
         schedule an outage for such Unit within thirty (30) Days of
         any written request by Contractor in order to accommodate
         Contractor's proposed changes or adjustments to the Unit. If
         during the Retest Period, or any Extension Period, the Unit is
         not available to Owner for normal and continuous operation due
         to Contractor's changes and adjustments or retesting,
         including limitation or stoppage of the Unit as a result of
         non-compliance with the CEMS Requirements, then Contractor
         shall be required to pay modified liquidated damages for any
         period that the Unit is unavailable for the generation of
         electric power, including all preparation time and other
         directly related downtime and any stoppage due to failure of
         the Unit to meet the CEMS Requirements. Modified liquidated
         damages shall be calculated on a daily basis with respect to
         each Day that the Unit was not fully available, using the
         following formula (this value shall not be less than zero):

           $/Day x (1 - Actual Daily Net Power Output in KW/HRS/3,763,120)

         The $/Day in the above formula is the full daily amount of
         liquidated damages per Unit as stipulated in the liquidated
         damages schedule in Section 13.1 and considering the number of
         Days, if any, previously used in such schedule, provided that
         for any Day during any Off Peak Month (as defined in the Power
         Purchase Agreement) the daily amount of liquidated damages of
         $40,000, $65,000 and $82,000 as stipulated in the liquidated
         damages schedule in Section 13.1 shall be reduced to zero for
         those Days when Owner does not otherwise require the operation
         of such Unit(s). Actual Daily Net Power Output is the total
         power in KW-HR's, if any, available for sale from such Unit by
         Owner during such Day. When Contractor has completed all
         changes to and adjustments in the Unit, Owner reserves the
         right to require Contractor to reconduct any of the Acceptance
         Testing for such Unit which Owner reasonably believes



                                                                     Article 12


                                         75

<PAGE>

                                    CONFIDENTIAL


         necessary based upon the modifications made to the Unit, to
         confirm that the Unit as changed and adjusted meets all
         requirements for Commercial Operation while meeting CEMS
         Requirements and to confirm that no Acceptance Testing results
         have been invalidated or compromised.

(d)      Prior to Final Acceptance of the Plant, Contractor shall
         demonstrate that, during the applicable tests, each of the
         Units satisfies the requirements of:

         (i)     the Emissions Tests; and

         (ii)    any Demonstration Tests identified in
                 Section 2.2.3 of Exhibit D as not being
                 requirements for Commercial Operation.

         Acceptance Testing for the purpose of satisfying the
         requirements of the foregoing Tests may be conducted before or
         after Commercial Operation of a Unit, in any sequence, at the
         option of Contractor, subject to the giving of an Acceptance
         Testing Notice as required by Section 12.2(b). Such Acceptance
         Testing shall be carried out in accordance with the
         specifications and procedures provided in this Agreement or
         developed pursuant to this Agreement. If any such Acceptance
         Testing discloses a failure of the Unit to satisfy any of the
         applicable requirements of the Emissions Tests or applicable
         Demonstration Tests, then Contractor shall make such changes
         and adjustments to the Unit as Contractor deems necessary and
         shall repeat such Emissions Tests or applicable Demonstration
         Tests as are required by the Owner to be repeated until the
         requirements of such tests are achieved. Any modifications and
         adjustments to the Unit in order to meet the requirements of
         the Emissions Tests or applicable Demonstration Tests shall be
         at Contractor's expense. Prior to Final Acceptance of the
         Plant, Owner reserves the right to require Contractor to
         reconduct any of the Acceptance Testing which Owner reasonably
         believes necessary based upon any modifications made to any
         Unit or changes which have occurred in the Unit, to confirm
         that the Unit as changed or modified meets all requirements
         for Final Acceptance and to confirm that no Acceptance Testing
         results have been invalidated or compromised.

(e)      After Commercial Operation of a Unit is achieved, Owner shall



                                                                     Article 12


                                         76
<PAGE>

                                    CONFIDENTIAL


         issue an Acceptance Certificate for Commercial Operation for
         such Unit which shall not relieve Contractor of its
         obligations to complete its performance under this Agreement
         with respect to such Unit, including Contractor's obligations
         pursuant to Section 12.3(c), if Contractor has elected to
         proceed under Section 12.3(c).

(f)      After Commercial Operation of all of the Units #1 through #6
         have been achieved, Contractor shall conduct those tests
         identified in Section 2.1.4 and Section 2.4.2 of Exhibit "D"
         as being necessary for Plant Commercial Operation. Following
         the completion of those tests identified in Section 2.1.4 and
         Section 2.4.2 of Exhibit "D" as being necessary for Plant
         Commercial Operation, Owner and Contractor shall calculate (i)
         the net power output for the Plant by aggregating the net
         power output for the six Units (based upon the final
         Performance Test for each Unit) and (ii) the net heat rate for
         the Plant by averaging the net heat rate for the six Units
         (with separate averages for natural gas and fuel oil) (based
         upon the final Performance Tests for each Unit), and by and
         adjusting the net power output and net heat rate for the Plant
         for transformer losses, auxiliary loads and balance of plant
         restrictions determined during the tests for Plant Commercial
         Operation. In the event that the Plant has failed to achieve
         the Commercial Operation Output and Commercial Operation Net
         Heat Rates as set forth in Section 13.3 and 13.4, Contractor
         shall be permitted to perform modifications and adjustments to
         the Plant in order to improve transformer losses, auxiliary
         loads and balance of plant restrictions, for a period not to
         exceed one hundred eighty (180) Days, after which Contractor
         shall reconduct those tests identified in Section 2.1.4 and
         Section 2.4.2 of Exhibit "D" as being necessary for Plant
         Commercial Operation and the net power output and net heat
         rate for the Plant shall be recalculated based upon any
         changes in transformer losses, auxiliary loads and balance of
         plant restrictions measured in such tests, and liquidated
         damages, if any, under Sections 13.3 and 13.4 shall be finally
         determined.


(g)      Contractor shall require General Electric Company to conduct
         Acceptance Testing (as defined in the Turbine Contract)
         pursuant to Section 17.2 of the Turbine Contract

                                                                     Article 12


                                         77
<PAGE>

                                    CONFIDENTIAL


         unless Owner consents to the waiver of such requirement and
         shall, at the request of Owner, require General Electric Company
         to reconduct, as applicable, any Acceptance Testing pursuant to
         Section 17.2(c)(iii) of the Turbine Contract. Prior to the
         earlier of (a) Contractor having satisfied the performance
         guarantees for Commercial Operation Output in Section 13.3 and
         Commercial Operation Net Heat Rate in Section 13.4 or (b) all
         of the obligations of Contractor for retesting under the
         Section 12.3(c) having terminated, Contractor will not,
         without the consent of Owner, provide written notice to
         General Electric Company that (I) General Electric Company has
         satisfied the Liquidated Damages Performance Guarantees (as
         defined in the Turbine Contract) pursuant to Sections
         16.2(a)(i)(C) or 16.2(a)(ii)(C) of the Turbine Contract (II)
         General Electric Company has satisfied the Performance
         Guarantees (as defined in the Turbine Contract) pursuant to
         Sections 16.2(b)(i)(B) or 16.2(b)(ii)(B) of the Turbine
         Contract, (III) General Electric Company has satisfied the
         Demonstration Test Requirements (as defined in the Turbine
         Contract) pursuant to Section 16.3(ii) of the Turbine Contract
         and (IV) General Electric Company has satisfied the
         Availability Test Requirement (as defined in the Turbine
         Contract) pursuant to Section 16.4(ii) of the Turbine
         Contract. Prior to the earlier of such time as (a) Contractor
         has satisfied the requirements of the Unit Output Requirement
         and the Unit Heat Rate Requirements for a Unit, or (b) all
         obligations of Contractor for retesting of a Unit under
         Section 12.3(c) have terminated, Owner may direct Contractor
         to require General Electric Company under the Turbine Contract
         to continue remedy and testing activities for such Unit in
         accordance with Section 17.2(c)(ii) of the Turbine Contract.

Section 12.4   FINAL ACCEPTANCE.

         After (i) all of the Units #1 though #6 have achieved Commercial
         Operation, (ii) all retesting under Section 12.3(c) for any Unit, if
         applicable, is terminated, (iii) the requirements set forth in Section
         12.3(d) have been achieved for all the Units #1 through #6, (iv) all
         tests required for Plant Commercial Operation have been satisfied, and
         (v) the Work is complete except for the Combustion Turbine Evaporative
         Cooler Test and for Punch List items (provided that the total


                                                                     Article 12


                                         78
<PAGE>

                                    CONFIDENTIAL


         estimated cost of the Punch List items does not exceed ONE HUNDRED
         FIFTY THOUSAND DOLLARS ($150,000)), Owner shall, upon written request
         by Contractor, issue to Contractor a Certificate of Final Acceptance
         evidencing that all Work has been completed except for the
         aforementioned Combustion Turbine Evaporative Cooler Test or
         Punch List items, as applicable ("Final Acceptance"). Upon Final
         Acceptance, provided Contractor has met the requirements for the
         payment or release of Owner's Security, Owner shall release to
         Contractor the Owner's Security less two times the estimated cost of
         Punch List items, and less any amounts withheld pursuant to
         Section 3.1(f). When all remaining Punch List items are complete
         and approved by Owner, Owner shall release the remainder of the
         amount withheld for the Punch List. If other amounts are withheld,
         as the matters for which such other amounts were withheld are resolved,
         Owner shall release additional amounts accordingly. Final Acceptance
         shall not constitute a release or waiver by Owner of claims arising
         from punch list items, any work related to or arising out of the
         Combustion Turbine Evaporative Cooler (including Work on other
         Equipment which may result from repairs or adjustments which are
         determined to be necessary or desirable following the Combustion
         Turbine Evaporative Cooler Test); unsettled liens; the terms of any
         warranty contained in or required by this Agreement; or any other
         unsettled claims of Owner.




                                                                     Article 12


                                         79



<PAGE>


                                  CONFIDENTIAL


Article 13. LIQUIDATED DAMAGES.

Section 13.1 LATE COMMERCIAL OPERATION LIQUIDATED DAMAGES.

(a)  Should Contractor fail to achieve Commercial Operation of a Unit by the
     Scheduled Date of Commercial Operation for such Unit, Contractor shall be
     subject to liquidated damages in the amount of FORTY THOUSAND DOLLARS
     ($40,000) per Unit for each full Day or part thereof by which Commercial
     Operation of such Unit occurs later than the Scheduled Date of Commercial
     Operation for such Unit up to and including the fourteenth (14th) Day after
     the Scheduled Date of Commercial Operation for such Unit. For each full Day
     or part thereof by which Commercial Operation of a Unit occurs later than
     the fourteenth (14th) Day after the Scheduled Date of Commercial Operation
     for such Unit up to and including the thirtieth (30th) Day after the
     Scheduled Date of Commercial Operation for such Unit, Contractor shall be
     subject to liquidated damages in the amount of SIXTY FIVE THOUSAND DOLLARS
     ($65,000) per Unit. For each full Day or part thereof by which Commercial
     Operation of a Unit occurs later than the thirtieth(30th) Day after the
     Scheduled Date of Commercial Operation for such Unit, Contractor shall be
     subject to liquidated damages in the amount of EIGHTY TWO THOUSAND DOLLARS
     ($82,000) per Unit. Such liquidated damages shall continue to accrue until
     Commercial Operation for such Unit is achieved or the limit set forth in
     Section 14.1 is reached, whichever is earlier; provided that, if Contractor
     has not previously achieved Commercial Operation of a Unit under this
     Agreement, Contractor shall be deemed to have achieved Commercial Operation
     of a Unit (but only for purpose of determining liquidated damages under
     this Section) on the date on which Owner achieves Commercial Operation of
     such Unit under the Power Purchase Agreement, but only if net power output
     for such Unit is at least 148,590 KW of electricity and the net heat rate
     for such Unit is not greater than 11,217 BTU/KW-HR (HHV) on natural gas and
     11,362 BTU/KW-HR (HHV) on fuel oil as measured in the most recent
     Performance Test for such Unit. Liquidated Damages under this Section 13.1
     shall be calculated and become due to Owner fifteen (15) days after the
     Scheduled Date of Commercial Operation for such Unit and shall continue to
     accrue and be


                                       80
                                                                      Article 13


<PAGE>


                                  CONFIDENTIAL


     subject to recalculation on the same day of each succeeding month until
     Commercial Operation is achieved for such Unit or the limit set forth in
     Section 14.1 is reached. Any liquidated damages due from Contractor
     pursuant to this Section 13.1 with respect to a Unit shall be offset by Net
     Revenue, if any, received by Owner from the operation of such Unit prior to
     the Commercial Operation of such Unit or the deemed Commercial Operation of
     the Unit under Section 12.3(c). Net Revenue for such purpose shall mean an
     amount equal to gross revenue (less any taxes payable on the receipt of
     such revenue) received or accrued by Owner for such Days from the sale of
     power, to the extent properly allocable to such Days in accordance with
     generally accepted accounting principles, consistently applied, less the
     sum of all costs incurred or accrued by Owner in generating such revenue,
     including costs of labor, fuel (including transportation), maintenance,
     consumables, and supplies (but not including any financing costs or
     charges), to the extent properly allocable to such Days in accordance with
     generally accepted accounting principles, consistently applied and less any
     liquidated damages paid by Owner under the Power Purchase Agreement as a
     result of the delay in Commercial Operation of such Unit. Contractor's
     total aggregate liability for liquidated damages under this Section 13.1
     shall not exceed twenty two and one half percent (22 1/2%) of the
     Guaranteed Lump Sum Price.

(b)  The amount of liquidated damages payable by Contractor pursuant to Section
     13.1(a) shall be limited as follows:

     (i)  The total liquidated damages accrued by Contractor pursuant to Section
          13.1(a), prior to any reduction under this Section 13.1(b), shall be
          multiplied by a fraction, the numerator of which is the number of days
          of delay in which the Facility does not achieve Commercial Operation
          by the Scheduled Date of Commercial Operation and for which the
          performance of General Electric Company under the Turbine Contract is
          the primary cause of such delay and the denominator of which is the
          total number of days of delay in which the Facility does not achieve
          Commercial Operation by the Scheduled Date of


                                       81
                                                                      Article 13


<PAGE>


                                  CONFIDENTIAL


          Commercial Operation ( the "Turbine Portion of Commercial Operation
          LDs"). The difference, if any, between total liquidated damages
          accrued by Contractor pursuant to Section 13.1(a) and the Turbine
          Portion of Commercial Operation LDs shall be the "Non-Turbine Portion
          of Commercial Operation LDs." Contractor shall provide reasonable
          evidence to Owner to support the number of days of delay in which the
          Facility does not achieve Commercial Operation by the Scheduled Date
          of Commercial Operation and for which the performance of General
          Electric Company under the Turbine Contract is the primary cause of
          such delay.

     (ii) If the Turbine Portion of Commercial Operation LDs is less than or
          equal to the aggregate liquidated damages which accrue under Section
          17.1 of the Turbine Contract, as limited by the GE Cap, Contractor
          shall be responsible for the full amount of liquidated damages
          determined pursuant to Section 13.1(a).

    (iii) If the Turbine Portion of Commercial Operation LDs is greater than
          the aggregate liquidated damages which accrue under Section 17.1 of
          the Turbine Contract, the liquidated damages determined pursuant to
          Section 13.1(a) shall be reduced to an amount which is equal the
          aggregate liquidated damages which accrue under Section 17.1 of the
          Turbine Contract and such amount shall be added to Non-Turbine Portion
          of Commercial Operation LDs to determine the total amount of
          liquidated damages to be paid by Contractor pursuant to Section 13.1.

Section 13.2 EFFECT OF LIQUIDATED DAMAGES FOR LATE COMMERCIAL OPERATION.

Subject to Owner's right to terminate this Agreement and pursue applicable
remedies, which is governed by Sections 18.1 through 18.6 and 15.6, liquidated
damages as provided in Section 13.1 shall be the sole remedy of Owner for
failure of Contractor to achieve Commercial Operation of any Unit by the
Scheduled Date of Commercial Operation for such Unit. Liquidated damages as
provided in Section 13.1 shall relieve Contractor of liability for delays only
with respect to Days for which such liquidated damages are paid, and Owner
reserves any and all other rights and remedies it may have under this Agreement
for additional delays in the


                                       82
                                                                      Article 13


<PAGE>


                                  CONFIDENTIAL


achievement of Commercial Operation, including the right and remedies of Owner
under Article 18.

Section 13.3 OUTPUT LIQUIDATED DAMAGES.

Contractor represents, covenants and warrants that the Plant shall produce and
deliver for sale a net power output ("Commercial Operation Output") of at least
938,460 KW of electricity when measured in Performance Tests in accordance with
Exhibit D. Contractor shall be subject to liquidated damages of THREE HUNDRED
DOLLARS ($300) per KW for each KW that Commercial Operation Output is less than
938,460 KW as measured in the most recent Performance Tests; provided that for
the purpose of finally determining liquidated damages related to Commercial
Operation Output, Commercial Operation Output shall be aggregated for the six
Units (based upon the final Performance Test for each Unit) as adjusted for
transformer losses, auxiliary loads and balance of plant restrictions determined
during the tests for Plant Commercial Operation set forth in Section 2.1.4 and
2.4.2 of Exhibit D, and liquidated damages, if any, shall be computed based upon
the aggregate Commercial Operation Output. Prior to the computation of
liquidated damages for net power output of all six Units as set forth above in
this Section 13.3, Contractor shall, at such times as are provided in this
Agreement, pay to Owner liquidated damages of THREE HUNDRED DOLLARS ($300) per
KW for each KW that the net power output of a Unit is less than 156,410 KW
("Unit Output Requirement") as measured in the most recent Performance Tests for
such Unit, with such amounts of liquidated damages being subject to adjustment
as set forth above based upon the net power output of all of the Units in the
Plant. Contractor shall have the right to retest as set forth in Section
12.3(b), (c) and (d). Contractor's total aggregate liability for liquidated
damages under this Section 13.3 shall not exceed twenty two and one half percent
(22 1/2%) of the Guaranteed Lump Sum Price.


Section 13.4 COMMERCIAL OPERATION NET HEAT RATE LIQUIDATED DAMAGES.

Contractor represents, covenants and warrants that the Units shall operate at a
net heat rate ("Commercial Operation Net Heat Rates") Ten Thousand Six Hundred
Eighty Three (10,683) BTU/KW-HR (HHV) or less per Unit when operated on natural
gas and Ten Thousand Eight Hundred Twenty One (10,821) BTU/KW-HR (HHV) or less
per Unit when operated on fuel


                                       83
                                                                      Article 13


<PAGE>


                                  CONFIDENTIAL


oil when measured in Performance Tests in accordance with Exhibit "D."
Contractor shall be subject to liquidated damages of FIVE THOUSAND EIGHT HUNDRED
SIXTY DOLLARS ($5,860) per BTU/KW-HR for each BTU/KW-HR that Commercial Net Heat
Rate exceeds Ten Thousand Six Hundred Eighty Three (10,683) BTU/KW-HR (HHV) per
Unit when operated on natural gas plus NINE HUNDRED FIFTY DOLLARS ($950) per
BTU/KW-HR for each BTU/KW-HR that Commercial Net Heat Rate exceeds Ten Thousand
Eight Hundred Twenty One (10,821) BTU/KW-HR (HHV) per Unit when operated on fuel
oil as measured in the most recent Performance Tests; provided that for the
purpose of finally determining any liquidated damages related to Commercial Net
Heat Rate, Commercial Net Heat Rate shall be averaged (with separate averages
for natural gas and fuel oil) for the six Units (based upon the final
Performance Tests for each Unit) as adjusted for transformer losses, auxiliary
loads and balance of plant restrictions determined during the tests for Plant
Commercial Operation set forth in Section 2.1.4 and 2.4.2 of Exhibit D, and
liquidated damages, if any, shall be computed based upon the per Unit average
Commercial Net Heat Rate for natural gas and fuel oil. Prior to the computation
of liquidated damages for net heat rate of the entire Plant as set forth above
in this Section 13.4, Contractor shall, at such times as are provided in this
Agreement, pay to Owner liquidated damages of FIVE THOUSAND EIGHT HUNDRED SIXTY
DOLLARS ($5,860) per BTU/KW-HR for each BTU/KW-HR that the net heat rate of a
Unit exceeds Ten Thousand Six Hundred Eighty Three (10,683) BTU/KW-HR (HHV) when
operated on natural gas, plus NINE HUNDRED FIFTY DOLLARS ($950) per BTU/KW-HR
for each BTU/KW-HR that the net heat rate of a Unit exceeds Ten Thousand Eight
Hundred Twenty One (10,821) BTU/KW-HR (HHV) ("Unit Heat Rate Requirements") when
operated on fuel oil, as measured in the most recent Performance Tests for such
Unit, with such amounts of liquidated damages being subject to adjustment as set
forth above based upon the net heat rate of all of the Units in the Plant when
operated on natural gas and fuel oil. Contractor shall have the right to retest
as set forth in Section 12.3(b), (c) and (d). Contractor's total aggregate
liability for liquidated damages under this Section 13.4 shall not exceed twenty
two and one half percent (22 1/2%) of the Guaranteed Lump Sum Price.


                                       84
                                                                      Article 13


<PAGE>


                                  CONFIDENTIAL

Section 13.5 EFFECT OF LIQUIDATED DAMAGES FOR OUTPUT AND HEAT RATE.

In addition to the guarantees for Commercial Operation Output and Commercial
Operation Net Heat Rate set forth in Sections 13.3 and 13.4, which shall be
applicable for the purpose of determining liquidated damages, Contractor
warrants and represents that the net power output of all Units (as finally
determined pursuant to Section 13.3) shall be at least 891,540 KW of electricity
and the net heat rate for all Units (as finally determined pursuant to Section
13.4) shall be not greater than 11,217 BTU/KW-HR (HHV) per Unit when operated on
natural gas and than 11,362 BTU/KW-HR (HHV) per Unit when operated on fuel oil
("Performance Minimums"). If Commercial Operation Output and Commercial
Operation Net Heat Rate for all of the Units as determined by the most recent
Performance Tests achieve the Performance Minimums, then subject to compliance
with Section 12.3 (d), liquidated damages as provided in Sections 13.3 and 13.4
shall relieve Contractor of further liability for failure to comply with the
performance requirements for Commercial Operation Output and Commercial
Operation Net Heat Rate for such Units. Subject to the right of Owner to
terminate this Agreement pursuant to Section 18.1(c), if Contractor achieves the
Performance Minimums for all Units, liquidated damages as provided in Section
13.3 and Section 13.4 shall be the sole remedy of Owner for failure of
Contractor to meet the Section 13.3 and Section 13.4 guarantees. Upon reduction
of the Guaranteed Lump Price or payment in accordance with Section 13.6 for
final liquidated damages under Section 13.3 and/or Section 13.4, the guarantees
set forth in Section 13.3 and Section 13.4 for Commercial Operation Output and
Commercial Operation Net Heat Rate shall be satisfied, and Contractor shall have
no further liability for such guarantees.

Section 13.6 REDUCTION OF GUARANTEED LUMP SUM PRICE FOR LIQUIDATED
             DAMAGES - INTEREST.

The amount of liquidated damages Contractor is subject to, or is liable for
pursuant to the terms of this Agreement, except for liquidated damages under
Section 13.7, shall be a reduction to the Guaranteed Lump Sum Price. Except as
otherwise provided in Sections 12.3(c) and 13.7, liquidated damages which accrue
pursuant to Sections 13.3, 13.4 and 13.5 for each Unit shall become due to Owner
on the later of the fifth (5th) Business Day after (i) the conclusion of
Performance Testing for such Unit, and (ii) the date of Commercial Operations
for such Unit, subject to final adjustment pursuant to Sections 13.3 and 13.4
following Commercial Operation of the last Unit. Liquidated damages payable
pursuant to Section 13.7



                                       85
                                                                      Article 13


<PAGE>


                                  CONFIDENTIAL

become due as provided in such section. With respect to the amount of liquidated
damages which is a reduction to the Guaranteed Lump Sum Price, Owner shall have
the right to deduct the amount(s) of such liquidated damages from the next
payment(s) due to Contractor after the due date of the liquidated damages and
from Owner's Security, until the total amount of the liquidated damages has been
deducted; provided however, Contractor shall, within fifteen (15) Days after
written demand, refund to Owner the payments made by Owner on the Guaranteed
Lump Sum Price to the extent the payments made to Contractor exceed the
Guaranteed Lump Sum Price reduced pursuant to this Section 13.6 and the Owner's
Security which is not needed to satisfy other claims against Owner's Security as
provided herein. If the aggregate liquidated damages paid by Contractor on a
Unit by Unit basis exceeds the final liquidated damages determined as set forth
in Sections 13.3 and 13.4, Owner shall pay to Contractor such excess amount
within fifteen (15) days of the final determination of such liquidated damages.
That portion of any payment or refund of liquidated damages which is not paid
when due, as provided in Section 12.3(c), 13.6 and 13.7, shall bear interest at
the prime rate as determined by the annual prime rate of The Chase Manhattan
Bank as of the date due, plus one percent (1%), but not in excess of the lawful
maximum rate.

Section 13.7 LIQUIDATED DAMAGES FOR LATE DELIVERY OF LOAN DOCUMENTS.

Contractor shall provide all documents reasonably required for the conversion
of the loan (sample documents illustrating the type and general intent of
said documents are included in Exhibit "N") within thirty (30) Days of the
written request by Owner. The documents shall be in a form acceptable to the
Construction Lender, provided, however, that such documents shall not
materially increase Contractor's obligations as set forth in this Agreement.
Contractor shall pay to Owner [*] for each Day that Contractor exceeds the
thirty (30) Days to supply all of the required documents. Such sum shall be
payable within fifteen (15) Days of receipt of invoice from Owner. Liquidated
damages as provided in this Section 13.7 shall relieve Contractor of
liability for only its failure to comply with the requirement to provide
documents required for conversion as provided in this Section 13.7.

Section 13.8 REASONABLENESS OF LIQUIDATED DAMAGES.

It is understood and agreed between the parties that the terms, conditions and
amounts fixed


                                       86
                                                                      Article 13


<PAGE>


                                  CONFIDENTIAL


pursuant to Article 13 for liquidated damages are reasonable, considering the
damages that Owner will sustain in the event of Contractor's failure to meet the
requirements set forth in Article 13 and that these amounts are agreed upon and
fixed as liquidated damages because of the difficulty of ascertaining the exact
amount of damages that may be sustained by Owner and shall be applicable
regardless of the actual amount of damages sustained. Once the Guaranteed Lump
Sum Price has been adjusted for liquidated damages as provided in Section 13.6
and all refunds, if any, completed, Contractor shall be relieved of any further
liability but only with respect to the obligation(s) for which such damages are
assessed. Subject to the termination rights of Owner pursuant to Section
18.1(c), if the limits set forth in Section 14.1 have been reached and the
Guaranteed Lump Sum Price has been adjusted for liquidated damages as provided
in Section 13.6 and all refunds, if any, completed, Contractor shall be relieved
of any further liability for damages arising out of excessive heat rate, output
short falls and/or delay in achieving Commercial Operation. Nothing in this
Section 13.8 is intended to limit the damages provided for in Section 14.2(a).


                                       87
                                                                      Article 13


<PAGE>


                                  CONFIDENTIAL


Article 14. LIMITATION OF LIABILITIES.

Section 14.1 LIMITATION OF LIQUIDATED DAMAGES.

The aggregate liability of Contractor for liquidated damages under this
Agreement shall not exceed an amount equal to thirty percent (30%) of the
Guaranteed Lump Sum Price, as amended pursuant to this Agreement, excluding any
reduction in the Guaranteed Lump Sum Price made for liquidated damages pursuant
to Section 13.6.

Section 14.2 DAMAGE DISCLAIMER.

(a)  In no event shall Contractor or Subcontractors be liable to Owner under any
     theory of recovery, whether based on contract, on tort (including
     negligence of any kind), on strict liability, or otherwise, for replacement
     power or for any consequential, indirect, special or incidental damages
     resulting in any way from or in connection with this Agreement, whether
     such act or omission constitutes a breach of this Agreement or results in a
     different cause of action. The limitation on Contractor's liability as set
     forth in this Section 14.2(a) shall not apply to claims based upon:

       (i)  willful misconduct, gross negligence or fraud by Contractor or any
            Subcontractor,

      (ii)  tortious interference by Contractor with Construction Lender,

     (iii)  claims for bodily injury, death or damage to property of third
            parties, including strict liability or tort liability, subject to
            indemnification under Article 17.

     The limitations on Contractor's liability set forth in this Section 14.2(a)
     shall not affect Contractors liability for the payment of liquidated
     damages under this Agreement. Notwithstanding any provision to the contrary
     in this Agreement, Contractor shall not be liable to Owner for
     consequential damages of any kind arising from the acts or omissions of, or
     breach of contract by, General Electric Company under the Turbine Contract
     to the extent that General Electric Company is not liable to Contractor for
     such consequential damages under the Turbine Contract.

(b)  In no event shall Owner be liable to Contractor or its Subcontractors under
     any theory of recovery, whether based on contract, on tort (including
     negligence of any kind), on


                                       88
                                                                      Article 14


<PAGE>


                                  CONFIDENTIAL


     strict liability, or otherwise, for losses or damages caused by loss of
     profit or any consequential damages resulting in any way from or in
     connection with this Agreement, whether such act or omission constitutes a
     breach of this Agreement or results in a different cause of action.

(c)  Contractor's total liability to Owner for all claims, losses, damages, and
     expenses resulting in any way from the performance or breach of this
     Agreement, other than third party claims for bodily injury, death or damage
     to property, which are, subject to indemnification under Article 17, shall
     not exceed the Guaranteed Lump Sum Price, as adjusted pursuant to this
     Agreement. Liabilities of Contractor which are reimbursed or paid from the
     proceeds of any "All Risk Builder's Risk" insurance policy shall not reduce
     Contractor's maximum liability under this Section 14.2.

Section 14.3 LIMITATIONS VALID IN ALL EVENTS.

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND APPLICABLE INSURANCE POLICIES, AND
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, RELEASES, DISCLAIMERS AND
LIMITATIONS ON LIABILITY EXPRESSED HEREIN SHALL APPLY EVEN IN THE EVENT OF THE
NEGLIGENCE, STRICT LIABILITY, FAULT OR BREACH OF THIS AGREEMENT (INCLUDING OTHER
LEGAL BASIS OF RESPONSIBILITY SUCH AS FUNDAMENTAL BREACH) OF THE PARTY WHOSE
LIABILITY IS LIMITED.

Section 14.4 WARRANTY LIMITATION.

THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND NO OTHER
WARRANTIES OF ANY KIND, WHETHER STATUTORY, ORAL, WRITTEN, EXPRESSED OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE SHALL APPLY. CONTRACTOR'S ONLY OBLIGATIONS ARISING OUT OF OR FOR
DEFECTIVE DESIGN, EQUIPMENT OR WORKMANSHIP, ARE THOSE STATED IN THIS AGREEMENT.
THE REMEDIES SET FORTH IN THIS AGREEMENT ARE THE EXCLUSIVE REMEDIES OF OWNER,
WHETHER THE CLAIMS OF OWNER ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE
AND STRICT LIABILITY), OR OTHERWISE, FOR ANY FAILURE BY CONTRACTOR TO COMPLY
WITH ITS OBLIGATIONS FOR DEFECTIVE DESIGN, EQUIPMENT OR


                                       89
                                                                      Article 14


<PAGE>


                                  CONFIDENTIAL


WORKMANSHIP, PROVIDED THAT THE LIMITATIONS OF REMEDIES SET FORTH IN THIS
SENTENCE SHALL NOT AFFECT CONTRACTOR'S INDEMNIFICATION OBLIGATIONS AS SET FORTH
IN THIS AGREEMENT.

Section 14.5 LIMITATION OF LIABILITY FOR TURBINES.

To the extent that General Electric Company is excused from liability with
respect to any Unit (as defined in the Turbine Contract) upon the first to
occur of: (a) two thousand four hundred (2,400) starts, (b) four (4) years
after Substantial Completion (as defined in the Turbine Contract) of the
Unit, or (c) six (6) years after Delivery (as defined in the Turbine
Contract) of the Unit, Contractor shall also be excused from liability with
respect to such Unit, provided that the foregoing shall not excuse Contractor
with respect to any liability which arises out of the acts or omissions of
Contractor, Subcontractors (other than General Electric Company) or
Lower-tier Subcontractors under this Agreement.

Section 14.6 SURVIVAL.

The limitations and waivers of liability and waivers of damages expressed in
this Article 14 shall survive the expiration or termination of this Agreement.


                                       90
                                                                      Article 14


<PAGE>

                                  CONFIDENTIAL

Article 15. INSURANCE.

Section 15.1 PROOF OF COVERAGE.

Contractor shall provide to Owner and Construction Lender, and to such other
Persons as are reasonably requested by Owner or Construction Lender,
certificates of insurance for all coverages provided by Contractor in accordance
with this Article 15. If requested by Owner or Construction Lender, Contractor
will provide or make available to Owner or Construction Lender summaries of
insurance coverages for all policies required to be provided by Contractor in
accordance with this Article 15. All insurance policies provided by Contractor
shall be written with insurers acceptable to Owner and Construction Lender, and
the certificates or other documentation evidencing such insurance shall be
delivered to and approved by Owner and Construction Lender prior to proceeding
under the Limited Notice to Proceed, provided that such approval by Owner and
Construction Lender shall not be unreasonably withheld. All insurance
certificates and the underlying policies provided by Contractor shall state that
there will be thirty (30) Days advance written notice given to Owner and
Construction Lender before any material change in, termination, non-renewal or
cancellation of any insurance policy which is (i) required of the Contractor by
Section 15.4 or (ii) purchased by Contractor pursuant to Section 15.5. From the
date on which the Work is to commence pursuant to the Limited Notice to Proceed,
Contractor shall provide and maintain the required coverages with the indicated
limits as set forth in Section 15.4 and Contractor shall require and shall be
responsible to ensure that all Subcontractors provide and maintain insurance
with limits in accordance with the Contractor's usual practice and all such
Contractor and Subcontractor insurance shall be with insurance carriers
authorized to do business in the State of Georgia.

Section 15.2 INSURANCE POLICIES.

All insurance policies required under Section 15.4 shall be written on an
occurrence basis and shall, to the extent of Contractor's obligations under this
Agreement (i) (except for Workers' Compensation) include as additional insureds
Owner and its Affiliates, Construction Lender, Independent Engineer and such
other Persons as are reasonably requested by Owner or Construction Lender to the
extent of Contractor's indemnification obligations for third party


                                       91                             Article 15
<PAGE>

                                  CONFIDENTIAL

bodily injury and property damage under this Agreement (ii) provide that such
insurance is primary as respects Contractor's operations without right of
contribution from any other insurance, except for All Risk Builder's Risk and/or
Property Insurance and/or marine cargo insurance covering the Work and/or other
property of the additional insureds which might otherwise be available to the
additional insureds, (iii) provide that to the maximum extent permissible by
law, the insurer shall waive all rights of subrogation against the Owner, the
partners in Owner and its Affiliates, their stockholders, officers and
directors, Construction Lender, Independent Engineer and such other Persons as
are reasonably requested by Owner or Construction Lender, and (iv) with respect
to the Liability Policies include a severability of interests provision
(separation of insured). Contractor and Owner (including their respective
insurer(s)) waive all rights against each other and their directors, officers,
partners, commissioners, officials, agents, Subcontractors, and employees for
losses or damages covered by property insurance during and after the completion
of the Work, except for vendors and suppliers as described in Section 15.5,
including losses or damages resulting from or caused by any Defects in Work,
excluding the cost of repairing any Defects in Work.

Section 15.3 LIMITATION OF LIABILITY.

Contractor's liability is not limited by the fact that this Agreement sets forth
the coverage and limits of the insurance policies required herein.

Section 15.4 COVERAGE AND LIMITS OF LIABILITY.

Contractor at its sole expense shall maintain the following types of coverage
and limits of liability, provided that the required limits may be satisfied by
any combination of primary or excess insurance in Contractor's sole discretion.

(a)  (i) Worker's Compensation insurance which complies with the statutory
     limits of the workers' compensation laws of the State of Georgia and (ii)
     Employers Liability insurance with limits of ONE MILLION DOLLARS
     ($1,000,000) each accident/ONE MILLION DOLLARS ($1,000,000)disease policy
     limit/disease each employee.

(b)  Commercial General Liability insurance for Contractor's legal liability for
     claims arising out of the engineering, procurement and construction
     activities of the Contractor, Subcontractors and Lower-tier Subcontractors
     with bodily injury (including


                                       92                             Article 15
<PAGE>

                                  CONFIDENTIAL

     death) and property damage of ONE MILLION DOLLARS ($1,000,000) per
     occurrence and TWO MILLION DOLLARS ($2,000,000) in the aggregate, provided
     that the aggregate limit, if any, shall apply separately to claims
     occurring with respect to this Project. Such insurance shall include, but
     not necessarily be limited to, coverage for broad form contractual
     liability encompassing (subject to the policy terms and conditions) the
     indemnification provisions of Article 17 of this Agreement, broad form
     property damage liability, personal injury liability, independent
     contractors, explosion, collapse, underground hazard property coverage,
     products and completed operations liability, and sudden and accidental
     pollution liability. All of the immediately foregoing coverages to extend
     for the period of two (2) years after Contractor receives a Certificate of
     Final Acceptance.

(c)  Comprehensive Automobile Liability insurance with bodily injury (including
     death) and property damage combined single limits of ONE MILLION DOLLARS
     ($1,000,000) per occurrence covering Contractor's legal liability for
     vehicles owned, hired or non-owned utilized by Contractor, Subcontractors
     and/or any Lower-tier Subcontractors in the performance of the Work.

(d)  Excess Umbrella Liability insurance with a limit of NINETEEN MILLION
     DOLLARS ($19,000,000) per occurrence and in the aggregate (provided that
     the aggregate limit shall be fully available for Contractor's legal
     liability to claims occurring with respect to this Project) in excess of
     the limits of insurance provided in subparagraphs (a)(ii), (b) and (c)
     above.

Section 15.5 ALL RISK BUILDER'S RISK COVERAGE

Owner shall pay for and provide All Risk Builder's Risk insurance including
coverage of the Work and the Plant during startup and testing, inland transit,
off-site storage and delayed opening coverage against all risk (except for those
items specifically excluded) of direct physical loss or damage to property of
every kind and description to be used in the fabrication, assembly,
installation, erection, or alteration of the Work, including domestic sourced
equipment and material and transported within the continental United States,
under an all risk builder's risk form, including the perils of fire and
lightning, the perils included in the standard


                                       93                             Article 15
<PAGE>

                                  CONFIDENTIAL

extended coverage endorsement, and the perils of lifting, collapse, earthquake,
flood, debris removal and testing, from the date of Authorization to Proceed to
the date of Commercial Operation of the final Unit in form reasonably acceptable
to Contractor. Coverage under the All Risk Builder's Risk insurance shall remain
in place for each Unit following Commercial Operation of such Unit until Plant
Commercial Operation is achieved. Coverage shall not exclude resulting loss or
damage due to faulty workmanship, materials or design, except for related costs
for rectification of such faulty workmanship, materials or design. Coverage
shall be written on a completed value basis in an amount not less than 100% of
the replacement value of the Plant, including the Equipment under the Turbine
Contract and the Designated Equipment plus other values Owner requires to be
insured. The inland transit limit shall be written in an amount sufficient to
insure the value of the largest single shipment. The off-site storage limit
shall be in an amount necessary to insure the full replacement value of the
property or equipment not stored on the Plant Premises. Owner, Contractor and
Construction Lender shall be named insureds and shall be provided a waiver of
subrogation; provided that vendors or suppliers of Equipment will not be
provided a waiver of subrogation for faulty design or materials. The policy
shall include as insureds and provide coverage for Contractor, Subcontractors,
Lower-tier Subcontractors, Owner and Construction Lender against risks of
physical loss or damage to buildings, temporary structures, materials, supplies
and Equipment, subject to the following limits and deductibles:

<TABLE>
<S>                                  <C>
Deductibles:                         Maximum Amount

Testing (to apply only to losses arising out of hot testing)

                                     $ 500,000 each occurrence gas turbines

                                     $ 100,000 each occurrence all other Equipment

Flood                                $ 100,000 each occurrence

Earthquake                           $ 100,000 each occurrence

Transit                              $ 25,000 each occurrence

All Other Perils                     $ 25,000 each occurrence


Delayed opening


                                       94                             Article 15
<PAGE>

                                  CONFIDENTIAL

Loss limit:                          $72,000,000 each occurrence/aggregate 15 month delay opening period

Deductible:                          30 Day waiting period
</TABLE>

If any loss or damage which is covered and payable by the All Risk Builder's
Risk policy or Ocean/Transit/Air Shipment Policy causes Contractor to fail to
achieve Commercial Operation by the Scheduled Date of Commercial Operation and
to be subject to liquidated damages under Section 13.1 and such delay is covered
under any delay in opening insurance, then, except for liquidated damages due
from Contractor during the delayed opening insurance deductible period,
liquidated damages due from Contractor under Section 13.1 for the period of
delay caused by such covered loss or damage shall be waived. The payment of
liquidated damages pursuant to Section 13.1 shall not be delayed beyond the time
specified in this Agreement because of any delay in the receipt of any insurance
proceeds from delayed opening coverage. Owner shall provide Contractor with a
sample policy of such All Risk Builder's Risk policy, including delayed opening
coverage at least ten (10) Business Days prior to the delivery to Contractor of
the Authorization to Proceed, provided that the failure of Owner to provide such
sample policy a full ten (10) Business Days prior to the delivery to Contractor
of the Authorization to Proceed shall not delay the effective date of the
Authorization to Proceed if Owner indemnifies Contractor for any loss which may
occur prior to the expiration of ten (10) Business Days after such delivery as a
result of coverage pursuant to the All Risk Builder's Risk policy which is not
in compliance with this Agreement. With respect to the Plant and all Equipment
covered by this Agreement, Contractor shall bear the risk of and be responsible
for paying for losses not covered by such All Risk Builder's Risk insurance,
including uninsured losses and deductibles, until risk of loss for such Plant or
Equipment transfers to Owner. Contractor and Owner shall fully cooperate in good
faith to meet all terms and conditions of the All Risk Builder's Risk policy
including claims reporting, claims adjustments with carrier and other provisions
of the policy. All insured claims, including delayed opening claims, will be
adjusted directly with the carrier by Owner and Contractor with the assistance
and approval of the Construction Lender. Any premiums for extension of the All
Risk Builder's Risk policy beyond the initial term of the policy shall be paid
by


                                       95                             Article 15
<PAGE>

                                  CONFIDENTIAL

Contractor, provided that Owner shall be responsible for a proportionate share
of any premiums for an extension based upon the portion of such extension which
results from (i) delays caused by Owner and (ii) Force Majeure event(s) which
delay Owner's performance of its obligations under this Agreement. Owner shall
provide evidence of the insurance provided by Owner pursuant to this Section
15.5 to Contractor in such manner consistent with Section 15.1.

Section 15.6 MAJOR LOSS TERMINATION.

In the event of any major loss or damage to the Work, Owner shall have the
right, in its discretion, to apply the proceeds from the All Risk Builder's Risk
policy to repair the Work or Owner shall have the right to retain the proceeds
for its benefit and terminate this Agreement. In the event of termination, such
termination shall be treated as termination of this Agreement under Section
18(b).

Section 15.7 RISK OF LOSS.

Prior to any transfer of risk of loss to Owner as provided under this Agreement,
Owner will not, except for:

     (a)  intentional wrongful or negligent acts of Owner, and

     (b)  any "collateral damage" as defined in the Turbine Contract caused by
          Equipment supplied by General Electric Company under the Turbine
          Contract which is not covered by insurance and for which General
          Electric Company is not responsible,

be accountable or responsible for any loss or damage to any part of the Plant,
the Plant Premises or Work, including the Designated Equipment even if purchased
in Owner's name, and then only to the extent such loss or damage is not covered
by the All Risk Builders' Risk policy, including but not limited to uninsured
losses and deductibles. Except for Owner's liability as provided in the
immediately preceding sentence, to the extent any loss or damage to any part of
the Plant, Plant Premises or Work is not covered by the All Risk Builders' Risk
insurance or Ocean/Transit/Air Shipment Policy, the risk of loss or damage to
any part of the Plant, Plant Premises or Work prior to Commercial Operation is
and shall be the sole obligation of Contractor, including risk of loss to the
Equipment, including the Designated


                                       96                             Article 15
<PAGE>

                                  CONFIDENTIAL

Equipment, owned by Owner. On the date of Commercial Operation of a Unit, Owner
shall assume the risk of loss or damage to such Unit, unless such loss or damage
is caused by the negligent acts or omissions of Contractor, including any
failure of Contractor to act in accordance with Good Utility Practice, in which
event Contractor shall be responsible for applicable uninsured losses and
deductibles. On the date of Plant Commercial Operation, Owner shall assume the
risk of loss or damage to the Plant, Plant Premises and the Work.

Section 15.8 CONTRACTOR EQUIPMENT.

Contractor and its Subcontractors shall provide and maintain insurance or shall
self-insure, against loss or damage to all tools, construction equipment, mobile
equipment, protective fencing, scaffolding, temporary structures, which are
owned, rented, or leased by Contractor and its Subcontractors, property of
employees and any other similar owned property, the capital cost of which is not
included in the cost of the Plant.

Section 15.9 FOREIGN SOURCED EQUIPMENT.

Owner shall procure Ocean Transit and Air Cargo Insurance. If Contractor elects
to procure Equipment from foreign vendors (other than Equipment supplied by
General Electric Company) and if Owner reasonably determines that delayed
opening coverage is necessary to protect the interests of the Owner, Contractor
and Construction Lender, then the cost of the delayed opening coverage
(including insurance inspections) or the costs of any applicable riders
reasonably necessary to protect the interests of Owner, Contractor and
Construction Lender which are attributable to the ocean transit or air shipment
of the foreign sourced Equipment shall be paid by the Contractor. Contractor
shall provide to Owner a list and anticipated delivery schedule of all foreign
sourced Equipment which will involve ocean transit or air shipment that
Contractor expects to procure with respect to this Agreement for purposes of
determining the impact on the delayed opening coverage in sufficient time prior
to shipment for Owner and Construction Lender to determine and obtain the
insurance coverage required pursuant to this Section 15.9. No adjustment shall
be made to the Guaranteed Lump Sum Price for the amount of any payments for
insurance premiums to be paid by Contractor pursuant to this Section 15.9. Owner
shall be responsible for the cost of any applicable riders reasonably necessary
to protect the interests of Owner, Contractor and Construction Lender


                                       97                             Article 15
<PAGE>

                                  CONFIDENTIAL

which are attributable to the ocean transit or air shipment of foreign-sourced
Equipment supplied by General Electric Company and for any deductibles required
by Ocean Transit and Air Cargo Insurance related to foreign-sourced Equipment
supplied by General Electric Company under the Turbine Contract prior to such
foreign-sourced Equipment being loaded on a carrier for transport within the
United States. Contractor shall be responsible for (i) any deductibles required
by Ocean Transit and Air Cargo Insurance related to foreign-sourced Equipment
supplied by Contractor or any Subcontractor or Lower-tier Subcontractor other
than General Electric Company and (ii) any deductibles required by Ocean Transit
and Air Cargo Insurance related to foreign-sourced Equipment supplied by General
Electric Company under the Turbine Contract after such foreign-sourced Equipment
is loaded on a carrier for transport within the United States. Owner shall
provide Contractor with a Certificate of Insurance for such ocean transit and
air cargo insurance and advise Contractor within thirty (30) days of any policy
changes or cancellations of said policy.


                                       98                             Article 15
<PAGE>

                                  CONFIDENTIAL

Article 16. FORCE MAJEURE.

(a)  Delay in or failure to carry out the duties imposed upon either party under
     the Agreement shall not be deemed breaches of the Agreement and may be
     cause for time extension if such delay or if such failure is caused by the
     following causes and no others: fire and explosion (only as provided in
     this Section 16(a)), strikes which do not obstruct operations on the
     Plant Premises or directly interfere with access to the Plant Premises
     of those who are required to be on the Plant Premises, epidemic,
     cyclone, abnormally severe weather (as provided in Section 16(a)),
     lightning, flood, earthquake, hurricane, natural disaster, or by reason
     of war, declared or undeclared, revolution, riots, acts of public
     enemies, blockade or embargo, offsite event causing disruption of
     service from any utilities, criminal acts of third parties, an order of
     court or a governmental body, not caused by the claiming party, which
     directs that the Work be stopped, in whole or in part, provided that the
     foregoing events were without the fault of and beyond the control of the
     party claiming Force Majeure. Force Majeure means any of the above
     events if such event in fact materially interferes with the performance of
     the obligations of Contractor or Owner (except payment) pursuant to this
     Agreement. A party claiming Force Majeure shall give notice thereof to the
     other party and shall make reasonable attempts to remedy the cause or
     causes constituting the Force Majeure, keeping the other party reasonably
     informed. Such Notice shall be given as promptly as possible but in no
     event later than seven (7) Days after becoming (or when reasonably should
     have become) aware of such occurrence or event. Except as provided in
     Section 16(d), there shall be no increase in the Guaranteed Lump Sum Price
     on account of an event of Force Majeure, however time extensions may be
     granted in accordance with Section 16(b). Only extensions of schedule shall
     be granted. In addition to the above requirements, to qualify for a time
     extension to the Scheduled Date of Commercial Operation, a Force Majeure
     event, including an Excusable Delay pursuant to Section 16(c), must satisfy
     all of the requirements of Section 16(b). A Force Majeure event includes
     the failure of a Subcontractor to


                                       99                             Article 16
<PAGE>

                                  CONFIDENTIAL

     complete obligations of this Agreement in a timely manner if such failure
     is itself due to a Force Majeure event as defined in this Section 16(a).
     Force Majeure shall include fire and explosion, provided that such fire or
     explosion did not occur as a result of the negligence or intentional acts
     of the party claiming Force Majeure, its employees, agents, or
     subcontractors or did not occur as a result of the failure of the Equipment
     unless such failure was beyond the control of the claiming party, its
     employees, agents or subcontractors. The notice described shall include
     documentation as to the cause of the fire or explosion and a statement from
     all facts available that such fire or explosion was not caused by the
     negligence or intentional acts of the declaring party, its employees,
     agents or subcontractors. If the non-declaring party believes that the fire
     or explosion does not meet the requirements of this Section 16(a) or was
     caused by the negligence or intentional acts of the declaring party, its
     employees, agents, or subcontractors or by the failure of Equipment (as
     described above), then that non-declaring party shall so notify the
     declaring party. Abnormally severe weather conditions are defined as only
     conditions which are at the Plant Premises and are shown to be conditions
     which are more severe than any event in the most recent ten (10) year
     historical profile of U.S. Meteorological Society weather data from the
     nearest reporting station to the Plant Premises.

(b)  If either party, because of a Force Majeure event, is rendered wholly or
     partly unable to perform any of its obligations under this Agreement (other
     than an obligation to pay sums due to the other party), that party shall be
     excused from whatever performance is affected by the Force Majeure event to
     the extent so affected. Time extensions will be granted, pursuant to
     Section 4, to the extent of the delay actually caused, provided that:

     (i)  as a condition of Force Majeure the non-performing party must provide
          written notice, no later than seven (7) Days after the beginning of
          the Force Majeure event and delineate its effect on that party's
          performance including its specific effect on critical activities and
          when (date and time) the non-performing party is anticipating that it
          will be able to resume performance;


                                      100                             Article 16
<PAGE>

                                  CONFIDENTIAL

          and,

     (ii) a Force Majeure event shall not entitle the Contractor to an extension
          of the Scheduled Date of Commercial Operation unless such event
          proximately causes a change in the ability of Contractor to achieve
          Commercial Operation by the Scheduled Date of Commercial Operation;
          and,

    (iii) the period of non-performance shall be of no greater scope and of no
          longer duration than is required by the Force Majeure event; and,

     (iv) unless otherwise agreed to by Owner, in writing, the non-performing
          party shall continue to perform the Work in good faith and with due
          diligence and use all reasonable efforts to limit delays caused by
          such Force Majeure event and remedy Contractor's inability to perform
          during and after the Force Majeure event; and

     (v)  when the non-performing party is able to resume performance of its
          obligations under this Agreement, that party shall give the other
          party written notice to that effect; and,

     (vi) it is the duty of the claiming party to prove all the elements of
          Force Majeure including (i) specific action taken to work around or
          mitigate the impact, (ii) specific event dates, durations and logic to
          support the claim and (iii) specific cause for the claim of Force
          Majeure as set forth in this Article 16 and to provide written
          documentation of such proof to the other party as soon as reasonably
          possible. Owner shall have the right to analyze and Contractor shall,
          upon Owner's request provide, (a) the most recent Contractor's Work
          Schedule prepared prior to the Force Majeure event (the "Old
          Schedule"), (b) Contractor's data sufficient to support the Old
          Schedule, (c) the revised Contractor's Work Schedule prepared after
          such Force Majeure event (the "New Schedule"), (d) Contractor's data
          sufficient to support the New Schedule and (e) information concerning
          all changes, events and occurrences affecting the Contractor's Work
          Schedule from the


                                      101                             Article 16
<PAGE>

                                  CONFIDENTIAL

          date of the Old Schedule through the date of the New Schedule. A party
          is not required to grant or deny a request for Force Majeure until
          such documentation has been supplied.

(c)  If there is an event which meets all of the requirements of an Excusable
     Delay under the Turbine Contract and the supplier of the turbines under the
     Turbine Agreement is not liable for a delay in delivery, as provided in the
     Turbine Agreement, Contractor shall not be liable to Owner for the same
     delay in delivery. A time extension will be granted pursuant to Article 4,
     to the extent of the delay caused provided that there is compliance with
     Section 16(b)(i) through (vii), except for the notice requirement in (i),
     and such Excusable Delay must be an event beyond the control of Contractor
     and not caused by an act or a failure to act on the part of Contractor, its
     employees, agents or Subcontractors.

(d)  If one or more Force Majeure events cause delays of more than forty-five
     (45) Days, in the aggregate, then beginning with costs incurred for the
     forty-sixth (46th) and following Days of delay, Owner shall reimburse
     Contractor for its reasonable out-of-pocket costs actually and necessarily
     incurred as a result of such Force Majeure event(s), including
     demobilization, remobilization, insurance, standby and escalation costs.
     Contractor may submit invoices to Owner for such costs monthly along with
     such supporting information and documentation as Owner may reasonably
     request. Owner shall pay such invoices within thirty (30) Days after
     receipt.


                                      102                             Article 16
<PAGE>

                                  CONFIDENTIAL

Article 17. INDEMNIFICATIONS.

Section 17.1 INDEMNIFICATION OF OWNER.

Contractor shall defend, protect, indemnify, and save harmless Owner, the
partners in Owner, Construction Lender, Independent Engineer and their
respective Associated Companies and Affiliates, their stockholders, officers and
directors; and PECO, its successors and assigns, and the respective
stockholders, officers and directors of PECO; (the "Indemnitees") from and
against any and all damages, losses, liabilities, claims, causes of action of
every kind and character (including strict liability and tort liability)
expenses (including reasonable attorney fees), demands, judgments, and
settlements, arising in favor of any Person (including Subcontractors'
employees, Lower-tier Subcontractors' employees, Contractor's employees and
PECO's employees) for bodily injury, death or damage to property of any Person
(other than an Indemnitee) arising out of the operations of Contractor,
Subcontractors, Lower-tier Subcontractors (and their respective employees,
officers, etc.), including performance or non-performance of the Work. If such
damage or loss was caused by or results from the concurrent negligence of
Contractor and/or Contractor's agents or employees and any Indemnitee,
Contractor shall indemnify such Indemnitee only to the extent of the negligence
of Contractor and/or Contractor's agents or employees.

Section 17.2 INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION.

Contractor shall fully indemnify and save harmless and defend Owner, the
partners in Owner, Construction Lender, Independent Engineer, PECO and their
respective directors, officers, agents and employees (the "Owner IP Indemnified
Parties") from and against any and all damages awarded against any Owner IP
Indemnified Party by a court of competent jurisdiction or arising out of a
settlement made in accordance with this Article 17 to the extent that the claim
is based on the infringement (or assertions of infringement) of any patent
rights, copyrights or other intellectual property right, with respect to
Equipment, materials, designs, techniques, processes and information supplied or
used by Contractor or any Subcontractor or Lower-tier Subcontractor in
performing the Work hereunder other than any such Equipment, material, designs,
techniques, processes and information provided by the Owner IP Indemnified
Parties. If, in any suit or claim relating to the foregoing, a


                                      103                             Article 17
<PAGE>

                                  CONFIDENTIAL

temporary restraining order or preliminary injunction is granted, Contractor
shall make every reasonable effort to secure the suspension of the injunction or
restraining order. If, in any such suit or claim, the Plant or any part,
combination or process thereof, is held to constitute an infringement and its
use is enjoined, Contractor shall immediately (a) pay the reasonable direct
out-of-pocket costs and expenses to secure a license to use such infringing
work, replace the infringing work or modify the same so that it becomes
non-infringing, and (b) make every reasonable effort to secure for Owner a
license, at no cost to Owner, authorizing continued use of the infringing work.
If Contractor is unable to secure such license within a reasonable time,
Contractor shall, at its own expense and without impairing performance
requirements, either replace the affected work, or part, combination or process
thereof, with non-infringing components or parts or modify the same so that they
become non-infringing.

Section 17.3 LIMITATION ON CONTRACTOR'S INDEMNIFICATION.

In no event shall Contractor's obligation to indemnify Owner under this Article
17 for any actual or alleged infringement attributable to any Equipment supplied
by General Electric Company or services performed by General Electric Company
pursuant to the Turbine Contract be greater than the obligation of General
Electric Company to indemnify Contractor with respect to such matter under the
Turbine Contract.

Section 17.4 NOTICE OF CLAIM FOR INDEMNIFICATION.

Promptly upon knowledge by Owner of any claim or notice of the commencement of
any action, administrative or legal proceeding, or investigation as to which the
indemnities provided for in Sections 17.1 or 17.2 may apply, Owner shall notify
Contractor in writing of such fact; provided that the failure of Owner to give
any such notice promptly shall not excuse Contractor from its indemnification
obligations hereunder, except to the extent that Contractor has been directly
and materially adversely affected by such late notice. With respect to all
matters which are subject to indemnification under Article 17, Contractor shall,
at its expense (including attorneys' fees and expenses, all other costs and
expenses of litigation and costs of settlement) assume, on behalf of Owner and
any other indemnified party, and conduct with due diligence and in good faith,
the defense thereof with counsel


                                      104                             Article 17
<PAGE>

                                  CONFIDENTIAL

reasonably satisfactory to Owner; provided that Owner shall have the right to be
represented therein by advisory counsel of its own selection and at its own
expense; and provided further, that if the defendants in any such action include
both the Owner and Contractor and Owner shall have reasonably concluded that
there may be legal defenses available to it which are different from, additional
to, or inconsistent with, those available to Contractor, Owner shall have the
right to select separate counsel to participate in the defense of such action on
its own behalf. Owner shall, at the request of Contractor, provide all
reasonably available assistance in the defense or settlement of any such claim,
action, proceeding or investigation and all reasonable out-of-pocket costs and
expenses incurred by Owner in connection with the defense or settlement of any
such claim, action, proceeding or investigation shall be reimbursed by
Contractor promptly upon demand therefor. Neither Owner nor Contractor shall
settle or compromise any claim, action or proceeding without the prior written
consent of the other party, which consent shall not be unreasonably withheld.

Section 17.5 FAILURE TO DEFEND.

Notwithstanding anything to the contrary in this Article 17, if any claim,
action , proceeding or investigation arises as to which the indemnities provided
for in Sections 17.1 or 17.2 apply, and Contractor fails to assume the defense
of such claim, action, proceeding or investigation, then Owner may in good
faith, at the expense of Contractor, contest or reasonably settle such claim. To
the extent Contractor's indemnity obligation arises out of the Equipment or
services furnished under the Turbine Contract, Contractor's indemnity obligation
shall be no greater than the corresponding indemnity obligation of the
Subcontractor under the Turbine Contract.

Section 17.6 INDUSTRIAL INSURANCE WAIVER.

In any action against Owner and any other Person indemnified in accordance with
this Article 17, by any employee of Contractor, Subcontractors, Lower-tier
Subcontractors, agents, or anyone directly or indirectly employed by any of
them, the indemnification obligation of this Article 17 shall not be limited by
a limit on the amount or type of damages, compensation, or benefits payable by
or for Contractor or any Subcontractor or Lower-tier Subcontractor under the
Georgia Workers' Compensation Act, or any other employee benefit acts. In
addition,


                                      105                             Article 17
<PAGE>

                                  CONFIDENTIAL

Contractor waives any immunity provided under the Georgia Workers' Compensation
Act; however, such waiver shall be effective only as to Owner and any other
indemnitees and not as to any employee of Contractor, Subcontractors, Lower-tier
Subcontractors, agents or anyone directly or indirectly employed by any of them.
This provision has been mutually negotiated by the parties.

Section 17.7 SURVIVAL.

The provisions of this Article 17 shall survive Final Acceptance and the
termination of this Agreement.


                                      106                             Article 17
<PAGE>

                                  CONFIDENTIAL

Article 18. TERMINATION - SUSPENSION BY CONTRACTOR - DISPUTE PROCEDURE.

Owner shall have the right to terminate this Agreement for any reason in its
sole and absolute discretion upon written notice to the Contractor as follows:

(a)  TERMINATION PRIOR TO AUTHORIZATION TO PROCEED.

     Prior to the Authorization to Proceed, Owner may terminate this Agreement
     without further recourse by Contractor to Owner except reimbursement
     pursuant to the schedule of Cancellation Charges as set forth in Exhibit
     "C" and Contractor shall be entitled to receive no other payment or
     reimbursement from the Owner. If an Authorization to Proceed is not given
     to Contractor on or before December 31, 2000, either party may, by written
     notice to the other party, terminate this Agreement, without further
     liability except that Contractor shall be entitled to reimbursement
     pursuant to the schedule of Cancellation Charges as set forth in Exhibit
     "C.

(b)  TERMINATION SUBSEQUENT TO AUTHORIZATION TO PROCEED.

     Following the issuance of the Authorization to Proceed, Owner may terminate
     this Agreement for convenience. In the event of termination of this
     Agreement by Owner for convenience following issuance of the Authorization
     to Proceed, for any reason other than Contractor's default, Contractor
     shall have no recourse against Owner except as follows: Contractor shall be
     entitled to receive reimbursement from Owner of an amount equal to the sum
     of: (i) that portion of the Guaranteed Lump Sum Price which is applicable
     to the Work performed to the date of termination, as determined in
     accordance with Monthly Progress Reports and which has not been previously
     paid to Contractor (including release of Owner's Security on such amounts,
     subject to Owner's right to draw upon and use Owner's Security for the
     satisfaction of any threatened or existing liens); (ii) the reasonable
     out-of-pocket costs actually and necessarily incurred by Contractor in
     withdrawing its equipment and personnel from the Plant Premises and
     otherwise demobilizing; and (iii) the actual, reasonable and necessary
     costs reasonably incurred by Contractor in terminating those contracts, not
     assumed by Owner, with Subcontractors pertaining to the Work. Contractor
     shall document any cost claimed by it under this Section and the necessity
     of incurring such costs to Owner's reasonable


                                      107                             Article 18
<PAGE>

                                  CONFIDENTIAL

     satisfaction and shall supply Owner with copies of all Subcontractor
     invoices covering the amounts claimed as costs under this Section.
     Contractor shall submit an invoice to Owner for the amount of reimbursement
     claimed by Contractor with all supporting information and requisite
     documents. Owner shall pay such invoice no later than twenty-five (25) Days
     after receipt unless Owner disputes certain elements thereof, in which
     event only the undisputed portion of such invoice will be paid within such
     period.

(c)  EFFECT OF TERMINATION OTHER THAN FOR CONTRACTOR'S DEFAULT. In the event of
     any termination by Owner pursuant to Section 18(a) or (b), Contractor
     shall, upon receipt of the notice of termination, immediately cease all
     performance including services undertaken pursuant to any Limited Notice to
     Proceed, and all other acts on Owner's behalf in connection with this
     Agreement. Contractor shall thereafter commit to no further expenses or
     costs other than as necessary to demobilize and safeguard the Work nor
     shall Contractor otherwise obligate Owner. All (i) Work and Equipment
     delivered to the Plant Premises, (ii) other Equipment which Contractor can
     arrange to deliver to Owner, and (iii) contracts, subcontracts, or Drawings
     made or entered into by Contractor in connection with this Agreement,
     including such matters undertaken pursuant to any Limited Notice to
     Proceed, shall be delivered to Owner within ten (10) Business Days after
     receipt of such notice. In addition, if so directed by the Owner,
     Contractor shall to the extent possible assign, cancel, rescind or revoke
     any subcontracts or orders for the procurement of Equipment and shall
     terminate the subcontracts and orders as directed by the Owner.

Section 18.1 TERMINATION BY OWNER FOR CONTRACTOR'S DEFAULT.

(a)  The following, upon the giving of proper notice by Owner, are Contractor
     defaults:

     (i)  Contractor refuses or fails to timely perform the Work;

     (ii) Contractor refuses or fails to supply enough properly skilled workers,
          or proper materials or Subcontractors to timely perform the Work;

    (iii) Contractor fails to make payment (not reasonably in dispute) to
          Subcontractors for materials or labor in accordance with the
          respective


                                      108                             Article 18
<PAGE>

                                  CONFIDENTIAL

          agreements pertaining to the Work between the Contractor and
          Subcontractors, provided that if Contractor contends any payment due
          to Subcontractors for materials or labor is reasonably in dispute, the
          failure by Contractor to make such payment shall not be a default
          under this paragraph if a lien is not filed in connection with such
          dispute, or if filed, is removed by a lien bond or other acceptable
          arrangement by Contractor within twenty (20) Days of a written request
          by Owner or Construction Lender;

     (iv) Contractor is in violation or breach of any Applicable Laws,
          Applicable Insurance Policies or orders of a public authority having
          jurisdiction;

     (v)  Contractor fails to comply promptly with rejection notices or notices
          to correct Defects; (vi) Contractor causes or permits any repudiation,
          lapse or cancellation of performance security;

    (vii) Contractor fails to commence Work promptly following Authorization to
          Proceed under this Agreement;

   (viii) Contractor assigns this Agreement in violation of the terms of this
          Agreement;

     (ix) Contractor fails to pay liquidated damages when due; or

     (x)  Contractor otherwise materially breaches this Agreement. A material
          breach of this Agreement by Contractor includes those acts or non-acts
          of Contractor specifically designated herein as material breaches or
          acts of default.

(b)  If Contractor does not cure any default under Sections 18.1(a)(i) through
     (x) within thirty (30) Days after notice or, if the default is such that it
     cannot be cured within such period of time and Contractor does not promptly
     commence action which is calculated to cure such default within a
     reasonable period of time and thereafter diligently pursue such action to
     completion and achieve such cure within ninety (90) Days after such notice,
     Owner shall have the right to terminate this Agreement by written notice to
     Contractor without prejudice to any remedies of Owner by reason of
     Contractor's default.


                                      109                             Article 18
<PAGE>

                                  CONFIDENTIAL

(c)  Owner may terminate this Agreement for Contractor's default, without
     prejudice to any remedies of Owner, by giving notice to Contractor, if
     Contractor fails to achieve Commercial Operation of any Unit within one
     hundred eighty (180) Days after the Scheduled Date of Commercial Operation
     for such Unit.

(d)  Whenever this Agreement is terminated for Contractor's default and if Owner
     decides to complete the Work:

     (i)  Owner may then without prejudice to any other rights or remedies of
          the Owner also: (a) take possession of the Plant Premises and of all
          the Equipment and Contractor's equipment and all materials, tools, and
          construction machinery thereon which may be owned by the Contractor
          for use by Owner or its designee to complete the Work; (b) mandate
          assignment by Contractor of other contracts or subcontracts to Owner
          or its designee for Work; and (c) finish the Work by whatever
          reasonable method Owner, in its absolute discretion, may deem
          expedient.

     (ii) Contractor shall not be entitled to receive further payment.

    (iii) Notwithstanding any provision in this Agreement to the contrary and
          without waiving, limiting or releasing any other right, remedy or
          recourse which Owner may have, Contractor shall also be liable to
          Owner for the additional costs of debt service (from and after the
          date of termination), as hereinafter defined, plus all costs and
          expenses reasonably incurred and damages sustained, except as limited
          by Section 14.2, by Owner including those which are included in
          continuing construction of the Plant to Final Acceptance and in
          correcting Defects in the Work and paying for the repair and/or
          replacement of items under any warranty. The additional costs of debt
          service for which Contractor shall be liable to Owner under this
          Section shall be the additional interest accrued on the Construction
          Financing prior to Final Acceptance which is incurred by Owner as a
          result of the default of Contractor for which Owner terminates this
          Agreement.

(e)  Subject to the limitations in Section 14.2 and Section 14.4, Owner retains
     its


                                      110                             Article 18
<PAGE>

                                  CONFIDENTIAL


     right to all remedies at law or in equity, including remedies specifically
     provided in this Agreement, in the event this Agreement is terminated for
     Contractor's default.

Section 18.2 TERMINATION FOR INSOLVENCY OF A PARTY.

Except as is otherwise provided by law and subject to the rights of the
Construction Lender to cure such default, either party may terminate this
Agreement by written notice to the other party if the other party: (i) commences
a voluntary proceeding (including a petition of bankruptcy, winding-up,
moratorium or analogous relief) under any jurisdiction's Applicable Laws
relating to bankruptcy, insolvency or reorganization law; (ii) has a bankruptcy,
insolvency or reorganization proceeding filed against it and fails to have such
proceeding stayed or vacated within forty-five (45) Days after such filing;
(iii) upon the end of any such stay fails to have such involuntary proceeding
vacated within thirty (30) Days thereafter; (iv) admits the material allegations
of any petition in any bankruptcy filed against it; (v) is adjudged bankrupt; or
(vi) is the subject of a winding-up order made by a court with jurisdiction over
it which is not stayed or reversed by a court of competent jurisdiction with
thirty (30) Days; or (vii) makes a general assignment for the benefit of its
creditors (assignment for construction financing excluded), or a receiver is
appointed for all or a substantial portion of such party's assets and such
receiver is not discharged within sixty (60) Days after his appointment.
Pursuant to this Section, any such termination of this Agreement shall be
considered to be by reason of anticipatory breach of contract and such
termination shall be without prejudice to any rights and remedies that the
terminating party may have by reason of such anticipatory breach.

Section 18.3 NONPAYMENT BY OWNER.

(a)  DEFAULT.

     Owner shall be in default to Contractor if Owner fails to timely pay
     Contractor any undisputed amounts due pursuant to the terms of this
     Agreement following receipt by Owner from Contractor of a written notice of
     such default. An amount disputed by Owner must be disputed in good faith.
     Owner shall be allowed thirty (30) Days from receipt of a notice of default
     to remedy such default and interest will be charged on all


                                      111                             Article 18
<PAGE>

                                  CONFIDENTIAL

     late payments from the date due at the annual prime rate of The Chase
     Manhattan Bank on the date due, plus one percent (1%), but not in excess of
     the lawful maximum rate.

(b)  TERMINATION - SUSPENSION BY CONTRACTOR.

     In the event of a default as set forth in Section 18.3(a) above, and after
     fifteen (15) Days from receipt of the notice of Default, if Owner has
     failed to pay the amount(s) due pursuant to the terms of this Agreement,
     Contractor shall have the right to suspend the Work. If Contractor elects
     to suspend the Work and such suspension is subsequently removed and the
     Work is continued by Contractor, the Guaranteed Lump Sum Price will be
     increased by an amount equal to the increase, if any, in the cost actually
     incurred by Contractor and demonstrated to the reasonable satisfaction of
     Owner by Contractor to be over and above those in the Guaranteed Lump Sum
     Price, but only to the extent such costs are reasonable and necessary and
     result directly from such suspension. If Contractor suspends performance of
     Work and, unless Owner has exercised its right to require assignments,
     Contractor shall notify Subcontractors of such suspension and otherwise
     proceed in accordance with the provisions of Section 19(b)(ii) and the
     Scheduled Date of Commercial Operation shall be extended on a Day-for-Day
     basis by Change Order for the number of Days of delay caused by the
     suspension. Owner shall have the right to cure at any time during
     suspension and Contractor shall immediately proceed with the Work,
     provided, however, if Owner has not cured such default within seventy-five
     (75) Days after Contractor's suspension, Contractor shall have the right to
     terminate this Agreement. In the event of termination of this Agreement by
     Contractor, Contractor shall be paid the costs actually incurred by
     Contractor and demonstrated to the reasonable satisfaction of Owner by
     Contractor to be over and above those incurred and included in the
     Guaranteed Lump Sum Price, but only to the extent such costs are reasonable
     and necessary and result directly from such suspension and Contractor shall
     be entitled to receive reimbursement from Owner as provided in Section
     18(b) and Contractor shall be subject to the obligations of Contractor as
     provided in Section 18(c). The Contractor will provide written notice to
     Owner twenty-four (24) hours prior to such suspension or termination.


                                      112                             Article 18
<PAGE>

                                  CONFIDENTIAL

Section 18.4 LIMITATION OF TERMINATION AND SUSPENSION BY CONTRACTOR.

Except as specifically provided in Sections 18.2, 18.3 and 20.2(d), Contractor
shall have no right to terminate this Agreement or suspend the Work for any
reason.

Section 18.5 DISPUTE - CONTINUING AGREEMENT PERFORMANCE.

In the event of a dispute between Owner and Contractor with respect to the
interpretation of this Agreement or the performance required by this Agreement,
including any dispute which may result in a claim, (a "Dispute"), the aggrieved
party shall notify the other in writing of the Dispute then existing (the
"Dispute Notice"). In order for a party to proceed under this Section, the
Dispute Notice must specifically state that the aggrieved party is invoking the
Dispute procedure of this Section 18.5. The parties shall then make a good faith
attempt to resolve the Dispute, first through direct discussions between their
respective representatives, provided that the provisions of this Section 18.5
shall not override, delay or in any way prevent termination of this Agreement by
Owner pursuant to Section 18 or 18.1 or by Contractor pursuant to Section 18.3
(except with respect to amounts disputed in good faith as provided in Section
18.3(a)). In the event a Dispute is not resolved within thirty (30) Days
following the date of the Dispute Notice, the parties agree to proceed to
mediation under the Construction Industry Mediation Rules of the American
Arbitration Association and to conclude such mediation within ninety (90) Days
following the date of the Dispute Notice. If the parties are unable to agree
upon a mutually convenient place for the mediation, the mediation shall take
place at the offices of the AAA in Atlanta, Georgia. Each party will pay its own
costs, plus an equal share of the cost of the mediator and mediation facilities.
If any Dispute is not resolved by mediation, then either party in its sole
discretion may invoke litigation, provided that failure to invoke litigation
shall not be a waiver of any such Dispute except as otherwise provided in this
Agreement. During any mediation or litigation which arises out of a Dispute, all
parties will continue to proceed pursuant to the provisions of this Agreement
without prejudice to the rights of Owner or Contractor to terminate as provided
herein. In addition to the specific rights of termination and suspension as set
forth in this Agreement and except as limited in this Agreement, Owner or
Contractor shall have also available the remedies, among others, of an action
for damages, restraining order, temporary injunction, permanent injunction, or
specific


                                      113                             Article 18
<PAGE>

                                  CONFIDENTIAL

performance of all or any provision hereof together with any other rights
accruing to it at law or in equity.

Section 18.6 PAYMENT REQUIREMENTS.

In the event of termination by Owner pursuant to Section 18.1 or 18.2, Owner's
Security shall remain subject to the rights of Owner and to the requirements set
forth in Section 3.1(f), provided that in the event of termination pursuant to
Section 18 (a) or (b), termination by Contractor pursuant to Section 18.2, or
termination pursuant to Section 18.3, Owner shall pay or release all Owner's
Security to Contractor.

Section 18.7 TERMINATION - SUSPENSION OF THE TURBINE CONTRACT.

Unless Contractor has exercised its rights to terminate this Agreement pursuant
to Section 18.2 or 18.3, Contractor shall not terminate or suspend the Turbine
Contract without the prior written consent of Owner. In the event Contractor has
terminated this Agreement pursuant to Section 18.2 or 18.3 and if Contractor
intends to terminate the Turbine Contract, Contractor shall give Owner fifteen
(15) Days notice of its intent to terminate the Turbine Contract and if Owner
does not exercise its right to require the Contractor to assign the Turbine
Contract to Owner within such fifteen (15) Day period, Contractor shall have the
right to terminate the Turbine Contract. Upon such termination, Owner will pay
to General Electric Company any amounts due to General Electric Company pursuant
to Section 14.1 of the Turbine Contract, subject to compliance with the
procedures set forth in Section 3.1(d)(ii) of this Agreement.


                                      114                             Article 18
<PAGE>

                                  CONFIDENTIAL

Article 19. SUSPENSION OF WORK BY OWNER.

Section 19.1 SUSPENSION OF WORK BY OWNER.

(a)  Without prejudice to any other right of Owner to terminate this Agreement
     as provided in Article 18, following the issuance of the Authorization to
     Proceed or any Limited Notice to Proceed, Owner has the right to suspend
     Work for convenience upon giving seven (7) Days prior notice to Contractor
     ("Suspension Notice"). Seven (7) Days after receipt of a Suspension Notice,
     Contractor shall suspend performance of all Work and, unless Owner has
     exercised its right to require assignments, Contractor shall notify
     Subcontractors of said suspension and the Scheduled Date of Commercial
     Operation shall be extended on a Day-for-Day basis by Change Order for the
     number of Days of delay caused by the suspension; provided, that Contractor
     may be required by Owner to continue to receive Equipment and if Owner
     elects to require Contractor to do so, then Owner will give Contractor
     notice of such election at the time the Suspension Notice is given.

(b)  In the event of a suspension of this Agreement by Owner, the rights and
     obligations of the parties shall be governed by the following:

     (i)  The period of suspension shall begin seven (7) Days after the receipt
          of said Notice of Suspension.

     (ii) Except as specifically set forth in this Agreement, neither Owner nor
          Contractor shall be required to take further action regarding
          performance under this Agreement. Owner and Contractor shall cooperate
          in good faith to maintain the commitments of Subcontractors and
          Lower-tier Subcontractors relating to this Agreement; provided, that
          Contractor shall not incur any obligation or liability, whether
          financial, performance or otherwise for which Owner shall be liable,
          with respect to any of Contractor's efforts to maintain such
          commitments. If Owner so elects, notwithstanding such suspension,
          Contractor shall take reasonable actions to preserve the work and any
          equipment provided that Owner shall pay a reasonable fee to Contractor
          for


                                      115                             Article 19
<PAGE>

                                  CONFIDENTIAL

          such services.

    (iii) Subject to Owner's rights to obtain assignments from Contractor of
          orders and subcontracts as provided in this Agreement, Contractor
          shall suspend subcontracts including orders, and in the event
          Contractor is unable after its best efforts to suspend any
          subcontracts, Contractor may, with Owner's written consent, which
          shall not be unreasonably withheld, cancel such subcontracts and other
          commitments made to the date of suspension.

     (iv) The Guaranteed Lump Sum Price will be increased by an amount equal to
          the increase, if any, in the costs actually incurred by Contractor and
          demonstrated to the reasonable satisfaction of Owner by Contractor to
          be over and above those in the Guaranteed Lump Sum Price, but only to
          the extent such costs are reasonable and necessary and result directly
          from Owner's suspension under this Article 19. Owner will notify
          Contractor at least seven (7) Days before the date when the Work shall
          start again. Contractor will resume full performance of the Work
          within such seven (7) Day period, unless Owner and Contractor
          otherwise mutually agree in writing.

     (v)  Owner shall continue to make payment in accordance with Article 3 for
          Work which Owner and Contractor agree in writing was satisfactorily
          performed and for which Contractor has not been previously paid unless
          Construction Lender refuses to make funds available for such payment,
          in which event Contractor shall be entitled to receive interest on the
          unpaid amount at the annual prime rate of The Chase Manhattan Bank on
          the date due, plus one percent (1%), but not in excess of the lawful
          maximum rate. Notwithstanding the foregoing sentence, in the event
          that General Electric Company presents a valid invoice to Contractor
          under the Turbine Contract, Owner shall be responsible for the timely
          payment to General Electric Company of the amount of such invoice.

     (vi) In the event that Owner is current on payments to Contractor for Work
          which Owner and Contractor agree in writing was satisfactorily
          performed, Contractor


                                      116                             Article 19
<PAGE>

                                  CONFIDENTIAL

          shall not terminate this Agreement prior to the expiration of two (2)
          years after the date of such suspension; provided that if Owner does
          not pay Contractor for Work, which Owner and Contractor agree in
          writing was satisfactorily performed, within ninety (90) Days of the
          date of such suspension, Contractor and Owner shall negotiate
          provisions for the payment of Contractor or termination of this
          Agreement.

    (vii) Contractor shall be paid the reasonable out-of-pocket costs actually
          and necessarily incurred by Contractor in withdrawing its equipment
          and personnel from the Plant Premises and otherwise demobilizing as a
          result of such suspension. Contractor shall document any cost claimed
          by it for demobilization and the necessity of incurring such costs to
          Owner's reasonable satisfaction. Contractor shall submit an invoice to
          Owner for the amount of reimbursement claimed by Contractor for
          demobilization with all supporting information and requisite
          documents. Owner shall pay such invoice no later than forty-five (45)
          Days after receipt unless Owner disputes certain elements thereof, in
          which event only the undisputed portion of such invoice will be paid
          within such period. During the period of such suspension Contractor
          shall invoice Owner monthly for standby charges actually and
          necessarily incurred by Contractor and Contractor shall document any
          cost claimed by it for standby and the necessity of incurring such
          costs to Owner's reasonable satisfaction. To the maximum extent
          possible Contractor shall mitigate standby charges to Owner. Owner
          shall pay such invoice for standby charges no later than forty-five
          (45) Days after receipt unless Owner disputes certain elements
          thereof, in which event only the undisputed portion of such invoice
          will be paid within such period. Upon removal of such suspension
          Contractor shall immediately remobilize. Contractor shall be paid the
          reasonable out-of-pocket costs actually and necessarily incurred by
          Contractor in remobilizing. Contractor shall document any cost claimed
          by it for remobilization and the necessity of


                                      117                             Article 19
<PAGE>

                                  CONFIDENTIAL


          incurring such costs to Owner's reasonable satisfaction. Contractor
          shall submit an invoice to Owner for the amount of reimbursement
          claimed by Contractor for remobilization with all supporting
          information and requisite documents. Owner shall pay such invoice no
          later than forty-five (45) Days after receipt unless Owner disputes
          certain elements thereof, in which event only the undisputed portion
          of such invoice will be paid within such period. (v)


                                      118                             Article 19
<PAGE>

                                  CONFIDENTIAL

Article 20. LIMITED NOTICE TO PROCEED; AUTHORIZATION TO PROCEED.

Section 20.1 LIMITED NOTICE TO PROCEED.

Owner has given Contractor a Limited Notice to Proceed, effective September 10,
1999. The scope of Work to be performed pursuant to the Limited Notice to
Proceed is the Work described in Exhibit "C."

Section 20.2 AUTHORIZATION TO PROCEED.

(a)  REQUIREMENT OF AUTHORIZATION TO PROCEED. This Agreement is not
     authorization for Contractor to proceed with performance of the Work.
     Contractor shall not obligate Owner in any way pursuant to this Agreement,
     nor shall Contractor perform any Work at the Plant Premises or permit any
     Subcontractor or Lower-tier Subcontractor to perform any Work at the Plant
     Premises, except as specifically authorized under a Limited Notice to
     Proceed as set forth in Section 20.1, until the Authorization to Proceed
     has been given by Owner. Prior to or concurrent with delivery of the
     Authorization to Proceed to Contractor, Owner shall (i) furnish to
     Contractor reasonably satisfactory evidence that Owner has arranged
     adequate financing for the Project, or, in the alternative, provide
     Contractor with adequate security, in a form reasonably acceptable to
     Contractor, for all payments which may become due from Owner under this
     Agreement prior to close of financing for the Project, and (ii) assign, or
     cause to be assigned, to Contractor, the Turbine Contract, provided that
     upon the termination of this Agreement prior to close of financing for the
     Project, Contractor shall, at the request of Tenaska, Inc., assign the
     Turbine Contract to Tenaska, Inc. or a party to be designated by Tenaska,
     Inc., in exchange for a release of all obligations of Contractor under the
     Turbine Contract, as applicable. Contractor shall deliver to Owner and
     Construction Lender copies of (i) any technical information letters or
     other information delivered to Contractor pursuant to Section 22.11 of the
     Turbine Contract, any Dispute Notices (as defined in the Turbine Contract)
     delivered or received by Contractor pursuant to Section 22.10 of the
     Turbine Contract and (iii) all


                                      119                             Article 20
<PAGE>

                                  CONFIDENTIAL

     Documentation (as defined in the Turbine Contract) delivered by General
     Electric Company pursuant to Section 20.1 of the Turbine Contract.

(b)  AUTHORITY.

     The Authorization to Proceed, when given to Contractor, grants Contractor
     the authority to proceed with performance pursuant to all provisions of
     this Agreement. Subject to compliance by Owner with Section 20.2(a),
     Authorization to Proceed shall be effective at the time properly given to
     Contractor in the manner set forth in Section 27.2. Upon issuance of the
     Authorization to Proceed, Contractor will execute an Affidavit of
     Commencement of Construction in the form attached to Exhibit "N," setting
     forth as the date of commencement of Work at the Plant Premises a date
     which is on or after the date on which the Authorization to Proceed is
     given to Contractor.

(c)  TIME EXTENSIONS.

     Solely for the purpose of determining the Scheduled Date of Commercial
     Operation for any Unit and dates for Owner's obligations pursuant to
     Section 5(j)(3), upon Owner delivering the Authorization to Proceed to
     Contractor, the Authorization to Proceed Date shall be deemed to be the
     later of (a) the date on which the Authorization to Proceed was actually
     delivered to Contractor and (b) one hundred thirteen (113) Days after the
     date on which the Limited Notice to Proceed was delivered to Contractor,
     provided that if a Limited Notice to Proceed has not been delivered to
     Contractor prior to the delivery of the Authorization to Proceed, the
     Authorization to Proceed Date shall be deemed to be one hundred thirteen
     (113) Days after the date on which the Authorization to Proceed was
     actually delivered to Contractor.

(d)  LATE DELIVERY OF AUTHORIZATION TO PROCEED.

     If the Authorization to Proceed has not been delivered by December 31,
     2000, Contractor shall have the right to terminate this Agreement by
     written notice to Owner.


                                      120                             Article 20


<PAGE>


                                 CONFIDENTIAL



         Article 21.  ASSIGNMENT.

         (a)      Owner may assign any or all of its rights or  obligations
                  under this  Agreement  to an Affiliate of Tenaska,  Inc.
                  or an entity in which an  Affiliate  of Tenaska,  Inc.  has
                  an  ownership  interest, provided  such assignee has
                  adequate  resources (as  determined by Contractor in the
                  exercise of its reasonable  judgment) to fulfill those
                  obligations of Owner which are assigned,  and any defaults
                  of Owner  existing at such time are cured.  Upon
                  completion of such  assignment and the delivery of an
                  assumption agreement (in a form reasonably  satisfactory to
                  Contractor) executed by such assignee to Contractor,  Owner
                   shall  automatically,  without  further  action,  be
                  released  from any and all obligations  and  liabilities
                  therefor  under this  Agreement  which are  assumed by the
                  assignee, provided,  however,  Owner shall not be released
                  from those obligations,  if any, which Owner elects to
                  reserve from such  assignment.  Notwithstanding  any
                  provision of this Agreement to the contrary, Owner and
                  Owner's  assignee,  if applicable,  shall have the absolute
                  right,  without the consent of Contractor,  to assign this
                  Agreement,  or any rights  reserved by Owner after
                  assignment,  to the Construction Lender and subsequent
                  lenders for collateral security purposes.

         (b)      All Contractor's subcontracts including material supply
                  contracts and orders for Equipment shall be in writing and
                  assignable by Contractor to the Owner and/or Construction
                  Lender, without the consent of the Subcontractor.

         (c)      If this  Agreement is suspended or  terminated  by either
                  party,  regardless  of the cause for such suspension or
                  termination,  whether one time or more,  Owner shall have
                  the absolute  right in each event to require the Contractor
                  to assign to Owner all of Contractor's  right, title and
                  interest in and to any of Contractor's  then outstanding
                  subcontracts  including  material supply contracts and
                  orders.  Owner may exercise such right by giving
                  Contractor  notice thereof within twenty (20) Days after
                  each such suspension  and/or  termination.  Contractor
                  shall duly execute such assignments and deliver them and
                  the assigned  subcontracts to Owner within seven (7) Days
                  after


                                       121
                                                                    Article 21


<PAGE>


                                CONFIDENTIAL


                  Contractor receives Owner's  notice.  Failure of  Contractor
                  to assign to Owner all of  Contractor's  right, title and
                  interest  in and to any of  Contractor's  then
                  outstanding  subcontracts  in  accordance  with this
                  subsection  (c) is a default under this  Agreement,  except
                  in the case of termination by Contractor pursuant to
                  Section 18.2 or 18.3.

         (d)      Due to the nature of the Work and the reliance of Owner on
                  Contractor's ability, neither this Agreement nor benefits nor
                  obligations herein are assignable by Contractor.

         (e)      Contractor shall not assign the Turbine Contract without
                  the prior written consent of Owner.


                                       122
                                                                    Article 21


<PAGE>


                                CONFIDENTIAL


         Article 22.  CONFIDENTIALITY.

         (a)      Contractor  and its  Associated  Companies,  directors,
                  officers,  employees  and  representatives, including
                  attorneys,  accountants and consultants,  shall keep
                  confidential (i) this Agreement, (ii) all  negotiations
                  concerning this Agreement and documents  exchanged by
                  Contractor and Owner during negotiation, and (iii) all
                  documents, data, Drawings, contracts, studies, projections,
                  photographs, video and audio recordings,  computer files
                  and programs, and other information,  whether written or
                  oral,  which  relate to economic  benefits to or amounts
                  payable by either  party  pursuant to this Agreement or
                  costs of the Work, operations of the Plant, and Plant
                  Premises,  and including cost and quantities of fuel. In
                  addition,  Contractor will keep confidential all Drawings,
                  studies and other information  relating to design,
                  construction  and  operation  of the Plant  except as
                  hereinafter stated.  Contractor  also  agrees to keep
                  confidential:  (i) the Power  Purchase  Agreement  by and
                  between Owner and PECO,  and (ii) the Gas Purchase
                  Agreements  between Owner and fuel suppliers and
                  transporters.   Owner  and  its   Associated   Companies,
                  directors,   officers,   employees   and representatives,
                  including  attorneys,  accountants and  consultants,  shall
                  keep  confidential all financial  information  concerning
                  the parent of Contractor  supplied by  Contractor,
                  provided that such parties may disclose such matters to the
                  extent  reasonably  necessary in  connection  with the
                  financing and development of the Project,  subject to
                  obtaining a confidentiality and non-disclosure agreement
                  from the receiving  party.  The terms of this Section
                  shall  survive this  Agreement and shall continue
                  indefinitely  for any of such  information  that is a trade
                  secret of the Owner with the meaning of O.C.G.A.  Section
                  10-1-761, and for such information which is not a trade
                  secret within such definition,  for a period of two (2)
                  years  after the  earlier of Final  Acceptance  of the
                  Plant or termination of this Agreement.

         (b)      "Confidential",  as used in this Article 22, means that the
                  information or any document described in Section 22(a),
                  including the content,  substance or effect of such
                  information or document,  shall not be  disclosed,
                  discovered  or  distributed  to any other  Person;  except
                  such  information  or document  may be  disclosed  pursuant
                  to the valid


                                       123
                                                                    Article 22


<PAGE>


                                CONFIDENTIAL


                  order of any  court or  tribunal  of  competent
                  jurisdiction.  The  obtaining  of such order and the order
                  shall be opposed by the party by whom it will be carried
                  out unless  opposition  thereto is waived by each of the
                  parties to this  Agreement and except as  hereinafter
                  provided.  No party  shall be  required  to oppose  any
                  order  requiring disclosure  by appeal,  separate  legal
                  proceeding  or  extraordinary  measures in any  judicial or
                  administrative  proceedings  unless the other party,  after
                  notice,  agrees to pay the costs of such opposition.

         (c)      Contractor may, without violating this Article 22, disclose
                  information or a document described in Section 22(a):

                  (i)        to Contractor's lenders, underwriters,
                             Subcontractors and subsidiaries, Associated
                             Companies or parent; provided, except as set forth
                             in Section 22(g), that Contractor shall disclose
                             only that information which such Person needs to
                             know in connection with the Project and Contract
                             shall obtain as a condition precedent to the
                             disclosure, a confidentiality agreement with the
                             Person to whom the disclosure is being made with
                             terms substantially the same as this Section 22
                             ("Confidentiality Agreement");

                  (ii)       to governmental officials and parties involved in
                             any proceeding whereby either the Contractor or
                             Owner is seeking a permit, certificate or other
                             regulatory approval or order necessary or
                             appropriate to carry out this Agreement; provided,
                             that the party making the disclosure will exercise
                             reasonable efforts to restrict public access to
                             the information disclosed by way of protective
                             order, Confidentiality Agreement or otherwise;

                  (iii)      to governmental officials or the public as
                             required by any Law; provided, that Contractor
                             will exercise reasonable efforts to restrict
                             public access to the information disclosed by way
                             of protective order, Confidentiality Agreement
                             or otherwise.

                  (iv)       if such information or document (a) is, or
                             becomes, publicly known otherwise than through a
                             wrongful act of Contractor, its employees, or
                             agents; (b) was in the rightful possession of
                             Contractor, its employees, or agents prior to
                             receipt


                                       124
                                                                    Article 22


<PAGE>


                                CONFIDENTIAL


                             from Owner without restriction of
                             confidentiality; (c) is developed independently
                             by Contractor, its agents or employees without
                             use of Owner's confidential information; or (d)
                             is approved in writing by Owner for disclosure by
                             Contractor, its agents or employees to a third
                             party not bound by the confidentiality
                             obligations afforded to Owner under this
                             Agreement.

         (d)      Contractor and Owner each represent, covenant and warrant
                  that as of the date of this Agreement it has made no
                  disclosures which would violate this Article 22.

         (e)      All  Drawings  at the time of their  delivery to Owner and
                  copies  thereof are and shall  remain the property of the
                  Owner.  They are to be used by  Contractor  only with
                  respect to this Plant and are not to be used by Contractor
                  on any other  project.  With the exception of one contract
                  set for each party to this  Agreement,  such documents are
                  to be returned or suitably  accounted for to the Owner on
                  request at the Final  Acceptance  of the Plant.  Owner may
                  use the  Drawings  and shall not be in violation of any
                  duty or obligation to Contractor;  provided,  that in doing
                  so, Owner shall not for any  reason,  other  than as set
                  forth in  Section  22(c),  disclose  information  to a
                  third  party concerning  economic  benefits  to  either
                  party  and  amounts  paid or  payable  pursuant  to this
                  Agreement.  Contractor  shall  not  photograph,   videotape
                  or  otherwise  reproduce  in  any  form whatsoever  all or
                  any  part of the  Work,  or work  product  related  to the
                  Work,  including  the operational  Plant,  without  Owner's
                  prior  written  consent.  Notwithstanding  the fact  that
                  the Drawings remain the property of Owner,  Contractor
                  shall retain its rights,  for use on other work, in its
                  computer software, standard details, designs, data bases,
                  specifications,  other proprietary property  and  any
                  copyrighted   document  or  trademark   material
                  ("Contractor's   Intellectual Property").  Contractor
                  shall  retain  its rights in its  computer  software
                  except  the  computer software for Plant control systems
                  and instrumentation  installed in the Plant shall be the
                  property of the Owner. Rights to Contractor's  Intellectual
                  Property developed,  utilized or modified in the
                  performance  of the Work shall remain the  property of the
                  Contractor,  subject to a  non-exclusive license hereby
                  granted to Owner to use  Contractor's  Intellectual
                  Property,  when  applicable,  in connection with the
                  operation of the Plant. All computer  software


                                       125
                                                                    Article 22


<PAGE>


                                CONFIDENTIAL


                  prepared by Contractor  pursuant to this  Agreement  is an
                  instrument  of service in respect  to the Plant.  Computer
                  software  and Drawings  prepared by Contractor  pursuant to
                  this  Agreement are not intended or  represented to be
                  suitable for reuse by Owner on  extensions of the Plant or
                  on any other  project.  Any reuse of such computer
                  software or Drawings  prepared by Contractor  without prior
                  written  consent by Contractor for the  specific  purpose
                  intended  will be at Owner's  sole risk and without
                  liability  or legal exposure to Contractor and Owner shall
                  defend,  indemnify and hold harmless  Contractor  against
                  all claims,  losses,  damages,  injuries,  and expenses,
                  including  attorneys  fees,  arising out of or resulting
                  from such reuse.  Notwithstanding the foregoing  provision
                  of this Section 22(e),  Owner's rights in and to  computer
                  programs  provided  under  the  Turbine  Contract  shall be
                  as set forth therein.

         (f)      The parties hereby agree that it will be impossible to
                  measure in terms of money the damages which may or will
                  accrue by reason of any breach of the obligations set forth
                  in this Article 22 and, for that reason, among others, the
                  parties agree that each party is entitled to specific
                  performance of the provisions of this Section and any other
                  remedies allowed by Applicable Laws. In the event either
                  party institutes any proceeding to enforce any of the
                  provisions of this Section, the other party hereby waives
                  any claim or defense that an adequate remedy at law exists.

         (g)      Subject to compliance with Section 22(c) (i), the

                  dissemination by Contractor of plans, specifications and
                  parts of this Agreement, not including Exhibits, to
                  potential Subcontractors in the ordinary course of business
                  will not constitute a violation of this Agreement and
                  Contractor shall redact from such plans, specifications and
                  parts of this Agreement those provisions which are not
                  required to be disclosed.


                                       126
                                                                    Article 22


<PAGE>


                                CONFIDENTIAL


         Article 23. COMPLIANCE WITH LAW AND VENUE.

         (a)      Contractor shall comply and secure compliance by
                  Subcontractors with all Applicable Laws and Applicable
                  Insurance Policies in connection with the Work. If
                  Contractor, Subcontractors or Lower-tier Subcontractors
                  perform any part of the Work contrary to Applicable Laws or
                  Applicable Insurance Policies, then Contractor shall bear
                  any additional costs resulting from said violation and
                  correction thereof and shall not be reimbursed by Owner.

         (b)      It is the duty of Contractor to ascertain whether the Work,
                  Exhibits and Drawings are in accordance with all Applicable
                  Laws and Applicable  Insurance  Policies  before
                  Contractor  contracts for the purchase of Equipment or
                  contracts  with  Subcontractors  or starts  construction
                  and to indemnify Owner for all loss,  liability,  expense
                  and damage  caused by its  failure to do so. If  Contractor
                  determines  that any Work,  Exhibits or  Drawings  are not
                  in  compliance  with  Applicable  Laws or Applicable
                  Insurance Policies,  then Contractor shall: (i) immediately
                  notify Owner of the variance, and (ii) make any necessary
                  revisions to comply with such Applicable  Laws or
                  Applicable  Insurance Policies,  and (iii) follow the
                  Change Order procedure in Section 4 if Contractor believes
                  there has been a  Change  of Law or  Change  of  Applicable
                  Insurance  Policy  and  advise  the  Owner of any
                  additional  time of  performance  of the Work,  or any
                  change in the  performance  guarantees.  Such actions by
                  Contractor  shall be at  Contractor's  nonreimbursable
                  expense  unless such  expense is included in an approved
                  Change Order.

         (c)      Contractor shall not, under any circumstance, enter into
                  negotiations with any governmental authority or agency to
                  develop variations or revisions to Applicable Laws without
                  Owner's prior written approval.

         (d)      Contractor and Guarantors shall obtain all certificates of
                  authority and licenses required by law to do business in the
                  State of Georgia and the county or political subdivision
                  thereof wherein any part of the Work is performed.
                  Contractor shall obtain all state and local building,
                  construction, and hauling permits which are required by
                  Applicable Laws for performance of the Work.


                                       127
                                                                    Article 23


<PAGE>


                                CONFIDENTIAL


         Article 24.  PLANT ACCOUNTING.

         (a)      Contractor shall assist Owner in preparing the property
                  accounting system following the Code of Federal Regulations
                  (CFR), Conservation of Power and Water Resources, Title 18,
                  Subchapter C-Accounts, Federal Power Act. Such activities in
                  this Section 24(a) are included in the Guaranteed Lump Sum
                  Price, are to be undertaken concurrently with Plant
                  operations, and are to be completed no later than six (6)
                  months following the date of Plant Commercial Operation.

         (b)      Contractor shall maintain proper and complete records
                  substantiating all expenses and charges. Contractor agrees
                  to cooperate with Owner in supplying summary cost data so
                  Owner can properly place the cost of the Work on its books.


                                       128
                                                                    Article 24


<PAGE>


                                CONFIDENTIAL


Article 25.       AVAILABILITY GUARANTEE.

                  Contractor shall prepare a detailed engineering study of
                  anticipated Plant Availability which shall calculate the
                  anticipated availability for the Plant, including Equipment
                  supplied by General Electric Company, and will demonstrate
                  that the balance of Plant, excluding Equipment supplied by
                  General Electric Company, will be designed to achieve an
                  average availability, excluding planned outages, of
                  ninety-nine percent (99%) or more.


                                       129
                                                                    Article 25


<PAGE>


                                CONFIDENTIAL


Article 26.       OWNER AND CONTRACTOR REPRESENTATIVE.
         Section 26.1  OWNER'S PROJECT MANAGER.

         (a)      Owner's Project Manager shall have authority to bind the
                  Owner only as specifically authorized in this Article 26.
                  In the event of any conflict between the actions of the
                  Owner's Project Manager and Owner's Site Representative,
                  those of Owner's Project Manager shall control. Owner's
                  Project Manager shall have authority to provide direction
                  to Contractor as permitted or required of Owner by this
                  Agreement.

         (b)      Owner's Project Manager shall have authority to review and
                  to submit comments on Contractor's design documents and to
                  reject Work which does not conform to this Agreement.
                  Whenever Owner's Project Manager considers it necessary or
                  advisable for the implementation of the intent or to
                  determine conformity of the Work with this Agreement,
                  Owner's Project Manager shall have authority to direct the
                  Contractor to require special inspection or testing of the
                  Work whether or not such Work shall then be fabricated,
                  installed or completed, provided that Owner shall bear the
                  costs of any such special inspections or testing if the
                  Work satisfactorily passes such tests.

         Section 26.2.       OWNER'S SITE REPRESENTATIVE.

         (a)      Owner's Site Representative will maintain an office on the
                  Plant Premises during construction. Owner's Site
                  Representative will not have authority to act on behalf of
                  the Owner or to bind the Owner, except as specifically
                  authorized in this Article 26.

         (b)      Owner's Site Representative has no obligation or right or
                  authority whatsoever to render interpretations of this
                  Agreement or Drawings. However, Owner's Site Representative
                  may discuss the requirements of this Agreement with the
                  Contractor's Site Representative and Owner.

         Section 26.3  OWNER'S AGENT.

         Owner shall designate an Owner's Agent who shall have authority to act
         on behalf of Owner on all matters relating to this Agreement. Owner's
         Agent shall have authority to provide notice to and receive notice
         from Contractor and to exercise all other authority of Owner as
         permitted or required by this Agreement.

         Section 26.4  OWNER'S REPRESENTATIVES; MISCELLANEOUS.


                                       130
                                                                    Article 26


<PAGE>


                                CONFIDENTIAL


         (a)      Neither the Owner's Site Representative's nor Owner's Project
                  Manager's authority to act under Section 26.1 or 26.2 nor any
                  decision made either to exercise or not to exercise such
                  authority shall change the obligations of this Agreement, nor
                  shall any action taken pursuant to such authority relieve
                  Contractor of any responsibility or obligation in this
                  Agreement.

         (b)      Owner shall not be responsible for and will not have control
                  or charge of, nor shall Owner's Site Representative, Owner's
                  Project Manager or Owner's Agent have authority with respect
                  to, construction means, methods, techniques, sequences or
                  procedures, or for safety precautions and programs in
                  connection with the Work. Owner's Site Representatives,
                  Owner's Project Manager and Owner's Agent have no
                  responsibility with respect to the Contractor's failure to
                  carry out the Work or with respect to other acts or omissions
                  of the Contractor in accordance with this Agreement nor with
                  respect to Contractor's failure to carry out instructions of
                  the Owner.

         (c)      The duties, responsibilities and limitations of authority of
                  the Owner's Site Representative, Owner's Project Manager or
                  Owner's Agent during performance of this Agreement will not be
                  modified or extended without written notice to Contractor.

         (d)      Owner may change the Owner's Site Representative or Owner's
                  Project Manager by giving Contractor ten (10) Days prior
                  notice. In the case of any such change, Owner shall appoint a
                  replacement representative whose status under this Agreement
                  shall be that of the former.

         (e)      Owner's Site Representative, Owner's Project Manager and
                  Owner's Agent shall at all times have access to the Work. All
                  instructions to Contractor concerning the Work will be given
                  by Owner's Project Manager or Owner's Agent directly to
                  Contractor's Site Representative or Contractor's
                  Representative.

         (f)      Contractor shall not be relieved of obligations to perform
                  the Work in accordance with this Agreement by any action
                  taken by Owner's Site Representative or Owner's Project
                  Manager, or by tests, inspections or approvals required or
                  performed by Persons other than the Contractor.

         (g)      Owner's Project Manager shall be:


                                       131
                                                                    Article 26


<PAGE>


                                CONFIDENTIAL


                  ANDREW R. JONES                        (402) 691-9530
                  -----------------------------------    ---------------------
                  Name                                   Telecopy

                  1044 NORTH 115TH STREET, SUITE 400     (402) 691-9722
                  -----------------------------------    ---------------------
                  Address                                          Phone

                  OMAHA, NEBRASKA 68154
                  -----------------------------------
                  City, State, Zip

         (h)      Owner's Agent shall be:

                  MICHAEL C. LEBENS                      (402) 691-9530
                  ----------------------------------     ---------------------
                  Name                                   Telecopy

                  1044 NORTH 115TH STREET, SUITE 400     (402) 691-9515
                  ----------------------------------     ---------------------
                  Address                                          Phone

                  OMAHA, NEBRASKA 68154
                  ----------------------------------
                  City, State, Zip

         (i)      Owner's Site Representative shall be identified in writing
                  to Contractor.

         Section 26.5. CONTRACTOR'S SITE REPRESENTATIVE.

         (a)      Contractor's Site Representative will represent Contractor
                  on the Plant Premises during construction. Contractor's
                  Site Representative will maintain an office on the Plant
                  Premises for purposes of remaining in close proximity to
                  the Work and communicating with Owner's Site Representative
                  and/or Owner's Agent. Contractor's Site Representative will
                  advise and consult with Owner's Agent and Owner's Site
                  Representative as to the performance of the Work under this
                  Agreement. Contractor's instructions to Owner shall be
                  forwarded only through Owner's Agent. Contractor's Site
                  Representative will have authority to act on behalf of
                  Contractor and to bind Contractor. All communications given
                  to Contractor's Site Representative shall be as


                                       132
                                                                    Article 26


<PAGE>


                                CONFIDENTIAL


                  binding as if given to Contractor.

         (b)      Contractor's Site Representative will be and will remain
                  thoroughly familiar with the progress and quality of the
                  Work and will assure that the Work is proceeding in
                  accordance with this Agreement. Contractor's Site
                  Representative will be required to make extensive and
                  continuous inspections at the Plant Premises to check the
                  quality, adherence to the Drawings and Applicable Laws, and
                  quantity of the Work. On the basis of Contractor's Site
                  Representative's observations, Contractor's Site
                  Representative will keep Owner's Site Representative
                  informed of the progress of the Work and will guard Owner
                  against Defects in the Work of the Contractor.

         (c)      Contractor's Site Representative shall have knowledge of the
                  Work, the construction means, methods, techniques, sequences
                  or procedures, and for safety precautions and programs in
                  connection with the Work.

         Section 26.6  CONTRACTOR'S REPRESENTATIVE.

         Contractor shall designate a Contractor's Representative who shall
         communicate with Owner's Representative. Contractor's Representative
         shall be responsible for Contractor's performance of this Agreement
         and shall assist Owner whenever necessary to ensure Contractor's
         complete and satisfactory performance of this Agreement. Contractor's
         Representative will have authority to act on behalf of Contractor and
         to bind Contractor on all matters relating to this Agreement.

         Section 26.7  CONTRACTOR'S REPRESENTATIVES; MISCELLANEOUS.

         (a)      The duties, responsibilities and limitations of authority of
                  the Contractor's Site Representative and the Contractor's
                  Representative as set forth in this Agreement will not be
                  modified or extended without written consent of Owner, which
                  will not be unreasonably withheld.

         (b)      Contractor may not change Contractor's Site Representative or
                  Contractor's Representative without obtaining the prior
                  written consent of Owner's Agent, which shall not be
                  unreasonably withheld, and thereafter by giving ten (10) Days
                  prior notice to Owner. In the case of any such change,
                  Contractor shall appoint a replacement representative whose
                  status under this Agreement shall be that of the former


                                       133
                                                                    Article 26


<PAGE>


                                CONFIDENTIAL



                  Contractor's Representative.

         (c)      In the event Contractor's Site Representative is for any
                  reason unacceptable to Owner, the parties agree to cooperate
                  in good faith to resolve Owner's objection and if the
                  objection cannot be resolved, such Representative shall be
                  replaced by Contractor.

         (d)      No act or omission of Contractor's Site Representative shall
                  excuse any obligation to perform this Agreement in
                  accordance with all of its terms and conditions.

         (e)      Contractor's Site Representative shall be:

                  JOE USSERY
                  -------------------------              ---------------------
                  Name                                   Telecopy

                  -------------------------              ---------------------
                  Address                                Phone

                  -------------------------              ---------------------
                  City, State, Zip

         (f)      Contractor's Representative shall be:

                  MIKE MOSLEY                            (210) 475 8572
                  -------------------------              ---------------------
                  Name                                   Telecopy

                  527 LOGWOOD                            (210) 475-8411
                  ------------------------               ----------------------
                  Address                                Phone

                  SAN ANTONIO, TX 78224-0130
                  ------------------------
                  City, State, Zip


                                       134
                                                                    Article 26


<PAGE>

                                  CONFIDENTIAL

Article 27. GENERAL PROVISIONS.

Section 27.1 ROYALTIES AND LICENSE FEES.

Contractor shall pay all required royalties and license fees with respect to
proprietary rights and intellectual property licenses and agreements, and shall
procure, as required, the appropriate proprietary rights, intellectual property
licenses and agreements, for materials, methods, processes, systems and services
incorporated into the Plant or otherwise relating to the performance of the
Work. In performing the Work, Contractor shall not knowingly incorporate into
the Plant, or use in connection with the Plant or the performance of the Work,
any materials, methods, processes, systems or services that involve the use of
any confidential information, intellectual property or proprietary right that
Contractor does not have the right to use and incorporate or that may result in
claims or suits against Owner, Contractor or any Subcontractor or Lower-tier
Subcontractor for infringement of any domestic or foreign patent rights,
copyrights, other proprietary rights, or intellectual property licenses or
agreements, or applications for any thereof, or misuse of confidential
information.

Section 27.2 NOTICES.

All notices or other communications required or permitted by this Agreement
shall be in writing and shall be considered properly given at the time: (i) one
Day after delivery to an overnight courier, correctly addressed and postage
prepaid, (ii) delivered in person, (iii) a return receipt is signed when sent by
certified mail, or (iv) sent by facsimile machine or reproduction, regardless of
when received or delivered. Except as provided in (i) and (iv) hereof, Notices
or other communications given in accordance with (ii) or (iii) shall be
effective only when actually received by the addressee. Neither the day of the
week nor the time of day or night at which the notice or other communication is
delivered to overnight courier or addressee nor the time sent by facsimile
machine nor reproduction shall affect the validity of same.

Notice shall be given to Owner and Contractor as follows:


                                      135                             Article 27
<PAGE>

                                  CONFIDENTIAL

Owner:                                          Contractor:
Tenaska Georgia I, L.P.                         Zachry Construction Company
1044 North 115th Street                         527 Logwood
Omaha, Nebraska 68154                           San Antonio, TX  78224-0130
Facsimile No: (402) 691-9530                    Facsimile No: (210) 475 8572

Attn:  Michael C. Lebens                        Attn: Robert J. Kalt

In the event the parties utilize "facsimile" transmitted notices or other signed
communications (by telecopy, Panafax, telefax, etc.) the parties hereby agree to
accept and to rely upon such notices or other signed communications as if they
bore original signatures. Each party acknowledges and agrees to provide to the
other party, within seventy-two (72) hours of transmission of same, such notice
or documents bearing the original signatures; however, failure of the sending
party to timely follow up with a notice bearing the original signature will not
void the notice or document. For purposes of notice by "facsimile," the numbers
of the parties shall be as follows:

     Owner:       (402) 691-9530     Attn: Michael C. Lebens
     Contractor:  (210) 472-8572     Attn: Robert J. Kalt

Owner and Contractor shall have the right to change their address for notice or
other communication hereunder to any other location within the continental
United States by giving written notice to the other party in the manner set
forth herein.

Section 27.3 INDEPENDENT CONTRACTOR.

Contractor is an independent contractor engaged in an independent business and
is not the agent, employee or servant of Owner for any purpose. Contractor shall
have full control and supervision over the Work, employment, direction,
compensation and discharge of all Persons assisting it in the Work, subject to
the rights of Owner provided in this Agreement. Contractor agrees to be solely
responsible for: (i) maintaining the required insurance under any Worker's
Compensation Act or Employee's Liability laws and in accordance with
requirements of this


                                      136                             Article 27
<PAGE>

                                  CONFIDENTIAL

Agreement; (ii) timely payment of all federal, state, and local taxes or
contributions imposed or required under unemployment insurance, social security,
income tax laws and other Applicable Laws with respect to Contractor's employees
engaged in the performance of this Agreement; (iii) duly and timely filing all
federal, state and local tax returns and forms to reflect all income derived
from activities performed under this Agreement; and (iv) all matters relating to
the payment of its employees, including compliance with social security,
withholding and all other regulations governing such matters. As between Owner
and Contractor, Contractor agrees to be responsible for its own actions and
those of its employees, Subcontractors and Lower-tier Subcontractors during the
term of this Agreement. Contractor shall bear and be solely responsible for all
expenses of any kind which it may incur in the performance of its
responsibilities under this Agreement and shall hold the Owner harmless from any
claims with respect thereto. Contractor does not have, and shall not hold itself
out as having, any authority to enter into any contract or create any obligation
or liability on behalf of, in the name of, or binding upon Owner except as
specifically provided in this Agreement; and Contractor shall hold Owner
harmless from any loss, liability, damage and claims resulting from any action
taken by Contractor which is inconsistent with the provisions of this Section
27.3.

Section 27.4 SAFETY PRECAUTIONS. Contractor shall, and shall cause all
Subcontractors to, implement and administer a safety and health program for the
Plant, subject to the approval of Owner (which shall not be unreasonably
withheld), which shall include:

(a)  development of a safety manual within ninety (90) days of issue of the
     Authorization to Proceed establishing Contractor and Subcontractor safety
     guidelines and requirements, a copy of which manual shall be provided to
     Owner immediately upon its development; provided that Contractor shall
     incorporate into such manual any and all reasonable comments of Owner;

(b)  conducting of weekly safety meetings, in association with Owner, with the
     employees and agents of Owner, Contractor, Subcontractors and Lower-tier
     Subcontractors;

(c)  development, implementation and enforcement of procedures for advising
     Owner (including prompt provision of safety reports concerning all
     accidents which take place on the Plant Premises) and employees and agents
     of Contractor and


                                      137                             Article 27
<PAGE>

                                  CONFIDENTIAL

     Subcontractors of, and correction of, safety violations and deficiencies;
     and

(d)  actions necessary to provide a safe work environment in accordance with
     Applicable Laws and Applicable Insurance Policies.

Contractor shall take all reasonable precautions for the safety of, and shall
provide all reasonable protection to avoid damage, injury or loss as a result of
Contractor's or any Subcontractor's performance of the Work to:

     (i)  all persons employed by Owner, Contractor, Subcontractors and
          Lower-tier Subcontractors in connection with the Work or Owner
          (whether in the performance of their obligations hereunder or
          otherwise) and all other persons who may be affected by the
          performance of the Work or any of such persons;

     (ii) all supplies used in connection with the Plant or the Work and all
          materials and Equipment to be incorporated into the Plant, whether in
          storage on or off the Plant Premises, and whether under the care,
          custody or control of Owner, Contractor, any Subcontractor or
          Lower-tier Subcontractors; and

    (iii) other physical property at the Plant Premises or adjacent thereto,
          including trees, shrubs, lawns, walks, pavements, roadways, structures
          and utilities not designated for removal, relocation or replacement in
          the course of construction hereunder.

At all times (including during Start-up, Testing and initial operation of a
Unit), Contractor shall require all Subcontractors and Lower-tier Subcontractors
working on or supplying materials, supplies or Equipment to the Plant Premises
to comply with all safety requirements in effect at all such times.

Section 27.5 TITLE TO THE PLANT PREMISES.

The title (direct or indirect, in name and beneficially) of all Work, completed
or in the course of construction, and of all the Equipment on the Plant Premises
for which any monthly progress payment has been made shall be in Owner, subject
to the interest of the Development Authority pursuant to bond financing obtained
by Owner from the Development Authority. It is expressly understood and agreed
that the passage of title shall not be a release of Contractor's responsibility
to fully carry out its obligations under this Agreement or otherwise affect the
provisions respecting risk of loss set forth in this Agreement.


                                      138                             Article 27
<PAGE>

                                  CONFIDENTIAL

Section 27.6 QUALITY ASSURANCE. Contractor shall implement and administer a
quality assurance program for the Plant, subject to the approval of Owner (which
shall not be unreasonably withheld), which shall include:

(a)  development of a Quality Assurance Manual within 60 days of issue of the
     Authorization to Proceed establishing Contractor and Subcontractor
     guidelines, procedures and requirements for quality assurance, a copy of
     which manual shall be provided to Owner immediately upon its development;
     provided that Contractor shall incorporate into such manual any and all
     reasonable comments of Owner;

(b)  development, implementation and enforcement of procedures for quality
     assurance including advising and monitoring employees and agents of
     Contractor and Subcontractors with respect to quality assurance compliance
     procedures; and

(c)  provision by Contractor on a quarterly basis of quality assurance reports
     in the form set out in the Quality Procedures Manual with respect to all
     design, engineering, construction, start-up and testing activity at the
     Plant Premises.

Section 27.7 SEVERABILITY OF PROVISIONS.

In the event that any provision of this Agreement, or the application thereof,
is held by any court of competent jurisdiction to be illegal or unenforceable,
the parties shall attempt in good faith to agree upon an equitable adjustment to
this Agreement in order to overcome to the extent possible the effect of such
illegality or unenforceability. The provisions of this Agreement are intended to
be performed in accordance with, and only to the extent permitted by, the
requirements of all Applicable Laws. If any provision of any of the Agreement or
the application thereof to any Persons or circumstance shall, for any reason and
to any extent, be invalid or unenforceable, neither the remainder of the
Agreement nor the application of such provision to other Persons or
circumstances or other instruments referred to in the Agreement shall be
affected thereby but, rather, the same shall be enforced to the greatest extent
permitted by Applicable Laws.

Section 27.8 ENTIRE AGREEMENT.

This Agreement sets forth the full, complete and entire understanding of the
parties as of the date first above stated except for the following which may be
executed prior to or at the same time as this Agreement: an Assignment of the
Turbine Contract by Owner to the Contractor; an


                                      139                             Article 27
<PAGE>

                                  CONFIDENTIAL

assumption agreement to be executed between the supplier under the Turbine
Contract and the Contractor; a Priority Agreement to be executed between
Contractor and the title insurance company; an Indemnification Agreement to be
executed between Contractor and the title insurance company; and the Guarantee.
Except as otherwise provided in this Section 27.8, this Agreement supersedes any
agreements and representations made or dated prior hereto. There shall be no
oral modification of this Agreement, whether or not executed and performed on
one side. Any written modification or agreement dated subsequent to the date of
this Agreement shall constitute a modification or amendment hereof only to the
extent that said modification or agreement is duly executed by both parties to
this Agreement.

Section 27.9 COUNTERPARTS.

This Agreement may be executed in any number of counterparts, or by use of faxed
counterpart signature pages, each of which shall be an original, but all of
which together shall constitute but one instrument.

Section 27.10 APPLICABLE LAW.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE
STATE OF TEXAS EXCLUDING THEIR CONFLICT OF LAWS PROVISIONS TO THE MAXIMUM EXTENT
PERMITTED BY SECTION 35.51 OF THE TEXAS BUSINESS AND COMMERCE CODE AND OWNER AND
CONTRACTOR AGREE DALLAS COUNTY, TEXAS SHALL BE THE MOST CONVENIENT FORUM FOR
JURISDICTION AND RESOLUTION OF ANY LEGAL DISPUTE HEREUNDER AND IRREVOCABLY
SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN SUCH
COUNTY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND HEREBY IRREVOCABLY AGREE THAT THE VENUE FOR SUCH CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING SHALL BE IN SUCH COURT. FOR ANY CLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT WHICH MUST BY STATUTE BE DETERMINED IN THE COURTS OF
THE STATE OF GEORGIA, OWNER AND CONTRACTOR HEREBY IRREVOCABLY SUBMIT TO THE
JURISDICTION OF THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA AND HEREBY
IRREVOCABLY AGREE THAT THE VENUE FOR SUCH CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING SHALL BE IN SUCH COURT.

Section 27.11 HEADINGS AND CONSTRUCTION.

The section headings are inserted for convenience of reference only and shall in
no way effect, modify, define, or be used in construing the text of this
Agreement. Where the context


                                      140                             Article 27
<PAGE>

                                  CONFIDENTIAL

requires, all singular words in this Agreement 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 Agreement 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 Agreement as
the joint agreement and understanding of the parties. This Agreement is to be
construed as a whole and any presumption that ambiguities are to be resolved
against the primary drafting party shall not apply.

Section 27.12 SOLE BENEFIT.

This Agreement and all rights hereunder are intended for the sole benefit of the
parties hereto and, except (i) to the extent expressly provided in this
Agreement, for the benefit of the Construction Lender and (ii) to the extent
expressly provided in this Agreement, for the benefit of additional Persons to
be indemnified, shall not imply or create any rights on the part of, or
obligations to, any other person. No other party shall have rights under this
Agreement or be entitled to assume that the parties thereto will insist upon
strict performance of their mutual obligations hereunder, any of which may be
waived from time to time.

Section 27.13 SUCCESSORS AND ASSIGNS.

All of the terms of this Agreement shall apply to, be binding upon and inure to
the benefit of the parties hereto, their respective successors, permitted
assigns and all other Persons claiming by, through or under them.

Section 27.14 LIMITATION OF OWNER'S LIABILITY.

By its execution and delivery of this Agreement, Contractor agrees for itself
and its successors and assigns that any claim, judgment or order against the
Owner or any partner in Owner which may arise under this Agreement shall be
enforceable against only Owner and Owner's Assets. No judgment, order or
execution entered in any suit, action or proceeding in favor of Contractor,
whether legal or equitable, relating in any way to this Agreement, shall be
obtained or enforced against any Associated Company of either Owner or any
partner in Owner, against any officer, director or stockholder of Owner or any
partner in Owner or their Associated Companies, or against the individual assets
of any such Persons for the purpose of obtaining


                                      141                             Article 27
<PAGE>

                                  CONFIDENTIAL

release and satisfaction of any obligation arising under this Agreement and any
right to proceed against such Persons is hereby expressly waived, renounced and
remitted by Contractor for itself and its successors and assigns. Nothing in
this Agreement shall increase the liability of a limited partner in Owner beyond
the liability of a limited partner as provided by law.

Section 27.15 CONTRACTOR RESPONSIBILITY.

Contractor has full responsibility for engineering, procurement and
construction. Contractor shall coordinate all Work and shall be responsible for
the performance of any obligations of Contractor under this Agreement, whether
the Work is performed by Contractor, by Subcontractors, by Lower-tier
Subcontractors or any other persons, either directly or indirectly, employed or
used by Contractor or Subcontractors. Contractor warrants and represents that
the design, engineering and Equipment meet the requirements of this Agreement
and that Contractor has relied only upon its own investigation, research,
analysis and preparation, including a thorough assessment of all factors and
conditions which may affect its performance, including conditions at the Plant
Premises.

Section 27.16 SURVIVAL. Termination of this Agreement (a) shall not relieve
either party of any obligation hereunder that expressly survives termination of
this Agreement, (b) shall not relive either party of any obligation hereunder
which by its nature would normally survive a termination, including warranty and
indemnification, and (c) except as otherwise provided in any provision of this
Agreement expressly limiting the liability of either party, shall not relieve
either party of any obligation or liabilities for loss or damage to the other
party arising out of or caused by acts or omissions of such Party prior to the
date of such termination. The provisions of Article 17, Article 22 and Section
27.16 shall expressly survive the termination of this Agreement.


                                      142                             Article 27
<PAGE>

                                  CONFIDENTIAL

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed
in its name and on its behalf by a duly authorized officer in duplicate
originals and effective as of the date first above written

                        CONTRACTOR:
                        ZACHRY CONSTRUCTION CORPORATION, a Delaware corporation

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

/S/_________________________

Witness

                           OWNER:

                           TENASKA GEORGIA I, L.P.

                           By: TENASKA GEORGIA, INC.
                           Managing General Partner

                           By: /S/
                               -------------------------------------------------

                           Title:  Vice President

/S/________________________

Witness


                                      143
<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 1  of 23
--------------------------------------------------------------------------------

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


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
ATTACHMENTS.......................................................................................................3

1.0   INTRODUCTION................................................................................................4


2.0   SITE DESCRIPTION AND CONDITIONS.............................................................................4


3.0   PROJECT DESCRIPTION.........................................................................................5

3.1   Gas Turbine.................................................................................................5

3.2   Continuous Emissions Monitoring.............................................................................5

3.3   Fuel System.................................................................................................6

3.4   Water Supply and Treatment Systems..........................................................................7

3.5   Fire Protection System......................................................................................7

3.6   Plant High Voltage Power System............................................................................10

3.7   Plant Auxiliary Power System...............................................................................10

3.8   Emergency Diesel Generator.................................................................................12

3.9   DC Power Supply............................................................................................12

3.10  Uninterruptible Power Supply...............................................................................12

3.11  Plant Control Systems......................................................................................13

3.12  Plant Control System.......................................................................................14

3.13  Communications Systems.....................................................................................16

3.14  Area Classification........................................................................................16

3.15  Security System............................................................................................17

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 2  of 23
--------------------------------------------------------------------------------

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

3.16  Lighting/Receptacles.......................................................................................17

3.17  Grounding/Lightning Protection.............................................................................18

3.18  Cathodic Protection........................................................................................18

3.19  Miscellaneous Equipment....................................................................................19

3.20  Plant Water Discharge System...............................................................................19

3.21  Storm Water Drainage System................................................................................19

3.22  Civil......................................................................................................20

3.23  Structural/Architectural...................................................................................21

3.24  Interconnections...........................................................................................23

3.25  Noise Control..............................................................................................23
</TABLE>


<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 3  of 23
--------------------------------------------------------------------------------

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

ATTACHMENTS

           I.   Site Location Map
          II.   Preliminary Water Balances and Preliminary Water Analyses
         III.   Preliminary Building Arrangement
          IV.   Preliminary Geotechnical Engineering Report
           V.   Site Legal Descriptions and Topographic Map
          VI.   Not Used

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 4  of 23
--------------------------------------------------------------------------------

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

PROJECT DESCRIPTION

1.0    INTRODUCTION

              Tenaska is proposing to construct, own and operate a simple cycle
              independent power production facility in Heard County, Georgia.
              The power production facility and ancillary facilities are
              described below.

              The Tenaska facility has contracted to sell the entire net plant
              electrical output to PECO Energy Company (PECO). The firm contract
              capacity of the plant is 950 MW net.

              The plant will be designed with the best available control
              technology (BACT) to limit emissions. Tenaska proposes that BACT
              for this facility will be the combustion of natural gas or No. 2
              fuel oil to limit SO2 and particulate emissions, the use of dry
              low NOx combustors to control NOx to 25 ppmvdc when firing natural
              gas, and water injection when firing oil to control NOx to 42
              ppmvdc.

              Commercial operation of the plant is scheduled as defined in the
              EPC Agreement.

2.0    SITE DESCRIPTION AND CONDITIONS

              The site for the proposed facility is located in Heard County,
              Georgia approximately nine miles northeast of Franklin and
              approximately 40 miles southeast of Atlanta. The site location is
              shown on a section of a USGS topographical map included as
              Attachment I. A 500 kV transmission line owned by Georgia
              Transmission Corporation (GTC) runs through the site and will be
              used to interconnect the Project into the transmission system.
              Transco's natural gas pipelines run approximately one mile south
              of the site. The site is being purchased from Temple Inland and is
              currently forested. Temple Inland, a forest products company, will
              harvest the trees from the plant site, leaving a buffer zone of
              trees around the plant. The site is currently zoned for
              "RFA-Residential, Forest and Agricultural" by Heard County, and
              will be rezoned for industrial and power plant use. Plant
              elevation is approximately 785 feet above mean sea level. The site
              is bounded on the south and the west by Hilly Mill Creek and on
              the north and west by an unnamed tributary. A portion of the site
              is within the 100-year flood plain. A site topographic map with
              wetlands delineation is included as Attachment III. A preliminary
              geotechnical report by EMCON is included as Attachment IV.

              The following information shall be used for plant design:

<TABLE>
<CAPTION>
              Parameter                                   Summer            Winter*
              ---------                                   ------            -------
<S>                                                         <C>                <C>
              Dry-bulb temperature, F                       95                 18
              Wet-bulb temperature, F                            78                  15
</TABLE>

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 5  of 23
--------------------------------------------------------------------------------

              *Freeze protection and HVAC to be designed in accordance with
              design criteria specified in Exhibit B.

              Precipitation:                      51 inches annual average

              Frost Line:                         12 inches

              Wind pressure and seismic design loads will be in accordance with
              the Standard Building Code, for an 80 mph basic wind speed and
              Seismic Risk Zone 2A.

              Site Elevation                      785  feet above mean sea level


3.0    PROJECT DESCRIPTION

              The following subsections briefly describe key plant components.
              These components are shown on the Plot Plan, Plot Plan Detail,
              P&IDs, One-Line, and Heat Balance/Process Flow Sheet in Exhibit B.
              Water requirements are shown on the maximum and average Water
              Balances provided in Attachment II. Scope of work and detailed
              technical requirements are specified in Exhibit B.

3.1    GAS TURBINE

              Six (6) General Electric Frame 7FA heavy-duty, single-shaft gas
              turbine generator units and auxiliary equipment as described in
              Exhibit H. CT stacks and silencers shall be provided by the
              Contractor.

3.2    CONTINUOUS EMISSIONS MONITORING

              Continuous Emissions Monitoring (CEM) for NOx, O2, and stack flow
              in conformance with 40 CFR Part 60 Appendix B and 40 CFR 75 shall
              be provided at the stacks. SO2, CO and CO2 emissions will be
              calculated using fuel flow rate and fuel composition data.
              Contractor shall develop a CEM quality control plan in compliance
              with 40 CFR 60 Appendix F and 40 CFR 75 and a reporting system
              which generates monthly reports.

              The Continuous Emissions Monitoring System (CEMS) will consist of
              six individual extractive-type systems. The systems will be housed
              in two shelters, each with a group of three systems. The
              extractive sample conditioning will

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 6  of 23
--------------------------------------------------------------------------------

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

              consist of heated sample probe and line with moisture removal at
              the analyzer racks.

3.3    FUEL SYSTEM

              Natural gas shall be the primary fuel, with low sulfur No. 2 fuel
              oil used for backup fuel. The gas turbines shall be capable of
              switching fuels on-line and shall be capable of start-up on either
              natural gas or fuel oil.

              Natural gas will be regulated and delivered to the plant at a
              nominal pressure of 470 psig. A gas supply inlet pressure signal
              shall be provided in the control room by the Contractor. Natural
              gas will be metered by Transco at the gas pipeline tap,
              approximately one mile south of the site. The meter signal,
              (containing gas pressure, flowrate, delta-P, and temperature) will
              be transmitted to a radio receiver at the site via a radio
              transmitter located at the meter. The meter signal will be
              converted to a digital signal by the radio receiver. The
              Contractor shall connect to the radio receiver and transmit the
              meter signal into the control room for monitoring and recording.
              The Contractor shall provide a gas chromatograph and two 50%
              capacity, indirect bath type gas heaters for the gas supply to the
              turbines. The gas heaters will be sized to provide a minimum of 50
              degrees Fahrenheit of superheat in the gas to the turbines.

              A 165,000 barrel fuel oil storage tank shall be provided. The fuel
              oil tank shall be located within a dike sized to contain the full
              content of the fuel oil tank plus 12 inch freeboard. An impervious
              lining shall be placed within the diked area to prevent fuel oil
              from entering the soil. Four (4) fuel oil pumps shall be provided
              to pump from the fuel oil storage tank to the gas turbines. Each
              pump shall be capable of meeting the maximum fuel oil requirements
              of two gas turbines. Tank location is shown on the Site
              Arrangement Drawing. Any underground fuel oil piping shall be
              installed in a concrete trench with removable covers or within a
              secondary containment pipe. The trench or containment pipe shall
              be sloped to drain to the oil/water separator. The fuel oil tank
              will be in accordance with API 650.

              Fuel oil deliveries will be made by truck. Unloading systems and
              pumps shall be provided to unload four trucks at the same time and
              up to six (6) trucks per hour, with each truck having a capacity
              of 6000 gallons. Flowmeters shall be provided to measure unloaded
              fuel oil quantities. The unloading area shall be curbed and
              surfaced to contain oil spills, with drains from the unloading
              areas piped to an oil/water separator. A roof over the unloading
              area shall be provided to reduce rainwater flow to the oil/water
              separator.

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 7  of 23
--------------------------------------------------------------------------------

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

3.4    WATER SUPPLY AND TREATMENT SYSTEMS

              Water for the plant will be supplied from the Heard County Water
              Authority. The water will be of potable water quality. An
              interconnection will be made to a six inch diameter water main at
              George Brown Road immediately north of the plant site. The major
              water demands in the power plant are water for the gas turbine
              inlet air evaporative coolers and water for injection into the gas
              turbine combustion chambers for NOx control when firing fuel oil
              The plant will be designed to minimize water consumption.
              Attachment II shows a preliminary water balance for the plant. The
              evaporative coolers will only operate when the ambient temperature
              is 60oF or greater and the gas turbines are operating. If
              necessary, the plant can be operated without the evaporative
              coolers in service. Water for injection into the gas turbine
              combustion chambers will be required only when natural gas is
              curtailed and the plant operates on fuel oil.

              Truck mounted demineralizer systems will be used to provide
              demineralized water for NOx control when burning fuel oil.
              Regenerated demineralizer systems will be brought to the site as
              needed and returned to their supplier for regeneration. No
              chemicals will be required on-site.

              A Fresh Water Storage Tank shall be provided on-site for storage
              of fresh water, and a Demineralized Water Storage Tank shall be
              provided for storage of demineralized water. The Fresh Water
              Storage Tank shall have 2,000,000 gallon capacity and the
              Demineralized Water Storage Tank shall have 7,000,000 gallon
              capacity. The water tanks will be in accordance with AWWA D100.
              The tanks will be internally coated to protect against corrosion
              and contamination of the water.

              A fire water system shall be installed within the plant with water
              supplied from Fresh Water Storage Tank. The bottom 200,000 gallons
              of the Fresh Water Storage Tank shall be reserved for fire water.

3.5    FIRE PROTECTION SYSTEM

              The fire protection system for the generation facility shall be
              designed in conformance with National Fire Protection Association
              (NFPA) 850, Recommended Practice for Fire Protection for Electric
              Generating Plants. The system's design shall be reviewed with the
              local fire department to ensure conformance with applicable codes
              and standards. All equipment installed in the plant for fire
              protection shall be compatible with the local fire department's
              firefighting equipment. The fire protection system shall include a
              fire water loop

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 8  of 23
--------------------------------------------------------------------------------

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

              and monitors, water sprinkler systems for selected areas, and
              portable fire extinguishers. General Electric will provide the
              FM200 and CO2 fire extinguishing systems for the gas turbines as
              described in Exhibit H,

              Any additional fire protection equipment and systems which may be
              required by the local authority having jurisdiction or Owner's
              insurance carrier requirements shall be provided by the Contractor
              at the Owner's cost.

       3.5.1  FIRE WATER SYSTEM

              A fire water system sized to deliver a minimum of 1,500 gpm of
              water shall be provided to protect plant facilities against fire.
              The fire water system shall be supplied from the Fresh Water
              Storage Tanks. Electric motor driven and Diesel engine driven fire
              pumps shall provide 125 psig pressure at their discharge. An
              electric motor driven jockey pump will operate on continuous
              standby and shall start or stop to maintain fire water pressure
              between low-pressure and high-pressure points. The electric motor
              driven main fire pump shall start when system pressure drops below
              a lower set point. The diesel engine driven fire pump shall start
              if system pressure drops to a second lower set point. The fire
              pumps and controllers shall be Factory Mutual approved. The system
              shall include a fire water supply loop, fire hydrants, fire
              monitors, and hoses located at appropriate locations. Multiple
              flow paths shall be provided in the loop piping so that if one
              pipe fails, another pipe can supply sufficient fire water to other
              outlets. Sectionalizing post indicator valves shall enable
              isolation of any failed section. Hose connections at hydrants
              shall be compatible with the local fire department's firefighting
              equipment. Fire hoses shall be sized for two-man operation.

       3.5.2  GAS TURBINE, BUILDING, AND EQUIPMENT FIRE EXTINGUISHING SYSTEM

              The gas turbine mechanical package, turbine enclosure, and
              electrical control package shall be protected by an automatically
              actuated CO2 & FM200 systems supplied by General Electric as
              described in Exhibit H. When either the FM200 or CO2 system is
              actuated, alarms or indications at the control panels shall be
              activated.

              The control room battery room, Power Distribution Center (PDC),
              and electrical/electronic equipment rooms shall be protected by
              dry pipe, pre-action sprinkler systems. Upon actuation, an alarm
              or visual indicator will be activated at a fire protection alarm
              panel.

              Wet pipe sprinkler system shall be provided for the administration
              and office areas and for the fire water pump buildings. The
              sprinkler piping shall be filled with water under pressure from
              the fire water system. System activation shall occur when
              thermally-sensitive sprinkler heads open due to high temperature.

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 9  of 23
--------------------------------------------------------------------------------

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

              Dry pipe sprinkler systems shall be provided in the maintenance
              and warehouse areas. The sprinkler piping shall use
              thermally-sensitive sprinkler heads attached to a piping system
              containing air under pressure. When a sprinkler head opens due to
              high temperature, the air in the system is released, opening a
              diaphragm-operated valve. With the valve open, water flows into
              the piping and discharges from the nozzles.

              Deluge sprinkler systems shall be provided at the main
              transformers and the auxiliary transformers. Deluge spray
              subsystems use open spray nozzles attached to piping connected to
              the fire water supply through a deluge valve. The deluge subsystem
              is activated by a dry pilot detection system installed in the same
              area as the spray nozzles. Thermally-sensitive sprinkler heads are
              attached to a piping system containing air under pressure. When a
              sprinkler head opens due to high temperature, the air in the
              system is released, actuating a deluge valve. With the deluge
              valve open, water flows into the piping and discharges from all
              nozzles. Fire walls shall separate the main transformers and
              auxiliary transformers from each other and from the rest of the
              plant.

              A semi-fixed foam system shall be provided at the fuel oil storage
              tank. Connections shall be provided at a safe and convenient
              location outside of the containment area for attaching a portable
              foam system (by others) to deliver fire suppression foam to the
              fuel oil storage tank.

              Portable fire extinguishers shall be provided throughout the plant
              and within buildings or structures. The type and number of
              extinguishers shall be appropriate for the area of the plant. Fire
              extinguishers shall be sized for one-man operation.

       3.5.3  FIRE DETECTION AND ALARM SYSTEM

              Fire detection equipment shall consist of fixed temperature heat
              detectors, rate compensated heat detectors, and ionization type
              smoke detectors which respond to both visible and invisible
              products of combustion.

              A fire protective signaling system shall be provided to monitor
              the various fixed fire protection systems throughout the power
              plant. The system shall include local supervisory panels at the
              local valve stations and a main fire alarm annunciator panel
              (FAAP) in the control room to monitor system status. Audible fire
              and trouble alarms shall be provided at the local supervisory
              panels for the hazard areas and at the FAAP.

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 10  of 23
--------------------------------------------------------------------------------

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

3.6    PLANT HIGH VOLTAGE POWER SYSTEM

              The high voltage system receives 18.0 kV electrical power produced
              by the gas turbine generators and transforms it to 500 kV for
              transmission to Georgia Transmission Corporation's system. The 500
              kV system and switchyard from the main step-up transformer high
              side bushings to the 500 kV GTC transmission lines will be
              furnished and installed by others.

              The plant site high voltage power system shall include the
              following equipment:

              o      Isophase bus ducts connecting the gas turbine generator to
                     the main step-up transformers.

              o      Six (6) generator unit breakers on the 18 kV side of the
                     main transformers.

              o      Three (3) 18.0 k V to 500 kV, three winding, main step-up
                     transformers.

              o      Three (3) 18.0 kV/4160 V auxiliary transformers.

              o      Control equipment including CT's and protective relays.

              The generation facility shall be supplied by three (3) identical
              18.0/4.16 kV transformers, each connected to the 18.0 kV bus on
              the primary side and each relay protected. The secondary side
              shall be cable connected to the 5 kV switchgear. Auxiliary power
              for plant startup and shutdown and during plant outages and
              maintenance periods, will be backfed from the 500 kV
              interconnection.

3.7    PLANT AUXILIARY POWER SYSTEM

              The plant auxiliary power system shall include transformers, bus
              circuit breakers, switches, motor starters, and other necessary
              electrical equipment and controls for supplying power at 4160 V,
              480 V, and lower voltages to the various plant auxiliary power and
              lighting loads. The plant auxiliary power system shall be capable
              of supplying sufficient power to start three gas turbines
              simultaneously. These in-plant loads shall include the following:

              o      Gas turbine auxiliary loads

              o      4160 V - motors larger than 250 hp

              o      480 V - motors 250 hp and smaller

              o      Lighting and miscellaneous loads

              Plant power shall be distributed from the Switchgear at 4160 V and
              480 V via cable in cable trays throughout the plant. Three
              4160-480 V transformers, with appropriate protection, shall be
              connected to the 480 V switchgear with normally open tie-breakers
              to supply the plant low voltage power system.

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 11  of 23
--------------------------------------------------------------------------------

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

              The 5 kV metal clad switchgear shall have copper bus and be cable
              connected to the secondary of the auxiliary transformers. It shall
              be relay protected, have a tie-breaker, provided with local
              kilowatt, volt, and ampere metering, have provisions for remote
              status monitoring and supply the 4160-480 V transformers. The 5 kV
              switchgear shall contain motor controllers with solid state
              protective relays which supply 4000 V motors and 4160-480 V
              transformers. Motor protection shall include, but not be limited
              to, over-current, under-current, single phase, phase unbalance,
              and over-temperature. Each unit shall have local-remote control
              selection with remote permissive control allowing only the central
              control station to relinquish control once the motor has been
              started and placed in operation. They shall also have red
              (running) and green (off) indicating lights and provisions for
              locking in the deenergized position.

              The 480 V switchgear shall be bus connected to the three identical
              transformers and cable connected to 480 V motor control centers
              (MCC). The 480 V switchgear shall have relay protection, a
              tie-breaker, provisions for local volt, ampere, and kilowatt
              metering, and remote status monitoring. The motor starters in the
              MCCs shall have overload protection and indicating lights. It
              shall also have provisions for locking the circuit breakers in the
              deenergized position. The Contractor shall provide two 480 V
              feeders from two separate load centers to the 480 V panel in the
              switchyard and control building.

              General Electric will provide motor control centers for all
              equipment provided with the gas turbine generators as described in
              Exhibit H. Contractor shall provide motor control centers for all
              other equipment.

              The 480 V system shall generally be used to serve all plant
              buildings, turbine auxiliary power, motors 250 hp and smaller and
              area lighting systems. Auxiliary power for the plant during plant
              outages and maintenance periods will be supplied through the
              interconnect with Georgia Transmission Corporation, refer to
              Electrical One-Line Drawing in Exhibit B.

              The remote control and monitoring of the 500 kV switchyard and GTC
              Substation (monitoring only) circuit breakers and metering, 5 kV
              and 480 V switchgear and 480 V motor control centers shall be
              accomplished through the plant control system (PCS). The
              Contractor shall provide the cable from the plant PCS system to
              the control panels in the switchyard control building.

              Generally, motors 25 hp and larger not in continuous service shall
              have motor winding heaters. Motor heaters over 1000 W shall be
              rated for 208 V operation. Motor heaters shall be energized when
              the motors are not operating. When standby or alternate motors are
              supplied, the main motor shall be connected to one MCC and the
              standby, or alternate, to the other.

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 12 of 23
--------------------------------------------------------------------------------

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

3.8    EMERGENCY DIESEL GENERATOR

              Provision shall be made on the 480 V bus for connecting a portable
              1000 KW/1250 kVa, 480 volt, three phase diesel engine driven
              generator in case of an emergency. The diesel engine will burn the
              No. 2 fuel oil used for the gas turbine. The emergency diesel
              generator will be furnished by the owner.

3.9    DC POWER SUPPLY

              The DC power supply system provides a reliable source of power for
              critical control and power functions during normal and emergency
              plant operating conditions and shall provide the normal source of
              power for the uninterruptible power supply system. The plant shall
              be provided with one 120-volt DC batteries. Under normal operating
              conditions, two full-capacity battery chargers shall operate in
              parallel and supply DC power to the DC loads. The battery chargers
              shall receive 480 volt, three-phase, AC power from the low voltage
              power supply system and continuously float charge the unit battery
              while simultaneously supplying power to the DC loads. The
              batteries shall operate ungrounded. A ground detection scheme
              shall be provided to detect grounds on either polarity of the DC
              power supply system for annunciation in the control room.

              Under abnormal or emergency conditions when 480 volt power from
              the low voltage power supply system is unavailable, the unit
              batteries shall supply DC power to the DC power supply system
              loads and the uninterruptible power supply (UPS). Recharging of
              discharged batteries shall occur whenever 480 volt power becomes
              available from the low voltage power supply system.

              The 120 volt DC batteries and the battery charges shall be
              connected together in the station battery panel. DC loads shall be
              fed from individual molded case circuit breakers in this panel.
              The 120 volt DC batteries shall be sized to provide power after
              loss of AC power. The battery chargers shall be sized so a
              completely discharged battery can be recharged in less than 24
              hours while still supplying all normal DC loads plus the largest
              anticipated emergency load on a continuous basis.

3.10   UNINTERRUPTIBLE POWER SUPPLY

              The uninterruptible power supply (UPS) system provides 240/120
              volt AC, single-phase, 60 hertz power to essential instrumentation
              and equipment loads that require noninterruptible AC power. The
              normal source of power for the UPS shall be from the DC power
              supply system. A full-capacity inverter will be connected

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 13 of 23
--------------------------------------------------------------------------------

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

              to a 240/120 volt AC panelboard through a static transfer switch
              and a manual bypass switch. The inverter shall be in a
              free-standing, floor-mounted enclosure and use solid state silicon
              controlled rectifier switching assemblies and other devices to
              invert DC to AC power. Protecting, monitoring, regulating and
              phasing devices shall be included with the inverter. During normal
              operation, the inverter shall supply the essential AC loads.

              A solid-state switch connected to the output of the inverter shall
              continuously monitor both the inverter output and the alternate AC
              source. Upon loss of the inverter output, the static switch shall
              automatically transfer essential AC loads without interruption
              from the inverter output to the alternate source. The power supply
              for the alternate source transformer and regulator shall be the
              low voltage power supply system.

              During normal operation, the inverter-static switch-power panel
              combinations shall be dedicated to furnishing the power required
              by the UPS. The low voltage power supply system shall be utilized
              as a backup to the inverter systems. A manual bypass switch shall
              be provided to enable isolation of the inverter-static switch from
              service for testing and maintenance without interruption to the
              UPS system loads. UPS system loads shall be fed from the UPS AC
              panelboards through fast tripping circuit breakers. The inverter
              shall be maintained in synchronism with alternate AC power source.

3.11   PLANT CONTROL SYSTEMS

              The plant shall be controlled from a central control room. In
              addition, the gas turbines shall have local redundant control
              stations comprising the following:

              o      Turbine control panel

              o      Generator control panel

              o      Generator auxiliary panel

              o      Protective relay panel

              The control system shall be a microprocessor-based, -control
              system designed with redundancy for safety, reliability and
              efficiency. All essential control data and alarms shall be
              indicated in the central control room.

              The gas turbine-generator supplier will provide controls for the
              gas turbines and the equipment provided with the gas
              turbine-generators. The Contractor shall provide the PCS system
              and controls for all equipment not provided by the gas turbine
              supplier, and be responsible for integrating the control equipment
              into a workable control system.

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 14 of 23
--------------------------------------------------------------------------------

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

3.12   PLANT CONTROL SYSTEM

              The plant control system (PCS) shall provide modulating control,
              digital control, monitoring, alarming, logging, data archiving,
              and indicating functions for the plant systems. The following
              functions shall be provided:

              o      Overall control of the combustion turbine generators and
                     other systems in a coordinated response to unit load
                     demands

              o      Plant startups and shutdowns initiated by the plant
                     operators

              o      Operator interface for the turbine generator controls for
                     normal or automatic operation

              o      Operator interface for the auxiliary electric system and
                     switchyard

              o      Visual and discernible audible alarms for abnormal events
                     based on field signals or software generated signals
                     (including out-of-limit parameters) from the systems,
                     processes or equipment

              o      Consolidated sequence-of-events recording for the
                     combustion turbine and balance-of-plant systems to assist
                     with diagnostic evaluation of plant upsets, trips and plant
                     operation

              o      Operator interface through control consoles consisting of
                     CRTs, keyboards, trackballs, and printers

              o      On-line hardware and software diagnostics with tuning
                     capability

              o      On-line programming and logic changes

              o      Monitoring of plant equipment and process parameters and
                     providing this information to the plant operators in a
                     meaningful format

              The Balance of Plant (BOP) equipment will be controlled from a
              redundant GE Fanuc PLC added to the Combustion Turbine (CT)
              controls data highway. All of the CT Mark V controls will be
              linked together by an t ethernet data highway. The GE CT operator
              interfaces will be upgraded to the Cimplicity software, running on
              a NT PC platform. The Cimplicity software PCS creates a single
              level, integrated control system for the plant, which combines the
              Mark V turbine control HMI and the PLC controller to provide BOP
              control on a single operator interface. It's ethernet
              communication capabilities allow it to communicate directly with
              the turbine controller without the need for hardwired I/O. In
              addition, the PCS Human Machine Interface (HMI) can communicate
              with the BOP controllers and the turbine controllers without the
              need for any foreign device interface hardware. Three PCs will be
              provided for the operator interface. This will allow the control
              room operator to access any of the CTs from one location. This
              will also provide the platform requested for coordinated response
              to unit load commands. An additional PC for "engineering"
              activities will be provided. The contractor shall provide, at no
              additional cost to Owner, a Data Historian. The Owner will
              provide, at Owners cost, the conversion to the HMI Mark V's.

              The majority of plant equipment control and information functions
              shall be implemented in the PSC . The combustion turbine control
              systems shall interface

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 15 of 23
--------------------------------------------------------------------------------

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

              with the PCS through data links and a limited complement of
              hard-wired I/O for operator actions and information display;
              however, the equipment control and protection logic shall be
              implemented in the proprietary control systems provided by the
              respective equipment suppliers.

              Input/output (I/O) modules shall be used for interfacing with
              transmitters and other sensors, final control elements, motor
              starters, breakers, and other plant equipment located throughout
              the plant. The I/O modules containing inputs/outputs used for
              control functions shall normally be connected directly to the
              individual control processors such that a failure of the
              communications network shall not affect the availability of the
              inputs/outputs necessary for execution of the control functions of
              the system. Where control information is transmitted between
              processors via the data highway, the overall security and response
              times of the control loops and digital control operations shall be
              evaluated for acceptability. To the extent practical, the system
              shall be organized so that the program within a processing unit
              shall stand alone without dependence upon another processing unit
              or loop communications. Where remote I/O cabinets are used, they
              shall be located in protected, ventilated (or air conditioned)
              environments as appropriate for solid-state electronics, in
              accordance with the manufacturer's recommendations.

              Each processing unit shall be backed up by a redundant, fully
              capable processing unit, operating in a "hot standby" mode, with
              automatic transfer of function to the standby unit in the event of
              failure of the operating processing unit.

              Visual display work stations shall be provided to allow for ease
              of operation of the plant control systems, while simultaneously
              maintaining separate dedicated CRT displays for alarming and data
              acquisition functions. All PCS displays and operator interface
              functions shall be available on at least two independent work
              stations. The work stations shall include keyboards for entering
              operator-initiated control commands. "Hard-wired" devices such as
              push buttons and indicators shall be limited to those required by
              codes and regulations, and those provided for hard-wired emergency
              shutdown push buttons in the unlikely event of control system
              failure.

              The PCS shall be designed such that no single failure of any
              equipment or power source will interrupt or disrupt any system
              function, nor will any single failure cause any controlled
              equipment to change status unless specifically required in
              accordance with the design. System outputs controlling redundant
              or parallel process equipment shall be assigned to minimize the
              impact of an output card failure. In general, the use of redundant
              PCS outputs shall be avoided. In cases of a failure of a single
              system input transducer or of an input module serving only that
              transducer, a predicted PCS system control response to the failure
              shall be allowable. All such failures, however, shall be alarmed.

              The PCS shall be equipped with a diagnostic package that includes
              both

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 16 of 23
--------------------------------------------------------------------------------

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

              hardware and software to detect system malfunction and equipment
              failure. The occurrence of any malfunction or equipment failure
              shall be immediately alarmed. The diagnostic package shall be
              capable of pinpointing the defective component down to the card
              level.

              The PCS shall be designed to react in a predictable manner to
              certain failure:

              o      Upon system logic failure, as detected by system
                     diagnostics, a controller shall transfer to its backup. If
                     the backup is unavailable, the controller outputs shall
                     fail to a predictable state and shall enable any manual
                     shutdown facilities which are appropriate to provide
                     orderly shutdown of equipment.

              o      Upon system logic power supply failure, the controller
                     shall transfer to its backup. If the backup is unavailable,
                     the system outputs shall fail to a de-energized state.

              o      Upon power failure to an active or running controlled
                     device or equipment, the system shall react in a
                     predetermined manner, either to command a restart of the
                     equipment upon power resumption, or to cycle the logic to a
                     status requiring equipment shutdown.

              The response time of the system shall be sufficient to maintain
              control over the plant processes under all system operating
              conditions including extreme plant upset conditions with all
              points in alarm.

3.13   COMMUNICATIONS SYSTEMS

              Provisions will be made for communication with Georgia
              Transmission Corporation and other electric utilities over power
              line carrier and by telephone. The plant control system shall be
              capable of interacting with digital signals from the microwave
              control and the communications systems as required.

              A page/party system with local handsets and paging speakers shall
              be provided for communication within the plant. Telephones shall
              be provided in office areas and the control room.

3.14   AREA CLASSIFICATION

              Hazardous areas in the facility shall be classified in accordance
              with the appropriate sections of the NEC and API RP-500 series. A
              preliminary determination of such areas follows. Contractor is
              responsible for making final determinations and designing
              accordingly.

              Class 1, Group D and/or B, Division 1 (Explosion Proof)

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 17 of 23
--------------------------------------------------------------------------------

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

                     Within 5 ft of fuel relief valves. Dumps or drains, or
                     other below grade facilities within the process area.

              Class 1, Group D and/or B, Division 2 (Explosion Proof)

                     Metering and Regulator Area
                     Metering and Separator Area
                     Scrubber and Separator Area
                     Lube Oil Storage Tank
                     Fuel Oil Storage Tank
                     Areas adjacent to Division 1 Areas
                     Gas Turbine Fuel Oil Forwarding Area
                     Gas Turbine Fuel Gas Metering and Control Area

              Non-Hazardous (Any area not otherwise classified)

                     Control Building
                     Office Buildings
                     Switchyard Control Building
                     Warehouse Buildings
                     Pressurized Buildings, Cubicles, or Panels

3.15   SECURITY SYSTEM

              The plant security system shall consist of an electrically
              operated main gate with remote open, stop, and close controls. The
              secondary gate will be opened manually.

              The main gate shall be capable of being operated at either the
              office or control room and have Closed Circuit TV (CCTV) and
              two-way speakers with on-off control. Contractor shall provide all
              permanent surveillance facilities, including CCTV. Contractor
              shall provide security monitor (minimum 14" screen) in the control
              room and provide CCTV cabling between gates and the control room.
              CCTV's shall have remote pan and zoom capabilities.

              Both gates shall be equipped with either card keys or key switches
              for use by plant employees.

              Owner's responsibility for security will commence on the
              commercial operation date and when the plant security system is
              completed.

3.16   LIGHTING/RECEPTACLES

              The plant roadway and parking areas shall be provided with high
              pressure sodium area lighting with photo electric relay control
              suitable to the specific area being illuminated.

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 18 of 23
--------------------------------------------------------------------------------

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

              All high-intensity lighting shall be directed downward and inward,
              not outward from the facility towards off-site locations. There
              shall be no adverse effects on safety or interference with
              existing views.

              Indoor low ceiling areas shall be provided with fluorescent
              lighting suitable to the task being illuminated. Illumination
              levels shall be designed using the latest IES recommendations.

              Wall mounted emergency lighting futures with integral battery,
              trickle charger, and two incandescent lamps shall be provided for
              egress routes. Lighting duration shall be in accordance with the
              latest NFPA 101 Life Safety Code. Optionally, emergency lighting
              may be powered from the plant 125 Vdc system.

              Power receptacles shall be provided in all finished and unfinished
              building areas. Receptacles shall be provided throughout the plant
              area to provide suitable coverage for maintenance activities.
              Welding receptacles shall be provided throughout the plant area
              for maintenance activities and shall be supplied from 480 V MCCS.

              The telephone system, telecopier, and control room computer will
              be powered from the UPS to provide a regulated, uninterruptible
              source of power.

3.17   GROUNDING/LIGHTNING PROTECTION

              A grounding grid system(s) consisting of driven copper clad ground
              rods and stranded copper cable shall be installed at the facility.
              All major electrical equipment, major structural steel members,
              stacks, tanks, cooling tower, fencing, etc. shall be bonded to the
              ground system. The Contractor shall provide the final site soil
              resistivity survey for use in the grounding system design.

              Lightning protection shall be provided for all buildings,
              structures and equipment provided by the Contractor. Lightning
              terminals with roof conductors and down conductors shall be
              installed on building roofs, stack, and other areas as required.

3.18   CATHODIC PROTECTION

              Cathodic protection system shall be provided on equipment and
              tanks as required and on all underground metallic piping systems.
              The system shall be of the impressed grid type with surface
              coatings for the piping. The cathodic protection systems shall be
              designed in accordance with NACE requirements and shall be based
              on the results of the Contractor's soils testing.

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 19 of 23
--------------------------------------------------------------------------------

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

3.19   MISCELLANEOUS EQUIPMENT

              The proposed generation facility shall include the following
              miscellaneous equipment:

              o      Air compressors, dryers, and receivers for instrument and
                     plant air systems. Two air compressor systems capable of
                     producing air as required (at 125 psig) shall be provided,
                     with the plant air system piped to provide backup for the
                     instrument air system. The air receiver shall be 1,000
                     gallons minimum to minimize cycling of the air compressors.

              o      Safety showers and eyewash stations shall be provided in
                     chemical handling areas and in battery room.

              o      Mechanical equipment including air handling units, heating
                     and air conditioning units, hot water heater, locker rooms,
                     and fire extinguishers as required for plant buildings.

              o      Monorail hoists in the maintenance shop rated at 5 tons

3.20   PLANT WATER DISCHARGE SYSTEM

              Process equipment areas shall be surfaced and curbed, with drains
              directed to sumps. Sump pumps shall be provided to deliver water
              collected in the oil/water sumps to an oil/water separator. Oil
              removed from the water will be collected and disposed of by a
              qualified contractor. Design shall accommodate the disposal
              contractor connection.

              Water from the gas turbine evaporative coolers will discharge to a
              300,000 gallon retention pond. Treated water and other oil-free
              wastewater streams from the oil/water separator shall discharge to
              a 5,000 gallon plant sump. Water from the plant sump shall be
              combined with evaporative cooler blowdown at a metering/sampling
              structure and sent to Hilly Mill Creek.

              Sanitary wastewater from the plant shall be discharged to a septic
              tank field system in conformance with local regulations.

3.21   STORM WATER DRAINAGE SYSTEM

              A storm water collection and drainage system shall be provided to
              collect storm water from non-process areas, and control and
              discharge storm water runoff from the site in accordance with the
              NPDES Permit and County regulations. A system of ditches and
              culverts, or catch basins, and storm sewers shall be provided as
              required to collect and control the storm water runoff. The storm
              water runoff from non-process areas shall be directed to the
              biofiltration swale. The water cleaned by the biofiltration swale
              will discharge to Hilly Mill Creek. Storm water

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 20 of 23
--------------------------------------------------------------------------------

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

              runoff from process areas shall be routed directly to the
              oil/water separators.

              The diked area around the fuel oil storage tank shall connect to
              the plant oil/water separator system through a control structure
              with a shutoff valve that will remain closed to contain any oil
              spill. An impervious lining shall be placed within the diked area
              to prevent fuel oil from entering the soil and ground water.

3.22   CIVIL

              The site of the proposed facility is currently undeveloped and
              forested. A forest products company will harvest the trees from
              the plant site leaving a buffer zone around the plant. The
              remaining trees on the site shall not be removed or disturbed.

              A preliminary site Grading and Draining Drawing has been included
              in Attachment IV to show existing site topography and the
              preliminary site drainage plan. The Contractor shall prepare the
              final grading plan for Owner's review and approval. As part of the
              final grading plan the Contractor shall provide landscaping berms
              approximately 8-10 feet above finished grade, along the north side
              of the entrance road to the site. Contractor is only obligated to
              provide the landscaping berms to the extent that cut exceeds fill.
              The Owner will plant trees and shrubs on the berms as part of the
              final landscaping plan.

              On-site surfacing shall be in accordance with Exhibit B. On-site
              plant roads and parking areas shall be asphalt. Plant parking
              areas shall accommodate 10 cars. Areas where leaks or containments
              may occur shall be concrete slab and isolated to retain spillage.
              The plant switchyard area and areas around the equipment shall be
              surfaced with crushed stone. Other areas of the plant not
              receiving paving or crushed stone shall be finish graded and
              seeded as specified in Exhibit B.

              Fencing shall be installed around the plant proper main step-up
              transformers and the switchyard. The fence for the plant proper
              shall have one motor operated main gate and one secondary gate.
              The switchyard shall have three vehicle access gates.

              During construction activities the Contractor shall comply with
              the mitigation measures as outlined in the environmental permits
              for this project.

              The project work scope does not include wetlands delineation or
              mitigation. All wetlands delineation and mitigation will be the
              Owner's responsibility. Contractor's work scope does not include
              the salvage, relocation, or replanting of any trees.

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 21 of 23
--------------------------------------------------------------------------------

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

3.23   STRUCTURAL/ARCHITECTURAL

              3.23.1 FOUNDATIONS

              For purposes of preliminary design, the foundation design as
              recommended in the Preliminary Soils Survey, Attachment VI, shall
              be utilized. The Contractor shall obtain a final geotechnical
              report from a qualified firm for the designing of foundations.

              Outdoor equipment and structural steel foundations shall be a
              minimum of 1 foot above finished grade. Equipment installed
              indoors shall be set on equipment pads or foundations which are a
              minimum of 6 inches above the finished floor elevation.

              The gas turbines shall be installed on reinforced concrete
              pedestals or foundations isolated from other structures or
              foundations.

              3.23.2 BUILDINGS AND STRUCTURES

              A building enclosing the following areas shall be provided for the
              facility:

              o      Control Room, Switchgear, Offices, Maintenance and
                     Warehouse Areas

              o      Firewater and Water Pump Building(s)

              o      Continuous Emissions Monitoring Building(s)

              o      4160/480 Switchgear Building(s)

              The Control Area shall contain areas for 480 V switchgear, and
              motor control centers, UPS battery system, and control room.

              The Maintenance and Office Areas shall contain the main entrance
              vestibule, offices, restrooms/locker rooms, conference/lunchroom,
              electrical/instrument shop, general storage warehouse, mechanical
              equipment room, storage and maintenance workshop area, and
              janitor's closet.

              The Contractor shall design the maintenance, office, warehouse,
              control and switchgear areas of the plant to provide the following
              areas as a minimum:

<TABLE>
<CAPTION>
              AREA/ROOMS                                                   MINIMUM SIZE/FT2
              ----------                                                   ----------------
<S>                                                                        <C>
              One office                                                         190
              Four offices                                                       120 (ea)
              Administrative Area Conference Room                                200
              Administrative Assistant Area                                      100
              Entry/Reception Area                                               150
              Library                                                            120
              Office Area Storage Room                                            75

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 22 of 23
--------------------------------------------------------------------------------

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

              Janitor's Closet                                                    40
              Employee Lunch/Conference Room                                     250
              Men's Locker Room/Restroom                                         250
              Women's Locker Room/Restroom                                       175
              Electrical/I & C Shop                                              300
              Maintenance Shop                                                  2800
              Warehouse                                                         1500
              Control Room                                                      By Contractor
              Electrical Equipment Room                                         By Contractor
              Battery Room                                                      By Contractor
              Mechanical Equipment Room                                         By Contractor

</TABLE>

              A preliminary building layout is included in Attachment V to
              indicate the conceptual layout of the building. The Contractor
              shall develop a final building layout during detail design. The
              final building layout shall be acceptable to the Owner.

              In addition to the main building, the following special purpose
              buildings shall be provided:

              o      The location and number of pump buildings and the location
                     of pumps shall be finalized by the Contractor during the
                     Contractor's detail design.

              o      A CEM building(s) shall enclose the Continuous Emissions
                     Monitoring equipment.

              o      Any additional buildings required by Contractor's design.

              3.23.3 ARCHITECTURE

              The architectural design shall be based on the aesthetic
              requirements, the functional building and spatial requirements,
              and the provision for low maintenance materials which are
              compatible with the Project and desired aesthetic treatment.

              A preliminary layout of the buildings is shown in the Plot Plan.
              The Contractor shall generally follow the arrangement shown. The
              Contractor may offer alternate arrangements based on the actual
              equipment offered and based on the Contractor's experience.

              All buildings shall be steel framed or pre-engineered metal
              structures with insulated metal siding and roofing. Masonry
              buildings with steel truss roofs will be considered as an
              alternative.

                     3.23.3.1 SIGNAGE AND FLAGPOLES

              Signs and graphic designs for identification and directions shall
              be incorporated into the finishing of spaces. Signage shall be
              employed for safety, ease of

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 23 of 23
--------------------------------------------------------------------------------

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

              operation and direction. The signage system utilized shall provide
              simple and direct indications using both graphics and text.

              A lighted sign shall be installed at the main entrance gate to the
              facility. The sign shall be a minimum of 5' x 10'. An aluminum
              flagpole shall be installed on the front lawn of the office
              facility. All signage shall be subject to Owner approval.

3.24   INTERCONNECTIONS

              Contractor shall provide the following interconnections. Points
              will be located as shown on the Site Interconnection Drawing in
              Exhibit B, Attachment I. Contractor shall be responsible for
              coordinating interconnection design and construction as required
              for proper tie-in suitable to Owner and affected parties. The
              Contractor is responsible for determining actual distances
              required.

              o      Natural Gas - Provide a tie-in to the Transco pipeline at
                     the southern portion of the site.

              o      Waste Water - Provide a discharge from the
                     sampling/metering structure to Hilly Mill Creek as shown on
                     Attachment I of Exhibit B.

              o      Storm Water - Provide a discharge from the biofiltration
                     swale to Hilly Mill Creek as shown on Attachment I of
                     Exhibit B.

              o      City Water - Provide a tie-in to the Heard County, Georgia
                     water main on Attachment I of Exhibit B.

              o      Electrical - Provide an electrical tie-in point at the high
                     side bushings of the main step-up transformers for the 500
                     kV system. Provide two 480 V power supplies to the
                     switchyard control building.

              o      Control Signals - Provide cabling from plant control room
                     to the switchyard control building for relay signals,
                     monitoring switchyard meters and circuit breaker positions
                     and from the control room to the gas meter signal receiver
                     (located on the plant site).

              o      Telephone - Provide suitable raceway from telecommunication
                     closet to the telephone company tie-in location. The
                     telephone company will install telephone company owned
                     circuits into the telecommunications closet.

3.25   NOISE CONTROL

              The Plant shall be designed to comply with a 58 dBA far field
              sound level limitation at 1200 feet. Sound level limitations are
              exclusive of startup, shutdown, transients and off normal
              operating conditions. The noise levels shall be met and guaranteed
              with the plant equipment including building ventilation systems in
              normal operation.

<PAGE>

--------------------------------------------------------------------------------
           TENASKA GEORGIA GENERATION PROJECT              EPC - Exhibit A
                                                        ------------------------
                                                           Page 24 of 23
--------------------------------------------------------------------------------

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

              Plant equipment shall be designed for sound levels not to exceed
              90 dBA measured at three feet from the equipment or equipment
              enclosure, exclusive of startup, shutdown, transients and off
              normal operating conditions and sound emissions attributable from
              the combustion turbine exhaust. The combustion turbine/generator
              equipment will be furnished by General Electric with near field
              noise levels in accordance with Exhibit H.

              Noise control during construction shall include limiting noise
              levels produced by construction equipment and restricting
              construction activities at night.

<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT



                                    EXHIBIT A

                                  ATTACHMENT I

                                  SITE LOCATION

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

MAP OF TENASKA GEORGIA GENERATION FACILITY SITE LOCATION

<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT A

                                  ATTACHMENT II

                           PRELIMINARY WATER BALANCE &
                           PRELIMINARY WATER ANALYSIS

<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT A

                                 ATTACHMENT III

                    PRELIMINARY SERVICES BUILDING ARRANGEMENT

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

DRAWING OF TENASKA GENERATION PROJECT ADMINISTRATION/MAINTENANCE WAREHOUSE
BUILDING

<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT A

                                  ATTACHMENT IV

                           PRELIMINARY GEOTECH REPORT

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

PRELIMINARY GEOTECHNICAL EVALUATION OF THE HEARD COUNTY GEORGIA POWER GENERATION
FACILITY IN HEARD COUNTY, GEORGIA PREPARED FOR TENASKA, INC. ON JUNE OF 1998 BY
EMCON - 18 PAGES

EMCON TOPOGRAPHIC/SITE LOCATION MAP - FIGURE 1 OF HEARD COUNTY POWER GENERATION
FACILITY

EMCON DRAWING OF BORING LOCATION PLAN - FIGURE 2


APPENDIX A - EMCON BORING LOGS - 19 PAGES

APPENDIX B - EMCON LABORATORY TEST RESULTS
             A)  GRADATION CURVE - 5 PAGES
             B)  MOISTURE-DENSITY RELATIONSHIP TEST - 2 PAGES
             C)  SOIL/WASTE ANALYSIS - 1 PAGE

<PAGE>

                                    EXHIBIT A

                    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

<PAGE>

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 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 OF 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>


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


TOPO MAP OF TENASKA GEORGIA GENERATION FACILITY SITE PLAN


<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT A

                                  ATTACHMENT V

                       SITE LEGAL DESCRIPTION AND TOPO MAP


<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT A

                                  ATTACHMENT VI

                                    NOT USED

<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT B

                                  SCOPE OF WORK

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 1 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

<TABLE>
                                TABLE OF CONTENTS
<S>      <C>                                                                                              <C>
1.0      SCOPE OF WORK.....................................................................................2
         1.1 Introduction..................................................................................2
         1.2 Engineering and Design........................................................................4
         1.3 Construction, Erection and Commissioning.....................................................10
         1.4 Project Management...........................................................................15

2.0      TECHNICAL REQUIREMENTS AND SPECIFICATIONS........................................................16
         2.1 General......................................................................................16
         2.2 Civil........................................................................................18
         2.3 Structural...................................................................................28
         2.4 Architectural................................................................................40
         2.5 Mechanical...................................................................................46
         2.6 Electrical...................................................................................84
         2.7 Instrumentation and Control.................................................................113
</TABLE>

                                   ATTACHMENTS

         Attachment I - Design Guide Drawings
         Attachment II - Redacted Electric Utility Interconnection Agreement
         Attachment III - Not Used
         Attachment IV - Redacted Power Purchase Agreement
         Attachment V - Control System Configuration Black Diagram
         Attachment VI - Extended Warranty Equipment List


<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 2 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

1.0      SCOPE OF WORK

1.1      INTRODUCTION

                  The Contractor shall be responsible for the design,
                  engineering, equipment and materials procurement,
                  construction, commissioning, start-up, and testing of the
                  plant. The scope of work shall include all tasks necessary to
                  provide to the Owner with a complete and functional facility
                  in conformance with the performance parameters indicated in
                  this document and acceptable to the Owner. The design guide
                  drawings included in Attachment I shall be used as a guide.
                  They may be modified by the Contractor as his design requires,
                  subject to approval of the Owner.

                  The engineering, procurement and construction services to be
                  performed by the Contractor shall include, but not be limited
                  to, the following:

                  -        Review of and compliance with local, state and
                           federal codes, regulations and standards

                  -        Coordinate with the appropriate regulatory officials
                           for design submittals and interpretation of codes,
                           regulations, and standards

                  -        Obtain all building, construction and occupancy
                           permits

                  -        Prepare and issue plot plans and general arrangement
                           drawings

                  -        Prepare and issue energy and mass balances

                  -        Prepare and issue P&IDs

                  -        Prepare and issue electrical one-lines

                  -        Prepare and issue plant control system block diagrams

                  -        Provide schedule for use by Owner in developing
                           overall project schedule

                  -        Provide written facility description and system
                           descriptions

                  -        Prepare and issue equipment list

                  -        Conduct final soils investigations

                  -        Develop civil and structural design criteria based
                           upon geotechnical program

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 3 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

                  -        Prepare engineering analysis and calculations by
                           discipline (mechanical, project, electrical,
                           civil/structural and instrumentation)

                  -        Prepare equipment and material specifications

                  -        Prepare construction drawings

                  -        Procure and install all equipment and material
                           between the tie-in points necessary for a complete
                           generation facility

                  -        Prepare requisitions for equipment and material,
                           review bids and issue purchase orders for equipment
                           and materials, except for the combustion
                           turbine-generators

                  -        Provide technical personnel for interface during
                           field construction, checkout and start-up

                  -        Process and review vendor drawings and maintain a
                           vendor document control system

                  -        Provide support to construction contractors as
                           required during construction

                  -        Provide start-up and checkout services and
                           supervision as required, supplemented as necessary by
                           vendor personnel

                  -        Provide system descriptions and class room training
                           support by the project mechanical engineer and the
                           project electrical/control engineer for a period of
                           two weeks each for the Owner's operator training
                           program for up to ten (10)operators

                  -        Provide 10 sets of Operating and Maintenance manuals
                           in English and U.S. units for all equipment

                  -        Provide Plant Startup Procedures

                  -        Publish monthly progress report for Owner review

                  -        Expedite vendors as required to maintain project
                           schedule

                  -        Specify and conduct performance test(s)

                  -        Participate in monthly project meeting conducted by
                           Owner

                  -        Maintain detailed drawing schedules and overall
                           project schedules

                  -        Provide quality control and quality assurance
                           programs

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 4 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


1.2      ENGINEERING AND DESIGN

                  1.2.1    General Requirements

                           The Contractor shall be responsible for providing all
                           engineering and design services required for the
                           construction of the generation facility. Detail
                           engineering shall include the preparation of
                           equipment and material specifications, construction
                           drawings based on calculations, studies and vendor
                           information, and final as-built drawings.

                           The Contractor shall review and comply with all
                           applicable local, state and federal codes,
                           regulations and standards. Coordination with the
                           appropriate regulatory officials shall be the
                           Contractor's responsibility.

                           The engineering and design shall assure that all
                           equipment and systems fit and work together as
                           integrated systems and that the design and
                           installation are compatible with systems provided by
                           others such that their function, operation, safety
                           and performance are not impaired.

                           The Contractor shall keep one (1) copy of all
                           drawings, specifications, amendments, O&M manuals,
                           and other pertinent data at the jobsite and engineers
                           office, which shall be kept in good order and
                           available for use by the Owner.

                           All Contractor specifications and design and
                           construction drawings shall be stamped and signed by
                           a professional engineer registered in the State of
                           Georgia.

                           The Contractor shall prepare and maintain, on a
                           current basis, drawing and specification lists,
                           engineering and design schedule, and purchasing and
                           delivery schedules to help monitor and expedite the
                           progress of the work. The engineering/design and
                           purchase/delivery schedules shall be prepared using
                           the critical path method (CPM) scheduling technique
                           and shall be coordinated with the Contractor's
                           construction schedule.

                           The Contractor shall prepare and maintain complete
                           plot plans, underground utility plans and plant
                           general arrangement drawings showing the exact
                           location and elevation of the equipment, apparatus,
                           roadways, access/maintenance aisles, platforms,
                           walkways, stairs, etc. These drawings will be updated
                           to agree with the final equipment outline drawings as
                           they become available from the vendors.

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 5 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

                  1.2.2    Civil Work

                           The Contractor shall be responsible for the full
                           development of the civil engineering and design for
                           the facility. This shall include, but not be limited
                           to, the preparation of calculations, drawings and
                           specifications for the following:

                           -        Site layout and arrangement

                           -        Site preparation, clearing and grubbing

                           -        Grading, excavation and backfill

                           -        Erosion and sedimentation control

                           -        Surface and underground drainage systems

                           -        Roadways, parking and walkways

                           -        Site security, fencing and gates

                           -        Oil and chemical spill containment

                           -        All underground utilities and yard piping

                           The Contractor shall prepare specifications for final
                           soils exploration and site survey as required for the
                           engineering and design of the foundations for
                           buildings, auxiliary structures, and equipment and
                           preparation of site work drawings.

                  1.2.3    Structural Work

                           The Contractor shall be responsible for the full
                           development of the structural engineering and design
                           including preparation of calculations, drawings and
                           specifications for all equipment and building
                           foundations, sub-structures, slabs and pedestals;
                           plant buildings including structural steel and floor
                           systems; and steel structures including equipment
                           supports, pipe racks, platforms, stairways and
                           handrails.

                  1.2.4    Architectural Work

                           The Contractor shall be responsible for the full
                           development of the architectural design. The
                           architectural design and specifications shall include
                           all power plant buildings, including roofing systems,
                           wall systems, interior and exterior finishes, finish
                           and hardware schedules, window and doors, and
                           architectural materials.

                           The design of the Facility shall include the fire
                           protection provisions as specified in Exhibit A.


<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 6 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------



                           Materials shall be selected and design criteria
                           developed based on aesthetics, durability and ease of
                           maintenance. Finish materials and colors shall be
                           approved by the Owner. Finish and color schedules
                           shall include, but not be limited to, the following:

                           -        All areas including floor, base, walls and
                                    ceilings

                           -        Handrails

                           -        Doors

                           -        Windows and glazing

                           -        Cabinets and countertops

                           -        Lockers

                           -        Toilet partitions and accessories

                           -        Equipment and piping

                  1.2.5    Mechanical WorkERROR! BOOKMARK NOT DEFINED.

                           The Contractor shall be responsible for the full
                           development of the mechanical engineering and design.
                           The mechanical design shall include, but not be
                           limited to, the following:

                           -        Preparation of piping and instrument
                                    diagrams (P&ID's) for each piping system
                                    indicating all equipment tag numbers, line
                                    sizing, valving, specialties, flow elements
                                    and instrumentation.

                           -        Design of piping systems included in the
                                    scope of supply. Preparation of piping
                                    drawings as necessary to establish
                                    clearances and locate pipeline connections
                                    to major components of equipment as well as
                                    to evaluate location of any supports.
                                    Preparation of stress, vibration, pulsation
                                    and flexibility analysis as required. Piping
                                    drawings shall locate required valves,
                                    fittings, specialties and connections.
                                    Drawings shall be suitable for general pipe
                                    fabrication and erection. Pipe support and
                                    pipe hanger drawings shall be provided as
                                    necessary for construction.

                           -        Specifications and lists of necessary
                                    valves, piping materials, specialties and
                                    miscellaneous items.

                           -        Specification requirements for heat
                                    insulation and freeze protection and
                                    covering both for heat retention and
                                    personnel protection. These


<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 7 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                                    specifications shall define materials,
                                    thicknesses and type of finish and
                                    jacket materials.

                           -        Preparation of heating, ventilation, and air
                                    conditioning equipment schedules and
                                    installation drawings.

                           -        Preparation of lists of mechanical
                                    equipment, lubricants, spare parts, and
                                    chemicals as specified by equipment vendors.
                                    All lube oils for the gas turbine lube oil
                                    systems shall meet the turbine
                                    manufacturer's requirements.

                           -        Preparation of plumbing plans and details.

                           -        Preparation of facility general arrangement
                                    drawings showing equipment location, access
                                    for maintenance, repair and removal, and
                                    administration/maintenance area
                                    arrangements.

                           -        Preparation of mass and energy balance
                                    diagrams for the entire operating range of
                                    the equipment being supplied. The diagrams
                                    shall be updated as design progresses to use
                                    actual turbine data, etc.

                  1.2.6    Electrical Work

                           The Contractor shall be responsible for the full
                           development of the electrical engineering and design.
                           The electrical design, as a minimum, shall include
                           the following:

                           -        Preparation of detailed one-line diagrams,
                                    illustrating major power equipment and power
                                    circuitry. These drawings shall also
                                    indicate the ratings of the major electrical
                                    apparatus as well as indicate the
                                    instrumentation and protective relaying
                                    functions and cable size and numbers being
                                    provided.

                           -        Development of arrangement drawings locating
                                    the electrical apparatus. This design effort
                                    shall consider access for the installation
                                    of the equipment. These drawings shall be
                                    utilized in defining the configuration of
                                    the electrical equipment, determining
                                    material lengths and fittings, etc.

                           -        Preparation of conduit and cable schedules
                                    for the interconnecting power, control and
                                    instrumentation cables. These lists shall
                                    define terminating points, sizes and types
                                    of cables, lengths, routing, and, where
                                    applicable, color coding.

                           -        Preparation of installation drawings for the
                                    electrical equipment and associated
                                    interconnecting cables. Such drawings shall
                                    define conduit routing, cable tray routing,
                                    duct bank routing, grounding, manhole,

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 8 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                                    pullboxes and other details as necessary to
                                    guide the installation effort and determine
                                    the installation material requirements.

                           -        Preparation of specifications required for
                                    the installation of equipment and materials.

                           -        Preparation of drawings for lighting within
                                    the scope of this contract. These drawings
                                    shall indicate the approximate location and
                                    types of lighting fixtures. They shall
                                    consist of wiring diagrams, schedules,
                                    plans, sections and lists, providing for all
                                    the associated switches, conduit and wiring.

                           -        Preparation of electrical equipment, motor
                                    and electrical load lists.

                           -        Preparation of termination, elementary and
                                    interconnection drawings.

                           -        Preparation of three-line diagrams of
                                    3-phase electrical systems showing all
                                    relaying, metering and synchronizing
                                    connections down through 4.16 kV
                                    transformers.

                           -        Preparation of grounding drawings showing
                                    grounding method and connections to
                                    equipment and structures.

                           -        Preparation of cathodic protection drawings
                                    showing electrical connection diagrams and
                                    locations of equipment and materials.

                           -        Perform the required basic electrical
                                    studies such as short circuit, voltage drop,
                                    relay coordination, grounding, load flow and
                                    motor starting.

                           -        Preparation of lightning protection system
                                    design.

                           -        Design of plant security and communication
                                    system.

                           -        Design of the uninterruptible power supply
                                    (UPS) and DC systems.

                  1.2.7    Instrumentation and Control

                           The Contractor shall be responsible for the full
                           development of the instrumentation and control (I&C)
                           engineering and design. The I&C design shall include,
                           but not be limited to, the following:

                           -        Preparation of specifications for the
                                    procurement and installation of instruments,
                                    control systems, PCS, CEM system, control
                                    valves and control panels

                           -        Preparation of instrument list with
                                    instrument tag numbers, service,
                                    manufacturer, model number, location, set
                                    points, etc.

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 9 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           -        Preparation of logic diagrams and control
                                    loop diagrams per ISA Standards

                           -        Instrument installation details

                           -        Preparation of detailed block diagrams
                                    illustrating the major components of the
                                    plant control system (PCS). All CRT display
                                    screens shall be included.

                           -        Preparation of the control room arrangement
                                    drawing showing arrangement of PCS consoles,
                                    printers, and auxiliary control
                                    panels/consoles.

                           -        CRT graphic display sketches and I/O list
                                    for the PCS

                  1.2.8    Drawings

                           The Contractor shall prepare all drawings required
                           for procurement of equipment and materials, for
                           construction of the facility, and for obtaining the
                           required construction and building permits. The
                           drawings shall show complete details of all
                           components and types and location of all materials
                           and equipment.

                           The Contractor shall prepare, and maintain up to
                           date, a master drawing list of all drawings, both
                           design and vendor, for the project.

                           The Contractor shall review and approve all vendor
                           documents including outline drawings, diagrams, shop
                           drawings, inspection and test procedures, samples and
                           other vendor submissions for conformance with the
                           design concepts and quality levels of the plant and
                           for compliance and consistency with the Contractor's
                           engineering calculations, drawings, and
                           specifications.

                           The Contractor shall furnish to Owner three (3)
                           copies of each drawing, including vendor drawings, in
                           accordance with Exhibit L.

                           Upon completion of the work, Contractor shall update
                           all approved working drawings, so that they show the
                           final installation (as built) complete in all
                           respects, and shall provide Owner with one (1) set of
                           full size reproducibles on 3-mil Mylar base, bond
                           paper, or similar material, with matte finish on both
                           sides and on computer disk (CD) one (1) set of final
                           CADD drawings if available to the Contractor. Certain
                           vendor documents and catalog type cut sheets need not
                           be submitted on Mylar or as CADD files. All drawings,
                           drawing notes, design data, and calculations, etc.
                           shall be in English and use the units of weights and
                           measures commonly employed by engineers in the United
                           States.

                           Owner shall be allowed 8 business days for review of
                           drawings, equipment specifications, etc. without
                           compromising project schedule.

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 10 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           Approval or failure to approve and/or comment by
                           Owner on any of the Contractor drawings, drawing
                           notes, design data, and calculations, etc. will not
                           relieve and shall not waive any of Contractor rights,
                           obligations, duties, and responsibilities under the
                           terms of the contract or applicable law.

                  1.2.9    Specifications and Procurement

                           The Contractor shall prepare specifications for the
                           procurement of all equipment and materials required
                           for the project, except for the gas turbine
                           generators. The Owner will purchase the gas turbine
                           generators and assign the Owner's Purchase Agreement
                           to the Contractor.

                           The Contractor shall obtain equipment and materials
                           from suppliers acceptable to the Owner. Contractor
                           may submit non-pre-approved suppliers to the Owner
                           for review and approval. Where vendor engineering is
                           used, the Contractor is responsible for all aspects
                           of the vendor's design.

                           The Contractor shall furnish copies of the technical
                           portions of all Purchase Orders for equipment and
                           materials.

                           The Contractor shall monitor and expedite the
                           submittal of vendor documents and delivery of
                           equipment and material to maintain the Project
                           Schedule.

                           The Contractor shall conduct shop inspections and
                           witness shop tests on selected equipment including,
                           but not limited to, turbine generators, switchgear,
                           PCS, and unit substations. The Owner shall have the
                           right to inspect or witness the inspection of any
                           equipment, materials, test, etc. The witnessing or
                           inspection by the Owner does not in any way relieve
                           the Contractor of his obligations.

1.3       CONSTRUCTION, ERECTION AND COMMISSIONING

                  1.3.1    General RequirementsERROR! BOOKMARK NOT DEFINED.

                           The construction, erection and commissioning services
                           shall consist of necessary management, materials,
                           technical advisory services, supervision, labor and
                           construction aids to install and make ready for
                           turnover all the equipment and materials being
                           provided in this project.

                           The Contractor shall maintain a quality control
                           program which provides that the engineering,
                           manufacture, fabrication and construction are
                           controlled at all points required to provide a
                           facility meeting the requirements of the project.

                  1.3.2    General Field ServicesERROR! BOOKMARK NOT DEFINED.



<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 11 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------




                           -        The Contractor shall provide construction
                                    management for the overall plant site
                                    construction and scheduling.

                           -        The Contractor shall provide surveying as
                                    necessary to construct the project.

                           -        The Contractor shall be responsible for the
                                    overall plant site construction and
                                    scheduling, and shall coordinate
                                    construction activities with the switchyard
                                    and gas pipeline contractors.

                           -        The Contractor shall prepare and maintain,
                                    on a current basis, a detailed construction
                                    schedule using the critical path method
                                    (CPM) scheduling technique.

                           -        The Contractor shall be responsible for
                                    loading all equipment and materials included
                                    in its scope, onto suitable conveyances and
                                    transporting the equipment to the work site
                                    as well as unloading, sorting, inspecting,
                                    storing and cataloging of all received
                                    items. The Contractor shall receive
                                    equipment delivered to local rail sidings,
                                    such as the combustion turbine-generators
                                    and transport the equipment to the work
                                    site. The Owner will provide a ten (10) acre
                                    site near the plant site for the
                                    Contractor's use for temporary laydown and
                                    storage.

                           -        The Contractor shall store all materials and
                                    equipment normally requiring protection on
                                    arrival at the site under weatherproof
                                    coverings and will protect the materials
                                    from injury during construction until
                                    Commercial Operation.

                           -        The Contractor shall provide temporary
                                    office space, warehouse, sanitation,
                                    heating, telephone, site security, staff
                                    accommodations and housing and tool room
                                    facilities and supplies as required for the
                                    performance of the field services included
                                    in its scope of supply.

                           -        The Contractor shall provide the necessary
                                    temporary distribution system for utilities
                                    such as water, electric lighting, electric
                                    power, fire protection, and sanitary
                                    facilities.

                           -        The Contractor shall provide all necessary
                                    erection aids including cranes, scaffolding,
                                    tools, consumable supplies and expendable
                                    devices as required for the scope of work.

                           -        The Contractor shall conduct welder's
                                    qualification tests, as required, to meet
                                    the appropriate welding code standards
                                    stipulated herein.

                           -        The Contractor shall be responsible for the
                                    clean-up, removal, and disposal of trash,
                                    litter, garbage, and for the restoration of
                                    all above areas used during the course of
                                    this contract.

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 12 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------



                           -        The Contractor shall be responsible for
                                    compliance with all federal, state and local
                                    ordinances including noise and stormwater
                                    runoff regulations.

                           -        The Contractor shall obtain and pay for all
                                    building permits, fees, and inspections
                                    required by federal, state, and city or
                                    local authorities.

                  1.3.3    Equipment Related Erection Services

                           -        The Contractor shall unpack, uncrate, and
                                    place on foundations, all of the equipment
                                    furnished as part of the EPC Agreement.

                           -        The Contractor shall assemble and align, at
                                    the job site, all the equipment and
                                    materials included in this offering. Piping
                                    materials and insulation, electrical
                                    conduit, wires and cable shall be assembled
                                    and connected as described on the
                                    construction drawings.

                           -        The Contractor shall provide touch-up
                                    painting of equipment shipped already
                                    finished painted, where required, in
                                    accordance with its painting system and
                                    shall prime and finish painting all other
                                    plant equipment and materials.

                           -        The Contractor shall provide technical
                                    advisory personnel for the erection of the
                                    power plant, its appurtenances, and other
                                    equipment as required.

                  1.3.4    Procurement and Construction Services

                           1.3.4.1  Civil/Structural/Architectural

                                    -       The Contractor shall supply and
                                            erect all structural supports for
                                            platforms, ladders, stairs and
                                            railings for this equipment.

                                    -       The Contractor shall supply and
                                            install the foundation embedded
                                            materials such as anchor bolts,
                                            baseplates, anchoring devices and
                                            conduits.

                           1.3.4.2  Mechanical

                                    -       The Contractor shall supply and
                                            install all piping systems and
                                            equipment.

                                    -       The Contractor shall supply and
                                            install all HVAC systems and
                                            equipment.

                                    -       The Contractor shall supply and
                                            install all rotating equipment
                                            required for the plant.

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 13 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------



                                    -       The Contractor shall supply and
                                            install all process related
                                            equipment and materials.

                                    -       The Contractor shall supply and
                                            install all auxiliary and
                                            miscellaneous equipment and
                                            materials.

                           1.3.4.3  Electrical/Instrumentation and Control

                                    -       The Contractor shall supply and
                                            install all electrical equipment
                                            such as HV and LV transformers,
                                            switchgear, control panels,
                                            breakers, and all auxiliary
                                            equipment.

                                    -       The Contractor shall supply and
                                            install all PCS equipment such as
                                            computers, CRT terminals, printers,
                                            data highway, local PCS drops
                                            (remote I/O cabinets) and all
                                            auxiliary equipment.

                                    -       The Contractor shall supply and
                                            install all conduit, cable trays,
                                            wiring and cables.

                                    -       The Contractor shall supply and
                                            install all lighting switches,
                                            controls, and lighting fixtures and
                                            supports.

                                    -       The Contractor shall supply and
                                            install all electrical grounding
                                            within the plant. Grounding in the
                                            switchyard will be by others.

                                    -       The Contractor shall supply and
                                            install all electrical measuring,
                                            metering, controlling interlock and
                                            warning system within the plant.

                                    -       The Contractor shall supply and
                                            install all auxiliary equipment or
                                            accessories incidental to the safe
                                            and efficient operation of all major
                                            equipment supplied under the EPC
                                            Agreement.

                           1.3.4.4  Commissioning Services

                                    Upon completion of the erection of the
                                    equipment:

                                    -        The Contractor shall develop
                                             detailed startup procedures.

                                    -        The Contractor shall perform a
                                             checkout of the complete
                                             installation.

                                    -        The Contractor shall provide for
                                             start-up and testing of equipment
                                             and systems included in this
                                             project.

                                    -        The Contractor shall complete the
                                             as-built drawings.

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 14 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                                    -        The Contractor shall provide the
                                             project mechanical engineer and the
                                             project electrical/control engineer
                                             for a period of two weeks each to
                                             support the Owner's classroom
                                             training of the Owner's operating
                                             personnel in the operation of the
                                             plant. The engineer shall cover
                                             system overviews, design and
                                             control philosophy, system
                                             limitations, and performance
                                             optimization.

                                    -        The Contractor shall dispose of
                                             flushing, testing, and cleaning
                                             media in a manner acceptable to
                                             Owner and local authorities.

                           1.3.4.5  General

                                    The Contractor shall provide:

                                    -        On-site Construction Management
                                             Team

                                    -        Field Quality Control and Testing

                                             -        Concrete

                                             -        Soil compaction, moisture
                                                      control

                                             -        Weld inspection; visual,
                                                      penetrant, X-ray, sonic
                                                      testing, magnetic
                                                      penetrant, etc.

                                             -        Weld preheat and stress
                                                      relieving

                                             -        Visual inspection for HV
                                                      electrical connections
                                                      (including stress cones)
                                                      and LV connections for
                                                      frayed wires and loose
                                                      terminations

                                             -        Cleaning, and disposal
                                                      (chemical or otherwise)

                                             -        Electrical
                                                      Pre-Commissioning Testing

                                             -        Instrumentation
                                                      calibrating

                                    -        Field safety program

                                    -        Receipt and control of Owner
                                             furnished spare parts, and all
                                             equipment and materials furnished
                                             and installed under the EPC
                                             Agreement

                                    -        Checkout and start-up

                                    -        Scheduling (weekly look-ahead,
                                             monthly and total project CPM)

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 15 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                                    -        Monthly project meeting with Owner

                                    -        Normal painting and touch up of
                                             equipment, steel, pipe, tanks, etc.

                                    -        Constructibility reviews during
                                             design phase

                                    -        Establish Field Procedures

                                    -        Provide support for performance
                                             test(s)

1.4      PROJECT MANAGEMENT

                  The management of the project will be under the direction of
                  the Contractor's project manager who will be in charge of all
                  aspects of the project. He will be in direct contact with
                  Owner's designated representative and will report to the
                  Contractor's corporate management. His responsibility and
                  authority for the project will be limited only by terms of the
                  contract, by company policies, and by directives from
                  management. The principal functions of the project manager
                  throughout the course of the project can be summarized as
                  follows:

                  -        Organize the project work; select and assign
                           qualified staff; delegate responsibility and
                           authority to key staff; establish effective working
                           relationships within the project group, the vendors,
                           construction contractor(s), and with Owner's
                           designated project manager.

                  -        Plan the work so it can be effectively accomplished
                           by the project staff in accordance with a clearly
                           defined scope of work and overall schedule.

                  -        Supervise project activities and ensure close contact
                           is maintained with the Owner, that departments
                           providing support services have all necessary
                           relevant information and that effective project wide
                           communications are established.

                  -        Provide the overall project management to direct the
                           engineering, procurement and other services through
                           project completion and start-up of the facilities.

                  -        Publish a monthly progress report for Owner's review.

                  -        Coordinate project administrative activities.

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 16 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


2.0      TECHNICAL REQUIREMENTS AND SPECIFICATIONS

2.1      GENERAL

                  The Contractor shall furnish all engineering, procurement and
                  construction work, and all equipment, materials, tools and
                  other requirements necessary to provide a complete facility in
                  accordance with the requirements and scope of work as
                  described in the contract documents. The technical
                  requirements and specifications in this section describe the
                  design basis and minimum level of quality for equipment,
                  systems, materials and work.

                  The Contractor is encouraged to propose to the Owner any
                  deviations from these specifications which, in the opinion of
                  the Contractor, would improve the quality, appearance or
                  performance of the facility. The deviations from these
                  documents require written approval by the Owner.

                  All electrical equipment supplied shall bear the label of
                  Underwriters Laboratories, or equal, as approved by the Owner.
                  If such label is not available the equipment shall conform to
                  ANSI standards and be acceptable to the Owner.

                  It is the Contractor's responsibility that equipment and
                  materials furnished and the design and construction work be in
                  conformance with all applicable codes, regulations and
                  standards. If not otherwise specified in this document, the
                  following general codes and standards shall apply:

                  (a)      Welding shall conform with American Welding Society
                           (AWS) requirements.

                  (b)      Structural steel shall conform with American
                           Institute of Steel Construction (AISC) requirements.

                  (c)      Concrete shall conform with American Concrete
                           Institute (ACI) requirements.

                  (d)      Pressure vessels shall conform to ASME Pressure
                           Vessel Code.

                  (e)      Federal Occupation Safety and Health Act of 1970
                           (OSHA) including all amendments and supplements and
                           State of Georgia Occupational Safety and Health
                           requirements.

                  (f)      Domestic piping and plumbing shall conform with the
                           Standard Plumbing Code (SPC). (Note: local codes
                           which may supersede shall be used).

                  (g)      Power piping shall conform with the Power Piping
                           Code, ASME B31.1.

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 17 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                  (i)      Work which is within the scope of codes or standards
                           comprising the American National Standards Institute
                           (ANSI) shall conform to the minimum applicable
                           requirements of such codes or standards.

                  (j)      Instrumentation, controls and related work shall
                           conform to the Instrument Society of America (ISA)
                           standards.

                  (k)      Fire protection shall meet the recommendations of the
                           National Fire Protection Association (NFPA) and local
                           fire codes.

                  (l)      Electrical power distribution, grounding and related
                           work shall conform to the National Electric Code
                           (NEC) and the National Electric Safety Code (NESC) or
                           any local codes.
<TABLE>
<S><C>
                  CODES AND STANDARDS LIST
                           Americans with Disabilities Act (ADA)
                           American Boiler Manufacturers Association (ABMA)
                           American Concrete Institute (ACI)
                           American Electrical Association (AEA)
                           American Gear Manufacturers Association (AGMA)
                           American Institute of Steel Construction (AISC)
                           American National Standards Institute (ANSI)
                           ANSI A58.1 Building Code Requirements for Minimum
                             Design Loads in Buildings & Other Structures
                           American Society of Civil Engineers (ASCE)
                           American Petroleum Institute (API)
                           American Society of Heating, Air Conditioning,
                            Refrigeration Engineers (ASHRAE)
                           American Society of Mechanical Engineers (ASME)
                           American Society of Testing and Materials (ASTM)
                           ASTM Annual Book of Standards
                           American Water Works Association (AWWA)
                           American Welding Society (AWS)
                           American National Standards Institute (ANSI)
                           Crane Manufacturers Association of America (CMAA)
                           Electrical Construction Materials List (ECML)
                           Factory Mutual Engineering Corp. (FM)
                           Heat Exchange Institute (HEI)
                           Hydraulics Institute (HI)
                           Illuminating Engineering Society (IES)
                           Institute of Electrical and Electronics Engineers (IEEE)
                           Instrument Society of America (ISA)
                           National Electric Code (NEC)
                           National Electric Safety Code (NESC)
                           National Electric Manufacturers Association (NEMA)
                           National Fire Protection Association (NFPA)
                           National Plumbing Code (NPC)
</TABLE>
<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 18 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           Occupational Safety and Health Administration (OSHA)
                           Steel Structures Painting Council (SSPC)
                           Tubular Exchangers Manufacturers Association (TEMA)
                           Underwriters Laboratory (UL)
                           Southern  Building Code (SBCCI)
                           Standard Plumbing Code (SPC)
                           Standard Gas Code
                           Standard Mechanical Code

2.2      CIVIL

                  2.2.1    Site Clearing

                           The Contractor shall furnish all labor, materials,
                           tools, equipment and services for all site clearing,
                           tree protection and stripping of topsoil.

                           The Contractor shall clear from within the limits of
                           construction all shrubs, brush, downed timber, rotten
                           wood, heavy growth of grass and weeds, rubbish,
                           structures and debris. Stumps, roots, root mats, logs
                           and debris below the surface encountered within the
                           limits of construction shall be grubbed (removed) if
                           they are within areas to be paved or where fill is
                           less than 3 feet in depth. The Owner has arranged to
                           have a forest products company harvest the trees from
                           the plant site and leave a buffer zone of trees
                           around the plant.

                           The Contractor shall strip topsoil to whatever depths
                           encountered and in a manner to prevent intermingling
                           with underlying subsoils or objectionable materials.
                           Where trees are to remain stop topsoil stripping
                           sufficient distance from trees to prevent damage to
                           the main root system. The topsoil shall be stockpiled
                           on-site with the pile being constructed to freely
                           drain surface water. The stockpile shall be seeded,
                           covered, or have a silt fence installed around
                           perimeter.

                           The Contractor shall protect existing trees or other
                           vegetation to remain against damage. Do not smother
                           trees by stockpiling construction materials or
                           excavated materials within the dripline. Foot or
                           vehicular traffic or parking of vehicles within the
                           tree dripline shall be avoided. Temporary protection
                           shall be provided. All trees or vegetation damaged by
                           construction operations shall be repaired or
                           replaced.

                           All waste shall be removed from the site including
                           any rubble, discarded junk or other debris
                           encountered within the limits of construction.
                           Combustible materials shall not be burned or organic
                           matter buried on the site. On-site burning of cleared
                           vegetation is acceptable if done in compliance with
                           local codes and regulations.

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 19 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                  2.2.2    Earthwork

                           Furnish all labor, materials, tools, equipment, and
                           perform all work and services in connection with site
                           excavation and grading and excavation, filling and
                           compacting for structures:

                           2.2.2.1  Site Excavation and Grading

                                    The work shall include all operations such
                                    as excavation, borrow, construction of fills
                                    and embankments, rough grading and disposal
                                    of excess materials in connection with the
                                    preparation of the site for construction of
                                    the proposed facility.

                                    The Contractor may use suitable on site
                                    soils for back fill. Spoil material may be
                                    disposed of on site. The borrow and spoil
                                    areas shall be graded and seeded. The final
                                    contours of the disturbed areas shall
                                    conform to existing terrain and ensure
                                    proper drainage.

                                    Prior to starting fill operation, the ground
                                    surface shall be scarified to a minimum
                                    depth of 6 inches in all proposed
                                    embankments and fill areas. Where the ground
                                    surface is steeper than one vertical to four
                                    horizontal, the ground surface shall be
                                    plowed in a manner to bench and break up the
                                    surface so that fill material will bind to
                                    the existing surface.

                                    Maintain existing utility lines (either
                                    overhead or underground), sidewalks or
                                    pavement, indicated on drawings, or as
                                    specified. Repair any item, unknown or not,
                                    that is inadvertently damaged, to original
                                    condition. Protect and maintain benchmarks,
                                    monuments or other established reference
                                    points.

                                    Shape and drain embankments and excavation
                                    to protect rough grading during
                                    construction. Maintain ditches and drains to
                                    provide proper drainage at all times.
                                    Protect graded areas against the action of
                                    the elements and reestablish grade where
                                    settlement or washing occurs. All work shall
                                    be performed in accordance with an approved
                                    erosion and sedimentation control plan.

                                    The Contractor shall provide fill which is
                                    free from roots, organic matter, trash,
                                    frozen material, and stones having a maximum
                                    dimension greater than 2 inches. Do not
                                    place material in layers greater than 8
                                    inches loose thickness unless the Contractor
                                    demonstrates to the Owner that placement of
                                    thicker layers will result in achieving the
                                    specified compaction. All layers shall be
                                    placed horizontally and compacted prior to
                                    placing additional fill. The fill shall be
                                    compacted by sheepsfoot, pneumatic roller,
                                    vibrators or other equipment as required to
                                    obtain the specified density. Control the
                                    moisture for each layer necessary to meet
                                    requirements of compaction.

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 20 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           2.2.2.2  Excavation, Filling and Compaction for
                                    Structures

                                    In general, work includes, but is not
                                    necessarily limited to, excavation for
                                    structures and retaining walls, removal of
                                    underground obstructions and undesirable
                                    soils, fill, backfill, and subgrade
                                    compaction.

                                    Excavations shall be made to dimensions and
                                    elevations as shown on Contractor design
                                    plans and shall allow space as required for
                                    construction operations and inspection of
                                    foundations. The bottoms of excavations to
                                    receive foundations, floor slabs, equipment
                                    support pads or compacted fill shall be
                                    leveled off. Remove loose materials and
                                    bring excavations into satisfactory
                                    condition to receive concrete or fill
                                    materials.

                                    Fill material, foundations, retaining wall
                                    footings, floor slabs-on-grade, and
                                    equipment support pads shall be placed as
                                    soon as weather conditions permit after
                                    excavation is completed and after forms and
                                    reinforcing are placed. Before concrete or
                                    fill material is placed, protect subgrades
                                    from becoming loose, wet, frozen or soft due
                                    to weather conditions, construction
                                    operations or other reasons. Where
                                    compacted, fill material must be placed to
                                    bring subgrade elevations up to the
                                    underside of construction. The existing
                                    subgrade shall be scarified to a depth of 6
                                    inches and compacted to the required
                                    density.

                                    Where groundwater is or is expected to be
                                    encountered during excavation, install a
                                    dewatering system to prevent softening and
                                    disturbance of subgrade below foundations
                                    and fill material, to allow foundations and
                                    fill material to be placed in the dry, and
                                    to maintain a stable excavation side slope.
                                    Groundwater shall be maintained below the
                                    bottom of any excavation. Review soils
                                    investigation before beginning excavation
                                    and determine where groundwater is likely to
                                    be encountered during excavation. Keep
                                    dewatering system in operation until dead
                                    load of structure exceeds possible buoyant
                                    uplift force on structure. Dispose of
                                    groundwater to an area which will not
                                    interfere with construction operations or
                                    damage existing construction. Install
                                    groundwater monitoring wells as necessary.
                                    Shut off dewatering system at such a rate to
                                    prevent a quick upsurge of water that might
                                    weaken the subgrade.

                                    If subgrade under foundations, fill
                                    material, floor slabs-on-grade, or equipment
                                    support pads is in a frozen, loose, wet, or
                                    soft condition before construction is placed
                                    thereon, remove frozen, loose, wet, or soft
                                    material and replace with approved compacted
                                    material. Provide compaction density of
                                    replacement material required. Loose, wet,
                                    or soft materials may be stabilized by a
                                    compacted working mat of well graded crushed
                                    stone. Compact the stone mat thoroughly into
                                    subgrade to avoid future

<PAGE>

--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 21 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------



                                    migration of fines into the stone voids.
                                    Remove and replace frozen materials.  Do
                                    not place floor slabs-on-grade including
                                    equipment support pads until piping has been
                                    tested and reinforcement placement. Building
                                    floor slabs-on-grade including equipment
                                    support pads shall be installed in
                                    accordance with ACI.

                                    Shore, sheet pile, slope, or brace
                                    excavations as required to prevent
                                    collapsing. Remove shoring as backfilling
                                    progresses but only when banks are stable
                                    and safe from caving and collapse.

                                    Control grading around structures so that
                                    the ground is pitched to prevent water from
                                    running into excavated areas or damaging
                                    structures. Maintain excavations where
                                    foundations, floor slabs, equipment support
                                    pads or fill material are to be placed free
                                    of water. Provide pumping as required to
                                    keep excavated spaces clear of water during
                                    construction. Provide free discharge of
                                    water by trenches, pumps, wells, well
                                    points, or other means as necessary and
                                    drain to point of disposal that will not
                                    damage existing or new construction or
                                    interfere with construction operations.

                                    Do not place foundations, slabs-on-grade,
                                    equipment support pads, or fill material on
                                    frozen ground. When freezing temperatures
                                    may be expected, do not excavate to full
                                    depth indicated unless foundations, floor
                                    slabs, equipment support pads, or fill
                                    material can be placed immediately after
                                    excavation has been completed and approved.
                                    Protect excavation from frost if placing of
                                    concrete or fill is delayed.

                                    A minimum of 6 inches of granular fill shall
                                    be placed under building floor
                                    slabs-on-grade. Also, a continuous vapor
                                    barrier shall be installed as required under
                                    building floor slabs-on grade.

                                    Fill and backfill material shall be placed
                                    in lifts as necessary to obtain the required
                                    compaction density. Fill and backfill shall
                                    not be placed when the subgrade is frozen,
                                    wet, loose or soft. Compact material to
                                    obtain the required compaction densities by
                                    means of equipment of sufficient size and
                                    type. Use hand-operated equipment for
                                    filling and backfilling next to walls.
                                    Vibratory equipment shall be used to compact
                                    granular fill. Water shall not be used as a
                                    means of compaction or consolidation.

                           2.2.2.3  Quality Assurance

                                    The Contractor shall hire an independent
                                    soils laboratory, acceptable to the Owner,
                                    to conduct in-place moisture-density tests
                                    for the work.

                                    Compaction densities shall comply with the
                                    following requirements:


<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 22 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

<TABLE>
                                   <S>                                <C>
                                    a. Site Work
                                            Under Paved Areas,
                                            Sidewalks and Piping:
                                            - Cohesive Soils           95%, ASTM D1557 or D698
                                            - Cohesionless Soils       75%, ASTM D4253 & D4254

                                            Unpaved Areas:
                                            - Cohesive Soils           85%, ASTM D1557 OR D698-
                                            - Cohesionless Soils       60%, ASTM D4253 & D4254

                                    b. Structures
                                            Inside Structures          95%, ASTM D1557 or D698

                                            Outside Structures         90%, ASTM D1557 or D698
                                              next to walls, piers,
                                              etc.

                                    c. Special Areas
                                            Outside Structures         95%, ASTM D1557 or D698
                                              under foundations

                                            Under Void Forms           85%, ASTM D1557 or D698

                                            Granular Fill Under        75% relative,
                                              slabs                      per ASTM D4253 & D4254
</TABLE>
                  2.2.3    Trenching, Backfilling and Compacting for Utilities

                           The Contractor shall furnish all labor, materials,
                           tools, equipment and services for the excavation,
                           trenching, backfilling and compacting for all
                           underground utilities.

                           Trenches shall be excavated by open cut method to the
                           depth required to accommodate the work. The
                           Contractor shall verify the location of all utilities
                           prior to excavation and shall comply with local rules
                           and regulations governing the respective utilities.

                           Open trenching outside of building, units or
                           structures generally shall be limited to 600 linear
                           feet or the distance between manholes, whichever is
                           less at any one time. Open trenching within buildings
                           shall be limited to no more than 100 linear feet at
                           any time.

                           Trenches shall be kept free of water.

                           Where allowed by the design and/or construction
                           sequence, the trenches shall not be backfilled more
                           than 6 inches above the utility until tests to be
                           performed on the system show that the system is in
                           compliance with the specified requirements. All
                           piping will be tested. The Contractor may test the
                           pipe at the

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 23 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           Contractor's risk after backfill if required by the
                           design and/or construction sequence.

                           Backfill shall be placed in lifts not exceeding 8
                           inches in loose depth unless the Contractor
                           demonstrates to the Owner that placement of thicker
                           lifts will result in achieving the specified
                           compaction. The backfill shall be placed so pipe is
                           fully bedded without bridging or voids and compacted
                           to the required densities. Water flushing for
                           consolidation is not permitted.

                           Backfill shall be free of rock cobbles, roots, sod or
                           other organic matter and frozen material. The
                           moisture content at the time of placement shall be
                           within +3% of the optimum content in accordance with
                           ASTM D1557 or D698. Well-graded pea gravel or crushed
                           rock can be used for subgrade stabilization.

                           Compact all trench backfill in areas under paved
                           roads, parking areas, sidewalks and other structures
                           to at least 95% of maximum dry density per ASTM 1557
                           or D698. In locations where trenches will not be
                           under paved areas, the backfill shall be compacted to
                           a minimum of 85% of the maximum dry density per ASTM
                           1557 or D698.

                           The Contractor shall hire an independent soils
                           laboratory, acceptable to the Owner, to conduct
                           in-place, moisture-density tests for the work.

                  2.2.4    Top Soiling, Finish Grading and Seeding

                           The Contractor shall furnish all labor, materials,
                           tools, equipment and perform all work and services
                           for top soiling, finish grading and seeding.

                           Prior to top soiling and finish grading, all rough
                           graded areas shall be corrected, adjusted and/or
                           repaired. All mounds and ridges shall be cut off,
                           gullies and depressions filled and other necessary
                           repairs made.

                           The finished surface shall be free of stones,
                           sticks or other material 1 inch or more in any
                           dimension and shall be smooth and true to
                           required grades. The topsoil stockpile area shall
                           be restored to the condition of the rest of the
                           work. Finish grade tolerances shall be plus or
                           minus 0.1 foot from the required finish elevation.

                           After finish grading is completed the Contractor
                           shall seed all areas that were disturbed during
                           construction and which will not be paved or covered
                           with crushed rock. In general the work shall include
                           soil preparation, fertilizing, seeding, laying sod
                           and mulching. The seeding shall be in accordance with
                           local requirements and recommendations, including
                           watering to establish the growth.

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 24 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------



                  2.2.5    Soil Erosion and Sedimentation Control

                           The Contractor shall provide a soil erosion and
                           sedimentation control plan design that complies with
                           local requirements. The approved system shall be
                           furnished, installed and maintained by the Contractor
                           through Commercial Operation of Phase II.

                           In addition to local requirements the system shall
                           comply with the "Standards and Specifications for
                           Soil Erosion and Sedimentation Control in Developing
                           Areas" by the U.S. Department of Agriculture, Soil
                           Conservation Service.

                           In accordance with the allowance of Section 1.2.1,
                           the Contractor shall complete the required
                           notification forms and assist the Owner in obtaining
                           the required stormwater NPDES permit for construction
                           of the facility from the Federal, state and local
                           agencies.

                  2.2.6    Chain Link Fence and Gates

                           The Contractor shall furnish and install all chain
                           link fence and gates required for the plant and
                           construction areas.

                           All fences, except for the switchyard and fencing
                           around the main step-up transformers, shall be 6 foot
                           high chain link with a 1 foot extension with 3
                           strands of barbed wire. Eight-foot fences with 3
                           strands of barbed wire shall enclose the switchyard
                           and main step-up transformers. Fence shall enclose
                           the plant so that access is prohibited without
                           passing through gates.

                           The fence surrounding the switchyard shall have at
                           least three 20-foot gates. The fence surrounding the
                           plant proper shall have one 35-foot main gate and one
                           20-foot secondary gate. The main gate shall be motor
                           operated by a card reader and shall have provisions
                           to be operated remotely from the control room. One
                           personnel gate and one 15- foot gate shall be
                           provided on each of the main step-up transformer
                           fenced areas.

                           Road sensors shall be provided such that as an
                           exiting vehicle approaches the main gate from inside
                           the plant, the gate shall automatically open.

                           The fencing and gates shall comply with the Chain
                           Link Manufacturers' Institute for "Galvanized Steel
                           Chain Link Fence Fabric and Accessories" and
                           applicable ASTM standards. All fencing fabric, posts,
                           braces, rails, gates, barbed wire and fittings shall
                           be hot dipped galvanized steel.

                           All posts shall be set in concrete footings. The
                           fencing shall be grounded per the electrical
                           requirements of this Exhibit.

                  2.2.7    Paving

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 25 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------



                           This specification sets forth the requirements for
                           all paving, both asphaltic and concrete, and curbs
                           and sidewalks for the project. The Contractor shall
                           furnish all labor, materials, tools, equipment, and
                           perform all work and services required in connection
                           with paving. All paved or curbed equipment areas
                           where oil or other chemicals could spill shall be
                           sloped and drained to the oily water separator and
                           kept separate from the storm drainage system.

                           Roadway pavement and subgrades designs shall be
                           reviewed and designed for appropriate load
                           requirements. Typically, the roadway pavement and
                           subgrading shall be designed for HS-20 loading.
                           Heavier loadings for cranes, stator transporter
                           trailers, etc. shall be considered where appropriate.

                           Unless otherwise specified paving shall comply with
                           Georgia State Department of Highways, American
                           Association of State Highway and Transportation
                           Officials (AASHTO) and American Society for Testing
                           Materials (ASTM) standards.

                           2.2.7.1  Asphaltic Paving

                                    The work shall include, but not be limited
                                    to, grading, stabilizing subgrade, placing
                                    sub-base course, applying prime and tack
                                    coats, and placing wearing surface courses
                                    and painting traffic and parking lines.

                                    The Contractor shall not place asphaltic
                                    concrete when the ambient temperature is
                                    below 40 DEG. F. Also, materials shall
                                    not be placed when the underlying
                                    surface is muddy, frozen or is wet.

                                    The Contractor shall protect adjacent
                                    surfaces from damage by equipment and
                                    deposits of asphalt material.

                                    The Contractor shall hire an independent
                                    testing laboratory, acceptable to the Owner,
                                    to inspect construction and to perform
                                    density and thickness testing and core
                                    sampling.

                                    The areas to be paved are as follows:

                                    -        Total CT Power Block area - 6"
                                             base, 2" asphalt
                                    -        On-site main access road, and other
                                             access roads, driveways and parking
                                             - 8" base, 4" asphalt

                           2.2.7.2  Concrete Paving, Curbs and Sidewalks

                                    The work shall include, but not be limited
                                    to, grading and preparation of subgrade,
                                    placing and finishing concrete and painting
                                    traffic and parking lines.

                                    The materials for paving, curbs and
                                    sidewalks shall be in accordance with
                                    Section 2.3.2 of this document.

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 26 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------



                                    Forms for paving and curbs shall be of rigid
                                    wood or steel forms except for curves and
                                    returns. Flexible or wood forms shall be
                                    used for curves and returns. For sidewalks,
                                    forms may be wood. The depth of the forms
                                    shall be equal to the thickness of the
                                    concrete.

                                    All concrete surfaces shall be screed,
                                    floated and broom finished. Curing and
                                    sealing compounds shall be applied as
                                    required. Expansion and construction joints
                                    shall be provided as required by layout and
                                    Contractor's design.

                                    The Contractor shall hire an independent
                                    testing laboratory, acceptable to the Owner,
                                    to inspect construction and to perform slump
                                    and strength testing.

                  2.2.8    Aggregate Surfacing

                           This section covers the furnishing and installation
                           of materials for aggregate surfaced areas including,
                           but not limited to, 3 foot shoulders along all roads.
                           The Contract shall furnish all labor, materials,
                           equipment and perform all work and services required
                           in connection with aggregate surfacing.

                           The materials, application of aggregate surfacing,
                           sampling and testing shall comply with Georgia State
                           Department of Highway Specifications.

                           The subgrade shall be prepared and shaped to the
                           required grade and cross-section prior to surfacing.
                           Subgrade preparation shall be in accordance with
                           Section 2.2.2 of this document. Aggregate material
                           shall not be placed on soft, muddy or frozen
                           subgrade.

                           The areas to receive aggregate surfacing shall
                           receive a minimum of 6 inches of graded crushed rock
                           free from lumps or balls of clay and other
                           objectionable material. The aggregate shall meet the
                           following specifications:
<TABLE>
<CAPTION>
                                               Sieve                          Percent
                                            Screen Size                Retained On Screen
                                            -----------                ------------------
                                            <S>                        <C>
                                              1-1/2 in                            0
                                              1-1/4 in                           10
                                                1 in                             40
                                               3/4 in                            75
                                               3/8 in                           100
</TABLE>
                  2.2.9    Storm Drainage System

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 27 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           The work covered by this specification consists of
                           furnishing all labor, material, equipment, tools and
                           performing all work in connection with the design,
                           installation and construction of the storm drainage
                           system.

                           The Contractor shall design the final storm drainage
                           system. The system shall comply with the applicable
                           local and state regulations, including testing if
                           required.

                           The fuel oil containment area shall have provisions
                           to allow stormwater from within the containment area
                           to the storm drainage system. The fuel oil
                           containment drain pipe shall be provided with a drain
                           valve which is normally locked shut.

                           Site grading, earthwork, etc. shall be in accordance
                           with the requirements of Section 2.2.2 of this
                           document. The liner for biofiltration swales, if
                           required by local regulations, shall be in accordance
                           with Section 2.2.10. Piping, manholes, and catch
                           basins shall meet the requirements of the following
                           ASTM standards:

                           -        Reinforced Concrete Pipe - ASTM C76

                           -        Polyvinyl Chloride Pipe (PVC) - ASTM D3034
                                    and D2729

                           -        Manholes and Catch Basins - Circular precast
                                    concrete, ASTM C478

                           -        Corrugated High Density Polyethylene
                                    Pipe-AASHTO M294

                           All piping shall be laid true to lines and grades
                           based on the Contractor's design. Pipe grades between
                           manholes and structures shall be uniform to eliminate
                           low spots and provide unrestricted flow. Piping shall
                           not be laid in water or when trench conditions or
                           weather are unsuitable for such work.

                           The construction of forms, mixing, placing, finishing
                           and curing of concrete for drainage structures shall
                           be in accordance with Section 2.3.3.

                           The Contractor shall conduct
                           infiltration-exfiltration testing on each section of
                           the drainage system. The total
                           infiltration-exfiltration shall not exceed 4 gallons
                           per inch diameter per 100 feet.

                  2.2.10   Liners

                           This section covers the furnishing, installation and
                           testing of geotextile and high-density polyethylene
                           (HDPE) liners for fuel oil storage tank area,
                           wastewater retention ponds, berms, biofiltration
                           swales if required by local regulations, and
                           infiltration trenches if required by local
                           regulations. The Contractor shall furnish all labor,
                           material, equipment, tools and perform all work in
                           connection with the design, installation and
                           construction of the liners. Liners shall be weighted
                           down at the toe of the slope with sand or weight
                           sealed into cavities or pockets.




<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 28 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

                                                                 Page 28 of 132

                           The liners shall be manufactured and installed by
                           firms and subcontractors which have a minimum of 5
                           years of experience in the satisfactory production
                           and installation of liners similar to the types
                           specified.

                           The Contractor shall provide a 20-year warranty
                           against manufacturing defects and material
                           degradation and a 5-year warranty against
                           installation defects.

                           The liners shall be installed in accordance with
                           manufacturers' recommendations. Subgrades shall be
                           properly prepared and compacted and shall have all
                           sharp rocks, objects, vegetation and stubble removed.
                           The subgrade shall be sterilized prior to application
                           of the liners.

                           Geotextiles for the liner subgrade, liner protection
                           or filter fabric as required by the liner
                           manufacture's recommendations shall be a non-woven
                           fabric inert to common chemicals and hydrocarbons and
                           resistant to ultraviolet radiation, mildew, rot and
                           insects.

                           HDPE liners shall be extruded in uniform sheets free
                           of holes, tears, or other manufacturing defects. HDPE
                           liners shall have a minimum thickness of 40 mils.

                           Geotextiles and HDPE liners shall conform to
                           applicable ASTM standards.

                  2.2.11   Sanitary Waste System

                           All sanitary sewage shall be collected and disposed
                           on-site via mounded septic system in accordance with
                           local requirements.

2.3      STRUCTURAL

                  2.3.1    Design BasisERROR! BOOKMARK NOT DEFINED.

                           The intent of this section is to provide the basic
                           structural parameters and guidelines for this
                           Project. Design loads for all structures shall be in
                           accordance with the Southern Building Code (SBCCI) or
                           ANSI A58.1, "Building Code Requirements for Minimum
                           Design Loads in Buildings and Other Structures" or
                           the following requirements, whichever is the more
                           stringent:

                           2.3.1.1  Dead Loads

                                    The structures shall be designed to support
                                    dead loads such as weight of structure,
                                    roofing, piping systems, electrical systems,
                                    flooring, ceilings, partition loads,
                                    mechanical/electrical equipment, and other
                                    built-in or attached installations.
<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 29 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           2.3.1.2  Live Loads

                                    Live loads shall consist of uniform live
                                    loads and equipment live loads. These
                                    uniform live loads shall not be applied to
                                    floor areas which will be permanently
                                    covered with equipment.

                                    Equipment live loads are calculated loads
                                    based upon the actual weight and size of the
                                    equipment and parts. Equipment live loads
                                    shall also include loading to be placed on
                                    floors during dismantling, or temporarily
                                    placed on or moved over floors during
                                    installation.

                                    Floors and supporting members which are
                                    subject to heavy equipment live loads shall
                                    be designed on the basis of the weight of
                                    the equipment in addition to a uniform load
                                    of 50 psf, or specifically defined live
                                    loads, whichever is greater. Each member in
                                    the floor which may carry these loads shall
                                    be designed for the heaviest piece or pieces
                                    of equipment arranged in the most critical
                                    position.

                                    -        FLOOR LIVE LOADS. Ground floor
                                             slabs shall be designed for a
                                             minimum of 250 psf in equipment
                                             laydown areas and all areas where
                                             2-ton forklift operation is
                                             determined during the design.
                                             Consideration shall be given to
                                             designing appropriate areas of the
                                             ground floor for support of heavy
                                             equipment such as construction and
                                             maintenance cranes. Slabs for
                                             control and switchgear areas shall
                                             be designed for a minimum of 150
                                             psf, or the actual weight plus 50
                                             psf for surrounding open areas.

                                             Ground floor slabs for shops and
                                             auxiliary buildings shall be
                                             designed for 150 psf. Storage areas
                                             shall be designed for the actual
                                             weight of the stored material, but
                                             no less than 150 psf in light
                                             storage areas and 250 psf in heavy
                                             storage areas (maintenance shop).

                                             Suspended grating floors shall be
                                             designed for a loading of 100 psf
                                             to supporting members. The grating
                                             itself shall be designed for 150
                                             psf (dead plus live loads) to
                                             minimize deflection.

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 30 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

                                    -        SUSPENDED FLOORS. Suspended floors
                                             shall be designed for the following
                                             load conditions:

<TABLE>
<CAPTION>
                                                                                   Minimum
                                                                                Uniform Load
                                                                                ------------
                                                                                     psf
                                            <S>                                 <C>
                                            Maintenance Platforms                    150
                                            Stairways, Landings/Corridors            100
                                            Access Grating Platform                  100
</TABLE>

                                    -       ROOF LOADS. All roof areas shall be
                                            designed for wind loads as indicated
                                            in Wind Loads. Ponding loading
                                            effect due to roof deck and framing
                                            deflections shall be determined in
                                            accordance with AISC. All roof areas
                                            shall be designed for a minimum of
                                            30 psf live load in addition to dead
                                            loads.

                                    -       IMPACT LOADS. Impact loads shall be
                                            added to other loads for components
                                            supporting reciprocating or rotating
                                            machines, elevators, hoists, cranes,
                                            or other equipment creating dynamic
                                            forces. The following impact loads
                                            shall be used, unless manufacturers
                                            recommend higher values or analysis
                                            indicates higher or lower values.

                                            -        Hoists and cranes

                                                     Vertical--25 percent of the
                                                     maximum static wheel load.

                                                     Horizontal-lateral--20
                                                     percent of the sum of the
                                                     lifted load plus the
                                                     weights of the hoisting
                                                     component.

                                                     Horizontal-longitudinal--10
                                                     percent of the total moving
                                                     load.

                                            -        Railroads and roadways--25
                                                     percent of the wheel or
                                                     crawler loads.

                                            -        Rotating and reciprocating
                                                     equipment--50 percent of
                                                     the machine weight.

                                            -        Hangers supporting floors
                                                     and platforms--33 percent
                                                     of the sum of the dead load
                                                     and reduced live load.

                                    -       PIPE HANGER LOADS. Pipe hanger loads
                                            for the major piping systems, shall
                                            be specifically determined and
                                            located. Piping expansion and
                                            dynamic loads shall be considered on
                                            an individual basis for their effect
                                            on the structural systems. Loads

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 31 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

                                            imposed on perimeter beams around
                                            pipe chase areas shall also be
                                            considered on an individual basis.

                                            Pipe loads for other areas shall be
                                            treated as uniform loads per unit
                                            floor area, and shall be carried to
                                            the columns and foundations as dead
                                            loads. Pipe loads shall not be
                                            considered as reliable dead load for
                                            uplift. In addition to the uniform
                                            dead load, a concentrated "phantom"
                                            load shall be placed at the center
                                            of all primary beams for the purpose
                                            of sizing the member. This load
                                            shall not be carried over to the
                                            sizing of other members. Both the
                                            uniform loads and phantom loads
                                            shall vary in accordance with piping
                                            layout and design.

                                    -       EQUIPMENT LOADS. Equipment loads
                                            shall be specifically determined and
                                            located. For major equipment,
                                            structural members and bases shall
                                            be specifically located and designed
                                            to carry the equipment load into the
                                            structural system. For equipment
                                            weighing less than the minimum live
                                            load, the structural system shall be
                                            designed for the minimum live load.

                                    -       WIND LOADS.  Wind loads for all
                                            structures, except the steel stacks,
                                            shall be based on SBCCI.  A step
                                            function of pressure with height
                                            under Exposure C conditions shall be
                                            used.

                                    -       SEISMIC LOADS. The seismic risk zone
                                            for this site is Zone 2A as
                                            determined from UBC. Seismic loading
                                            shall be used in the design of
                                            structures only when they are
                                            greater than the computed wind
                                            loads.

                           2.3.1.3  Vertical Clearances

                                    The following minimum vertical clearances
                                    shall be used in the design of the facility:

<TABLE>
                                    <S>                                                          <C>
                                    -       Walkways and platforms                                7 ft

                                    -       Work areas and aisles for forklifts                  10 ft

                                    -       Work areas and access routes at grade                10 ft

                                    -       Pipe rack road crossing                              18 ft
</TABLE>

                  2.3.2    Foundations

                           The Contractor shall furnish labor, materials, tools,
                           equipment, and services for all foundations. Detailed
                           design criteria and types of foundation support
                           methods

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 32 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

                           shall be determined by the Contractor based on the
                           final geotechnical investigation provided by the
                           Contractor.

                           Except for storage tanks, allowable settlements,
                           elastic plus consolidation, shall be limited as
                           follows:

                           -        Total settlement--1/2 inch.

                           -        Differential settlement--0.1 percent slope
                                    between adjacent concentrated load points or
                                    loaded areas.

                           The turbine foundation support mats shall be designed
                           to meet the total and differential settlement
                           established by the turbine manufacturers if more
                           stringent than the allowable settlements listed
                           above.

                           The ground floor slabs shall be subdivided into pours
                           by designating construction joints on the drawings.
                           Major drain system headers shall be encased in the
                           floor slabs or buried beneath the floor slabs.
                           Pressurized process piping shall not be encased in
                           the floor slab. Cast iron soil pipe, polyvinyl
                           chloride pipe, or high density polyethylene pipe
                           shall be used on drain lines inside the power block
                           area except where fiberglass reinforced pipe is
                           required for chemical drainage. Equipment drains,
                           conduit, and miscellaneous piping shall be generally
                           embedded or buried. The foundations for the
                           transformers shall be designed as individual
                           foundation structures separate from the turbine mats.
                           The turbine area mats shall be reviewed for support
                           of cranes for erection of the equipment. No areas of
                           standing water will be allowed.

                           Miscellaneous structures include the transformer
                           area, pipe racks, plant wastewater/oil separator and
                           sump, tanks, secondary unit substations, and other
                           facilities for which a foundation shall be provided.

                           Geotechnical data shall be analyzed to predict the
                           bearing and settlement characteristics of the soils.
                           Criteria shall be established to permit design of the
                           most economical foundation that is compatible with
                           life expectancy and service of the building or
                           structure. Spread footings, slabs on grade, and
                           foundation components used on other buildings in the
                           project shall be utilized.

                           All equipment shall be supplied with an equipment
                           base suitable for its operation. Where the equipment
                           could induce vibration problems, the base shall have
                           adequate mass to dampen vibration motions. Special
                           consideration shall be given to vibration and
                           stiffness criteria where specified by the equipment
                           manufacturer.

                           Equipment that does not require a special base shall
                           be placed on a nominal 6-inch high equipment pad to
                           keep the equipment off the floor surface. Bases shall
                           have minimum temperature and shrinkage reinforcing
                           unless it is determined that additional reinforcement
                           is required for the equipment loads. The bases shall
                           be

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 33 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

                           designed to develop the yield strength of the
                           equipment anchor bolts embedded therein as a minimum.

                  2.3.3    Concrete

                           This section covers the requirements for concrete
                           materials and mixing, placing, jointing and curing
                           concrete. The materials for concrete shall be as
                           follows:

                           -        Cement used in all concrete mixes shall be
                                    portland cement meeting the requirements of
                                    ASTM C150, Type I or II. At the Contractor's
                                    option , high-early strength cement, ASTM
                                    C150 Type III, may be used to achieve 28-day
                                    strength in 7 days.

                           -        All aggregates shall meet the requirements
                                    of ASTM C33.

                           -        Plasticizers and retarders may be used to
                                    control setting times and to obtain optimum
                                    workability. Air entrainment of 4-6% by
                                    volume shall be used in all mixes. The use
                                    of calcium chloride is not permitted.
                                    Admixtures shall conform to ASTM C260 and
                                    ASTM C494.

                           -        Clean water of potable quality shall be used
                                    in all mixes.

                           -        Expansion joint filler shall be premolded
                                    conforming to ASTM D1751.

                           -        Water stops shall be polyvinyl chloride
                                    (PVC) conforming to U.S. Corps of Engineers
                                    Specification CRD-C572, or water swelling
                                    rubber or bentonite seals.

                           -        Curing materials shall conform to ACI-301.
                                    Waterproof sheet material shall meet ASTM
                                    C171 requirements and curing compounds shall
                                    conform to ASTM C307.

                           -        Non-shrink grout shall be used where
                                    specifically required by design, i.e., where
                                    close tolerances are required to be
                                    maintained, such as required for the proper
                                    installation of rotating equipment.
                                    Structural steel column base plates need not
                                    be set with non-shrink grout. Grout shall be
                                    non-metallic, non-corrosive, non-staining
                                    and have a 28-day strength of 5000 psi
                                    minimum.

                           The Contractor shall furnish all materials, labor,
                           supervision, services, tools and equipment required
                           for all design fabrication and construction for
                           concrete work required for all foundations, equipment
                           pedestals and bases, concrete pavement, sidewalks,
                           curbs, floor slabs and other plant structures.

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 34 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           Reinforced concrete structures shall be designed in
                           accordance with ACI 318, Building Code Requirements
                           for Reinforced Concrete and the Southern Building
                           Code (SBCCI).

                           The system of concrete and steel strength (at 28
                           days) combination shall be as follows:

                           -        Most Applications         4,000 psi

                           -        Duct Banks                2,000 psi

                           The concrete shall be mixed, transported, and placed
                           in accordance with ACI standards 304, 305R, 306R, 309
                           and 318 and ASTM Standard C94.

                           Construction, expansion and control joints shall be
                           located and constructed based on the Contractor's
                           approved design drawings.

                           The Contractor shall hire an independent testing
                           laboratory, acceptable to the Owner, to perform the
                           following tests:

                           -        Two sets of compression test cylinders,
                                    three cylinders per set, will be made from
                                    each proposed concrete mix. One set of three
                                    cylinders will be tested at an age of 7
                                    days, and the other set will be tested at an
                                    age of 28 days. Tests will be in conformity
                                    with ASTM C39.

                           -        A slump test shall be made from each of the
                                    first three batches mixed each day. An
                                    additional test shall be made for each 50
                                    cubic yards placed in any one day. Slump
                                    tests shall be in accordance with ASTM C143.

                           -        An air content test shall be made from one
                                    of the first three batches mixed each day
                                    and from each batch of concrete from which
                                    compression test cylinders are made. Air
                                    content tests shall be in accordance with
                                    ASTM C231.

                           -        Two sets of three concrete compression test
                                    cylinders shall be made each day from each
                                    class of concrete being placed. Two
                                    additional sets of cylinders shall be made
                                    when from 25 to 100 cubic yards of each
                                    class of concrete are placed. For each
                                    additional 100 cubic yards of each class, or
                                    major fraction thereof, placed in any one
                                    day, two additional sets of cylinders shall
                                    be made. One cylinder of each set shall be
                                    tested at an age of 7 days, and the cylinder
                                    of each set shall be tested at an age of 28
                                    days. The third cylinder shall be kept as a
                                    backup. Compression tests shall be in
                                    accordance with ASTM C39.

                           2.3.3.1  Form Work

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 35 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                                    Forms shall be used wherever required to
                                    confine concrete and shape it to the
                                    required dimensions. Forms shall be of
                                    sufficient strength to withstand the
                                    pressure resulting from the placement and
                                    vibration of concrete and of sufficient
                                    rigidity to maintain required dimensions.

                                    Forms shall be constructed of either plywood
                                    or metal. The forms shall be tight to
                                    prevent leakage, straight, and without
                                    dents.

                                    Before placing either reinforcing steel or
                                    concrete, clean all form surfaces of mortar,
                                    grout and foreign material and cover the
                                    surfaces of forms with a coating (form
                                    release agents) that will prevent the
                                    absorption of moisture and prevent bonding
                                    with concrete.

                           2.3.3.2  Reinforcement

                                    Reinforcing steel shall meet the
                                    requirements of ASTM A615, Grade 60
                                    including Supplementary Requirements S1.
                                    Welded wire fabric shall conform to ASTM
                                    A185 and be fabricated of cold drawn steel
                                    wire having nongalvanized finish.

                                    Reinforcing steel shall be handled, stored
                                    and placed in such fashion as to prevent
                                    their being bent or sprung and becoming
                                    excessively rusted or contaminated with
                                    earth, oil or other foreign material which
                                    is detrimental to bonding. Reinforcing steel
                                    shall be placed in accordance with the
                                    requirements of ACI 301 and CRSI
                                    "Recommended Practice for Placing
                                    Reinforcing Bars."

                                    Reinforcing steel shall be supported and
                                    fastened together to prevent displacement.
                                    Rebar shall not be welded.

                                    Unless otherwise required by the
                                    Contractor's design, the minimum concrete
                                    protective covering for reinforcement shall
                                    be:

                                    -        3 inches for concrete deposited
                                             against earth

                                    -        2 inches for #6 bars or larger and
                                             1-1/2 inches for bars less than #6
                                             for formed surfaces exposed to
                                             weather or in contact with earth

                                    -        2 inches for all rebar for formed
                                             surfaces exposed to or located
                                             above any liquid

                                    -        1-1/2 inches for interior beams,
                                             girders and columns

                                    -        3/4 inch for interior slabs, walls
                                             or joists

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 36 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                  2.3.4    Masonry

                           The Contractor shall furnish all materials, labor,
                           supervision, tools and equipment required to design,
                           furnish and install block masonry work, precast sills
                           and lintels, mortar, grout, reinforcing, etc. as
                           required for unit masonry work required for the
                           project and building design.

                           Materials for masonry work shall be as follows:

                           -        Concrete block units shall be normal weight
                                    moisture controlled units conforming to ASTM
                                    C90 and shall have smooth face.

                           -        Mortar and mortar materials shall conform to
                                    ASTM C270, Type S. General purpose grout
                                    mixes shall comply with ASTM C476, Table I.

                           -        Joint reinforcement shall be galvanized cold
                                    drawn steel wire in accordance with ASTM A82
                                    and ASTM A153.

                           -        Reinforcing steel shall be ASTM A615, Grade
                                    60.

                           All masonry units and accessories shall be handled,
                           stored and set in such a manner as to prevent their
                           soiling, chipping or damage of any kind.

                           All masonry shall be installed in accordance with ACI
                           530.1 requirements and National Concrete Masonry
                           Association's (NCMA) "Guide Specification for
                           Concrete Masonry."

                           Walls shall be laid out in advance of installing
                           masonry units to provide uniform and accurate spacing
                           on patterns and joints and to properly locate
                           openings. Masonry shall be laid to a line with wall
                           being plumb and straight and in level courses.

                           During adverse or cold weather masonry shall be
                           properly perfected by suitable enclosures or
                           weatherproof coverings and heated as required to
                           prevent freezing. In freezing weather the masonry
                           shall be kept warm for 3 days after laying.

                           All cutting of masonry units shall be by masonry
                           saws.

                           All masonry required to be painted shall be
                           thoroughly cleaned before being painted. All exposed
                           masonry walls shall be painted unless finished brick.

                  2.3.5    Structural and Miscellaneous Steel

                           The Contractor shall furnish all materials, labor,
                           services, tools and equipment required for the
                           design, fabrication and erection of all structural
                           and miscellaneous steel required for the project.

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 37 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           The work shall include, but not be limited to, the
                           following:

                           -        Prepare general framing design and drawings,
                                    detailed design and shop fabrication
                                    drawings for structural and miscellaneous
                                    steel, joists and metal decking.

                           -        Structural steel shall include columns,
                                    beams, bracing, bolts, nuts, washers, steel
                                    joists, metal decking, base plates, etc.

                           -        Miscellaneous steel shall include grating,
                                    checkered plate, handrail, stair treads,
                                    ladders, kick plates, manhole covers and
                                    frames, anchor bolts, bollards, etc.

                           2.3.5.1  Structural Steel

                                    Steel framed structures shall be designed in
                                    accordance with Southern Building Code
                                    (SBCCI); AISC Specification for the Design,
                                    Fabrication, and Erection of Structural
                                    Steel for Buildings, and all supplements
                                    thereto; Steel Deck Institute (SDI) design
                                    manual for Composite Decks, Form Decks and
                                    Roof Decks; and Steel Joist Institute (SJI)
                                    Recommended Code of Standard Practice for
                                    Steel Joists and Joist Girders.

                                    Structural steel shapes, plates, and
                                    appurtenances for general use shall conform
                                    to ASTM A36 or A36 modified to 50,000 psi
                                    yield. Connection bolts shall conform to
                                    ASTM A325. Connections shall conform to AISC
                                    Specification for Structural Joints. Welding
                                    electrodes shall be as specified by AWS.
                                    Steel decking shall be ASTM A446, Grade A
                                    sheet steel with G90 galvanized coating
                                    conforming to ASTM A525. Steel joists shall
                                    be fabricated of ASTM A36 steel and be in
                                    accordance with SJI. All exterior steel
                                    shall be galvanized. All interior structural
                                    steel shall be shop primed. The shop coat of
                                    primer paint shall be blocked out at all
                                    structural connections so that no paint is
                                    present on the surfaces of the connection,
                                    if required by the design. All exposed
                                    interior structural steel shall be finished
                                    painted in the field.

                                    Mill test reports or reports of tests made
                                    by the fabricator shall be required
                                    certifying that all material is in
                                    conformance with the applicable ASTM
                                    specification. In addition, the fabricator
                                    shall provide an affidavit stating that all
                                    steel specified has been provided at yield
                                    stresses in accordance with the drawings and
                                    the specifications.

                                    All steel framed structures shall be
                                    designed as "rigid frame" (AISC
                                    Specification Type 1) or "simple" space
                                    frames (AISC Specification Type 2),
                                    utilizing single-span beam systems, vertical
                                    diagonal bracing at main column lines and
                                    horizontal bracing at the roof and major
                                    floor levels. The use of Type 1 rigid frames
                                    shall be limited to one-story, open garage,

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 38 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                                    warehouse or shed type structures, or to
                                    pre-engineered buildings. All other framed
                                    structures shall utilize Type 2 design and
                                    construction.

                                    Connections shall be in accordance with
                                    standard connection design for shop welded
                                    and field bolted connections. Connections
                                    shall be designed for 3/4-in bolts for
                                    bearing type connections with threads
                                    permitted in the shear plane, except for
                                    slip-critical connections which shall be
                                    friction type joints. The connection bolts
                                    shall be pre-tensioned in accordance with
                                    slip-critical type joint requirements.

                                    Structural steel shall be fabricated in
                                    accordance with AISC "Code of Standard
                                    Practice for Steel Buildings and Bridges"
                                    and "Specification for Steel Buildings."

                                    The erection of structural steel shall
                                    conform to the applicable requirements of
                                    the "Code of Standard Practice for Steel
                                    Buildings and Bridges" and "Specification
                                    for the Design, Fabrication and Erection of
                                    Structural Steel for Buildings" of AISC.

                                    Bolts shall be tightened by the
                                    "turn-of-nut" method or other methods
                                    approved by the Owner. Bolts tightened by
                                    the "turn-of-nut" method shall have the
                                    outer face of the nut match-marked with the
                                    protruding bolt point before final
                                    tightening. Tightened bolts shall be checked
                                    for proper torque with a direct reading
                                    torque wrench.

                                    Inspection of welding shall be in accordance
                                    with the provisions of the current welding
                                    code AWS D1.1.

                           2.3.5.2  Miscellaneous Steel

                                    -       STEEL GRATING. Steel grating floors
                                            shall use grating manufactured in
                                            accordance with applicable
                                            requirements of the "Metal Bar
                                            Grating Manual" published by
                                            National Association of
                                            Architectural Metal Manufacturers
                                            (NAAMM).

                                            Steel grating shall be welded bar
                                            grating, with 3/16-inch wide by
                                            1-1/4 inch deep bearing bars.
                                            Spacing for bearing bars shall be
                                            1-3/16 inch center-to-center.
                                            Grating shall be galvanized and
                                            fabricated from ASTM A36 steel.

                                            All gratings shall lie flat with no
                                            tendency to rock when installed. For
                                            each panel, the transverse bow shall
                                            not exceed 1/8 inch per foot of
                                            panel width, with no transverse bow
                                            to exceed 3/8 inch. The longitudinal
                                            bow shall not exceed 1/200 of the
                                            panel length. Gratings shall be
                                            bolted down using studs and
                                            galvanized clip fasteners.


<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 39 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

                                    -       KICKPLATE. Kickplate shall be
                                            applied to all platform areas as
                                            required to satisfy OSHA standards
                                            for protection of personnel. It
                                            shall consist of 1/4-inch thick
                                            steel plate, ASTM A36, and shall
                                            project 4 inches above the platform
                                            surface. Kickplate shall receive the
                                            same type of coating as the material
                                            to which it is attached.

                                    -       HANDRAILS. Handrails shall confirm
                                            to the requirements of OSHA and
                                            SBCCI. Handrails shall be
                                            fabricated of 1-1/4 inch ASTM A53
                                            steel pipe. The top rail shall be
                                            42 inches above the walkway surface
                                            and 34 inches above the nose of a
                                            tread. Post spacing shall be
                                            proportioned to the length of the
                                            protected horizontal opening, but
                                            shall not exceed 6 feet
                                            center-to-center of posts. Hand
                                            railing shall be shop fabricated
                                            for specific locations and field
                                            welded or bolted to the erected
                                            structural steel. Handrails shall
                                            be galvanized for outdoor locations
                                            and painted for interior locations.

                                    -       STAIR TREADS. Grating for stair
                                            treads shall be as specified for
                                            steel grating except that bearing
                                            (main load carrying) bars shall not
                                            be less than 3/16 inch by 1 inch
                                            for tread lengths up to and
                                            including 3 feet. Each tread shall
                                            be serrated non-slip grating or
                                            provided with a continuous
                                            one-piece cast aluminum abrasive
                                            nosing attached to the tread with
                                            galvanized flat heat bolts, lock
                                            washers and nuts. All stair treads
                                            shall be hot-dip galvanized.


                                    -       LADDERS. Ladders shall be
                                            fabricated of ASTM A36 steel and
                                            not less than 20 inches wide, with
                                            1 inch diameter solid steel rungs
                                            spaced 12 inches center-to-center.
                                            Ladder side rails shall be steel
                                            bars 2-1/2 inches by 1/2 inch.
                                            Ladder side rails shall be punched
                                            for the rungs. Ladders shall extend
                                            3 feet 6 inches above the top of
                                            the grating or floor. Cages shall
                                            be provided per OSHA. All ladders
                                            shall be hot-dipped galvanized
                                            after fabrication.

                                    -       FLOOR PLATE. Checkered floor plate
                                            shall be fabricated from ASTM A786
                                            carbon steel with a skid resistant
                                            pattern. Floor plates shall be
                                            designed so that there are no
                                            recesses or pockets that might
                                            collect water or debris. Each
                                            section of floor plate shall be
                                            anchored with not less than four
                                            machine screws. Maximum spacing of
                                            machine screws shall not exceed 1
                                            foot 6 inches. All floor plate
                                            shall be hot-dip galvanized.

                                    -       BOLLARDS. Bollards shall be
                                            fabricated of 8 inch diameter,
                                            concrete filled, extra-strength
                                            steel pipe. Bollards shall be

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 40 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                                            installed at roll up doors to
                                            buildings and at other locations as
                                            required to protect equipment and
                                            fire hydrants.

                                    -       MANHOLES AND TRENCH COVERS.
                                            Manholes and trench covers shall be
                                            of prefabricated heavy duty
                                            castings conforming to ASTM A48 or
                                            A536. They shall be designed for
                                            AASHTO HS-20 wheel loading.

2.4      ARCHITECTURAL

                  2.4.1    Pre-Engineered Metal Buildings

                           The Contractor shall furnish all materials, labor,
                           services, tools and equipment for the design,
                           fabrication and construction of all pre-engineered
                           (rigid frame) buildings provided for the project.

                           Pre-engineered metal buildings shall include all
                           steel, siding, roofing, exterior doors, exterior
                           windows and wall louvers. All work required to finish
                           the building such as the floors, interior walls and
                           partitions, ceilings, plumbing, HVAC, lighting,
                           electrical work and interior finishes shall be
                           furnished and installed on-site by the Contractor.
                           The building shall be designed to meet the
                           requirements of local building codes, Seismic Zone2A,
                           ASCE, and Metal Building Manufacturers Association
                           (MBMA).

                           The buildings shall be of manufacturer's standard
                           modular rigid frame type construction with tapered or
                           uniform depth rafters rigidly connected at their ends
                           to vertical, pinned-base, tapered or uniform depth
                           columns. Purlins and girts shall be cold-formed "C"
                           or "Z" sections conforming to the "Specifications for
                           the Design of Cold-Formed Steel Structural Members"
                           of AISI. All other members shall be of ASTM A36 or
                           A36 modified steel hot-rolled shapes in accordance
                           with the "Specification for the Design, Fabrication
                           and Erection of Structural Steel for Buildings" of
                           AISC.

                           Roof slopes shall be within the range of 1/2 inch to
                           1 inch of rise per 12 inches of run. Basic design
                           criteria and loading shall be in accordance with
                           those stated in Section 2.3 of this Exhibit. Exposed
                           metal roof coverings shall consist of galvanized
                           pre-finished standing seam panels of 24-gauge
                           minimum. Edge and end joint details shall be such
                           that, when erected, the roof covering system shall be
                           completely watertight. Roof panel gauge and shape of
                           panels shall be sufficient to withstand all design
                           loadings without excessive deflection or vibration.

                           Wall coverings shall consist of factory-assembled,
                           galvanized, pre-finished panels. Interior liner
                           panels shall be provided in exposed unfinished areas
                           and shall be 24-gauge minimum. Interior panel
                           surfaces shall be coated with 1.0 mil minimum dry
                           film thickness of the manufacturer's standard
                           baked-on finish. Face

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 41 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           panels shall be 24-gauge minimum galvanized steel and
                           factory coated. Interior surface of the face panel
                           shall be finished with a minimum 1.0 mil minimum dry
                           film thickness of the manufacturer's standard baked-
                           on enamel finish. The profile of the face panels
                           shall be ribbed with overlapping joints. Installed
                           walls shall be weather tight.

                           Flashing and trim shall be furnished at rake,
                           corners, eaves, framed openings, etc., to provide
                           weather tightness and finished appearance, and shall
                           be of same material and finish as the materials to
                           which they are attached. Formed panels, matching the
                           profile and slope of adjoining panels, shall be
                           provided along the building ridge. Rubber or neoprene
                           closure strips (solid or closed cell), matching the
                           profile of the panel, shall be installed along roof
                           eave lines and metal closure strips shall be
                           installed along wall, eave, or rake lines as required
                           to provide weather tightness.

                           Roof and wall fasteners shall be self-tapping,
                           stainless steel or cadmium plated steel screws with
                           recessed hex head, stainless steel or cadmium plated
                           steel washers, and aluminum cupped neoprene washers.
                           Wall fasteners shall be color coated to match the
                           wall panels. Sheet metal screws for miscellaneous,
                           light gauge flashings, trim, and cover panels shall
                           be stainless steel. The manufacturer=s standard
                           fasteners can be used if approved by the Owner.
                           Secondary steel framing (purlins, girts, eave struts,
                           rake channel, joints and bridging, base angles, girt
                           or sill bars; eave, rake, brace and adaptor angles;
                           roof and wall brace angles or rods and compression
                           struts; fastening clips, etc.) shall be of hot-rolled
                           ASTM A36 or A36 modified steel, or of cold-formed
                           steel. Cold-formed panels and decks shall be
                           manufactured by precision roll forming.

                           All structural steel and secondary members shall be
                           factory primed and exposed members shall be either
                           factory finish painted or field finish painted.
                           Factory finish shall be field touched up as necessary
                           and subject to Owner approval.

                           Finish color coatings will be applied to all roof and
                           wall panels and decks, wall louvers, flashings, trim
                           and other exposed surfaces. The coating shall be of
                           the manufacturer's standard color approved by the
                           Owner. Finish shall be guaranteed for a minimum of 20
                           years against crazing, chipping, cracking, peeling,
                           or loss of color.

                           Gutters shall be a 26-gauge minimum, galvanized steel
                           with cross-sectional area not less than 33 square
                           inches. Gutters shall be supported with 16-gauge
                           minimum, galvanized steel straps to the eave member
                           at a maximum of 3-foot centers. Downspouts shall be
                           24-gauge minimum, galvanized steel of rectangular
                           configuration. Gutters and downspouts shall be
                           adequate for the maximum rainfall anticipated at the
                           plant site.

                           Doors and windows shall be furnished in accordance
                           with the requirements of Section 2.4.5 of this
                           Exhibit.

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 42 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

                           All structural steel sections, welded plate members,
                           and cold-formed structural sections shall be securely
                           and rigidly connected to the frames and members.
                           Necessary bracing will be included to transfer wind
                           and earthquake forces on the building to the
                           foundation. Frames shall be plumb and vertical to
                           receive exterior roof and wall panels. Roof panels
                           shall be continuous from ridge to eave wherever
                           practicable. Laps of roof panels will be sealed with
                           a continuous ribbon of tape sealer before lapping
                           panels. Side laps shall be sealed, lapped, and
                           secured according to erection drawings. Fasteners
                           shall be installed as recommended by the building
                           manufacturer. Wall panels shall be continuous from
                           roof line to 1-1/2 inches below the concrete
                           foundation floor line.

                  2.4.2    Walls and Partitions

                           The Contractor shall furnish all materials, labor,
                           services, tools and equipment required to design,
                           furnish, deliver and install all interior walls and
                           partitions.

                           All interior masonry walls shall be in accordance
                           with Section 2.3.4 of this document.

                           Drywall and stud walls and partitions shall be
                           constructed of 5/8 inch thick gypsum wallboard and
                           roll formed metal studs and tracks.

                           Gypsum wallboard shall have tapered edges and conform
                           to ASTM C36. Fire rated wallboard shall be used on
                           all fire rated walls in accordance with UL
                           requirements. Wallboard in wet areas shall be water
                           resistant and shall be sealed along the floor to
                           prevent seepage into the wall or adjacent rooms.

                           Metal studs and tracks shall be 25 gauge roll formed
                           galvanized steel conforming to ASTM C645
                           requirements. Two 20 gauge metal studs shall be used
                           as jambs of openings. Metal studs shall be attached
                           to top and bottom runner tracks with screw fasteners.
                           Studs shall be placed 16 inches on center maximum.

                           Corner beads, PVC and metal trim shall be provided at
                           all exterior corners between abutting materials and
                           as required for proper installation of the wallboard
                           finish.

                           As an option, Contractor can submit to the Owner for
                           approval, specifications for prefinished,
                           prefabricated wall and partition panels.

                  2.4.3    Carpentry

                           The Contractor shall furnish all materials, labor,
                           services, tools and equipment required for all rough
                           carpentry, finish carpentry and millwork.

                           Lumber for framing, blocking, nailers, furring, cant
                           strips, etc. shall be well-seasoned, free of warps
                           and comply with the dry size requirements of U.S.
                           Department of Commerce Product Standard PS-20,
                           Western Wood Products

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 43 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

                           Association (WWPA) No. 3 for Douglas Fir, or Southern
                           Forest Products Association (SFPA) No. 2. Plywood for
                           rough carpentry shall be PS1, exterior type, A-C
                           Grade.

                           Lumber for finish carpentry, millwork and cabinetry
                           shall be as follows:

                           -        Softwood shall be kiln dried B or better,
                                    vertical grain S4S Douglas Fir for interior
                                    work and construction grade for exterior

                           -        Hardwood shall be premium grain with closed,
                                    tight, non-raised grain and smooth finish.

                           -        Plywood shall be custom grade interior type
                                    AD grade with "A" face exposed and "D" face
                                    concealed.

                  2.4.4    Thermal and Moisture Protection

                           The Contractor shall furnish all materials, labor,
                           services, tools and equipment required for the supply
                           and application or installation of thermal and
                           moisture protection as required for the project. This
                           includes, but is not limited to, waterproofing, vapor
                           barriers, thermal building insulation, caulking and
                           sealants.

                           The exterior of concrete vertical wall surfaces which
                           will be below grade, shall be coated with coal tar
                           type waterproofing. This shall include, but not be
                           limited to, manholes.

                           Vapor barrier for all interior concrete floors on
                           grade shall be minimum 6 mil polyethylene film.

                           Insulation for buildings shall be noncombustible
                           mineral wool or glass fiber blankets with minimum 4
                           mil vinyl film facing carrying an Underwriter's
                           Laboratories fire hazard rating indicating a flame
                           spread rating of 25 or less. Roof insulation shall be
                           a minimum of R-33. Interior walls and partitions for
                           locker rooms, restrooms, and conference rooms shall
                           be insulated for sound isolation. Joints in the film
                           facing shall be cemented or taped to provide a
                           continuous vapor barrier.

                           Caulking and sealants shall be applied on the
                           exterior and interior perimeter of all window and
                           door frames, louvers, grills and other building
                           penetrations; paving and sidewalk joints; flooring
                           joints; and masonry joints. Caulking and sealants
                           shall be applied per manufacturer recommendations.

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 44 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------

                  2.4.5    Doors and Windows

                           The Contractor shall furnish all materials, labor,
                           services, tools and equipment required for the supply
                           and installation of hollow metal doors, rolling steel
                           doors, windows, glass and glazing, and hardware for
                           the project.

                           Hollow metal doors, frames and components shall be
                           manufactured from hot-dipped galvanized cold rolled
                           steel. Doors shall have insulated cores. The doors
                           and frames shall be shop primed and field finish
                           painted. Doors shall have vision lites, louvers,
                           dampers, etc. as required by their location. The
                           doors and frames shall be furnished and installed per
                           Steel Door Institute (SDI) requirements. Fire rated
                           doors shall comply with NFPA Standard No. 80 and be
                           tested and labeled per UL requirements. All hinged
                           exterior doors shall have automatic door closures.

                           Rolling steel doors and frames shall be manufactured
                           from hot-dipped galvanized cold rolled steel and have
                           insulated interlocking slats. All rolling steel doors
                           shall be motor operated with chain backup. Doors
                           shall be factory primed and field finish painted.

                           Windows shall be manufactured of extruded aluminum
                           frames and ventilator sections. Windows shall be
                           either horizontal sliding type or fixed type
                           depending on location. In general, exterior windows
                           shall be sliding type with screens and storm sash,
                           and interior windows shall be fixed type. Frames
                           shall meet standards of Architectural Aluminum
                           Manufacturer's Association. Hardware shall provide
                           locking capability for all sliding windows. Finish
                           shall be selected by the Owner from the
                           Manufacturer's standard finishes.

                           The main entrance to main building shall be a double
                           doored vestibule with glass doors and walls.

                           Glass and glazing for windows and doors shall comply
                           with applicable ASTM standards, Federal
                           Specifications and Flat Glass Marketing Association.
                           Glass for fire rated applications shall comply with
                           NFPA No. 80 standard for Fire Doors and Windows.
                           Glass for exterior applications shall be tinted
                           insulating glass.

                           Hardware for doors shall comply with applicable
                           sections of Americans with Disabilities Act (ADA),
                           ANSI standards, Builders Hardware Manufacturers
                           Association (BHMA) and SDI. Hardware for fire doors
                           shall comply with NFPA 80 and UL requirements. All
                           hardware shall be installed per manufacturer's
                           recommendations. All locksets shall be master keyed
                           with no more than two master key groups.

                  2.4.6    Finishes


<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 45 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           The Contractor shall furnish all materials, labor,
                           services, tools and equipment required for the
                           installation and applications of finishes, such as
                           acoustic ceiling, floor tile, ceramic tile and
                           painting for the project.

                           Ceilings in finished areas will generally consist of
                           a suspended, fire rated, exposed grid, acoustic lay
                           in panels. For high moisture areas such as showers,
                           locker rooms and restrooms, ceilings will have
                           moisture resistant type suspended acoustic tile.
                           Ceilings in unfinished areas shall be painted exposed
                           structure.

                           Floor coverings in locker rooms, toilets, offices and
                           other finished areas shall be resilient floor tile.
                           Unglazed ceramic tile shall be used for high moisture
                           areas such as showers.

                           Walls in finished areas will generally consist of
                           painted gypsum board or masonry. The lower four feet
                           of the walls in locker rooms and restrooms shall be
                           finished with glazed ceramic tile. Walls in showers
                           shall be finished with glazed ceramic tile. As an
                           alternative to glazed tile, a one-piece prefabricated
                           shower assembly with handicap rails may be used with
                           Owner's approval. Concrete floors in all areas prone
                           to chemical attack, such as battery room, shall be
                           finished with special resistant coatings. Epoxy floor
                           coating shall be provided for the electrical room.

                           All exposed wall surfaces, doors, and exposed steel
                           surfaces which are not pre-finished shall be field
                           painted. Aluminum, brass, stainless steel or plastic
                           surfaces shall not be painted. Concrete will
                           generally not be painted. Concrete sealer shall be
                           applied to exposed concrete surfaces in the shop and
                           warehouse. All equipment which is not shop finish
                           painted shall be finish painted in the field. The
                           painting systems provided by the Contractor shall be
                           of adequate thickness and suitable for the
                           environment and location to provide durability. The
                           Contractor's paint specifications and color selection
                           charts shall be submitted to the Owner for approval.
                           All coatings shall be applied per manufacturer's
                           instructions. Surface preparation and cleaning shall
                           be per coating manufacturer instructions and
                           applicable SSPC requirements.

                           Prior to purchasing and installing any finishes, the
                           Contractor shall provide for Owner's review and
                           approval a finish schedule for the project.

                  2.4.7    Specialties and Furnishings

                           The Contractor shall furnish and install all
                           architectural specialties, such as toilet partitions
                           and accessories, lockers, locker room benches, signs,
                           flagpole, kitchenette, conference/training room
                           accessories, horizontal window blinds, and fire
                           extinguishers for the facility.

                           Toilet partitions and urinal screens for restrooms
                           and locker rooms shall be 1 inch thick fabricated of
                           sheet steel over sound deadening core insulation. The
                           partitions shall be finished with the manufacturer's
                           standard baked enamel finish.

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 46 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           The color shall be approved by the Owner. The
                           partitions shall be furnished with doors and assist
                           bars which comply with Americans with Disabilities
                           Act (ADA) requirements and ANSI standards.

                           Toilet and locker room accessories shall include but
                           not be limited to robe hooks, towel bars, toilet
                           tissue dispensers, feminine napkin-tampon dispensers
                           and disposals, mirrors, metal shelves, mop and broom
                           rack, soap dispensers, paper towel dispensers, shower
                           curtain and rods, grab bars and shower seats. These
                           accessories shall comply with ADA requirements.

                           Steel lockers shall be 15 inches wide by 18 inches
                           deep by 72 inches high without legs, single tier
                           type, arranged for mounting on a nominal 4 inch high
                           concrete base. Locker accessories shall include coat
                           hooks, hanger bar, locker handles to receive padlocks
                           and top shelf. The lockers shall be finished with the
                           manufacturer's standard baked on enamel finish with
                           the color being selected by the Owner.

                           Benches shall be installed near the front of the
                           lockers. The benches shall be 12 inches wide by 1-1/4
                           inches thick full finished laminated maple with pipe
                           pedestals for anchoring to the floor.

                           A lighted thirty (30) foot flagpole shall be located
                           at the main entrance to the administration building.
                           A lighted facility identification sign shall be
                           located at the main plant road entrance. Other
                           exterior signs shall be installed for traffic
                           direction and information. Interior signs shall be
                           installed as required to identify rooms, provide
                           direction and meet ADA and ANSI A117.1 requirements.

                           All exterior windows for offices, conference room,
                           etc. shall be provided with adjustable blinds.

                           Fire extinguishers and cabinets shall be installed
                           throughout the facility as required by applicable
                           codes.

                           A kitchenette unit with cabinets, sink, refrigerator,
                           cook top, microwave, exhaust fan and garbage disposal
                           shall be installed in the lunch room.

                           Laboratory furniture and equipment will be provided
                           by Owner.

2.5      MECHANICAL

                  2.5.1    General Requirements

                           The Contractor shall furnish all engineering, design,
                           labor, materials, equipment and construction services
                           required to provide a totally functional mechanical
                           systems associated with the project. The work shall
                           comply with applicable codes and standards,
                           including, but not necessarily limited to, the
                           following:

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 47 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           -        State and local codes, laws, ordinances,
                                    rules and regulations

                           -        Anti-Friction Bearing Manufacturers
                                    Association (AFBMA)

                           -        American Gear Manufacturers Association
                                    (AGMA)

                           -        American Institute of Steel Construction
                                    (AISC)

                           -        Air Moving and Conditioning Association
                                    (AMCA)

                           -        American National Standards Institute (ANSI)

                           -        American Society of Mechanical Engineers
                                    (ASME)

                           -        American Society for Testing and Materials
                                    (ASTM)

                           -        American Water Works Association (AWWA)

                           -        American Welding Society (AWS)

                           -        Crane Manufacturer's Association of America
                                    (CMAA)

                           -        Heat Exchange Institute (HEI)

                           -        Hydraulics Institute (HI)

                           -        Tubular Exchangers Manufacturers Association
                                    (TEMA)

                           -        National Fire Protection Association (NFPA)

                           -        Occupational Safety and Health
                                    Administration (OSHA)

                           -        Factory Mutual System (FM)

                           -        Underwriters Laboratories (UL)

                           In case of conflict or disagreement between codes and
                           standards, the more stringent conditions shall
                           govern.

                           Equipment will be designed, sized, and manufactured
                           in accordance with applicable codes.

                           Redundancy will be provided for such equipment as
                           lubricating oil pumps and transfer pumps. Clearances
                           will be provided around equipment for easy operation
                           and maintenance in accordance with OSHA requirements
                           and good engineering practices. Manually operated
                           valves will be located such that

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 48 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           operation can be readily performed from grade,
                           properly located platforms or chain operators.

                           All process piping external to the ASME Section I,
                           Division I boiler piping will be designed in
                           accordance with ANSI B31.1 Code, Power Piping. Fluid
                           velocities during normal and continuous operation
                           will be maintained within good engineering design
                           practices such as those listed below:

                                    Water, FPM                  300 -     600

                                    Pump Suction piping shall be at one-half the
                                    above velocities.

                           Critical piping will be subjected to thermal
                           flexibility analysis in order to locate hangers,
                           supports and anchors. Piping for systems operating at
                           elevated temperatures will be insulated for thermal
                           conservation and personnel protection.

                           Tanks and vessels operating at pressure greater than
                           15 psig will be designed and stamped in accordance
                           with ASME Section VIII, Division I. Safety valve vent
                           piping will be designed in accordance with ASME
                           requirements and will be routed clear of working
                           areas for personnel protection.

                           All underground piping is to be installed with a
                           minimum of 3 feet of cover, unless unique design
                           circumstances dictate less cover. Any exceptions
                           shall be approved by the Owner.

                           Equipment shall be designed, fabricated, and
                           assembled in accordance with the latest, commonly
                           accepted quality, industrial, engineering and shop
                           practices. Individual parts shall be manufactured to
                           standard sizes and gauges so that repair parts,
                           furnished at any time, can be installed in the field.
                           Like parts of duplicate units shall be
                           interchangeable. Equipment shall not have been in
                           service at any time prior to delivery, except as
                           required for tests.

                           Materials not specified herein shall be selected by
                           Contractor and shall be suitable for service
                           conditions.

                           Except where otherwise specified, structural and
                           miscellaneous fabricated steel shall conform to the
                           Standards of the American Institute of Steel
                           Construction.

                           Mechanical equipment, accessory equipment, piping,
                           and ductwork shall be set and located in accordance
                           with the Contractor's drawings. Work shall be done by
                           mechanics and craftsmen skilled in their various
                           trades under the direction of experienced supervisors
                           and manufacturer's representation. Changes or
                           adjustments which are found necessary during the
                           installation shall be subject to the approval of the
                           Owner. The Contractor shall obtain installation
                           instruction booklets and/or other recommendations
                           from the equipment manufacturers as to installation
                           procedures, sequence of installation, and tolerances
                           allowed in installation. A copy of this information
                           shall be submitted to the Owner. In

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 49 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           particular, the manufacturer's recommendations as to
                           grout spaces required and tolerances for level and
                           alignment shall be obtained and followed.

                           All preliminary and final measurements and settings
                           of equipment shall be able to be witnessed by the
                           Owner. Upon completion of all installation, the
                           Contractor shall furnish to the Owner a record of all
                           initial clearance measurements and settings on
                           mechanical equipment.

                           The Contractor shall test and place in successful
                           operation all equipment provided by the Contractor.
                           All defects in the erection or in the equipment
                           itself shall be corrected by the Contractor to the
                           satisfaction of the Owner. Rotating equipment shall
                           be checked for proper direction of rotation, shaft
                           alignment, and balance. Equipment subject to
                           pressures shall be carefully examined for leakage.

                           Electric motors shall be set in position, properly
                           aligned, secured in place and grouted. Motors shall
                           be lubricated; lubrication shall include flushing of
                           bearings and other activities required by
                           manufacturer's instructions. The electrical
                           connections shall be completed and the motors bumped
                           electrically to check for correct rotation prior to
                           the shaft couplings being connected.

                           Machines and equipment shall be aligned and leveled
                           using wedges, blocks, shims, or leveling bolts. All
                           shim material which will be embedded in concrete
                           grout under sole plates shall be carbon steel;
                           exposed shims and those placed between the sole plate
                           and equipment bases shall be stainless steel with no
                           exception. Shims for concrete foundations shall be
                           random size carbon steel plate and bars. Shims shall
                           be located adjacent to anchor bolts and at sufficient
                           intermediate points to assure complete alignment and
                           support of equipment.

                           Leveling of equipment bases shall be performed using
                           precision levels or equivalent, placed on machined
                           surfaces, such as baseplates or nozzle faces on
                           larger items. Where specific manufacturer's
                           instructions are given for leveling of equipment,
                           they shall govern.

                           Machines and equipment shall be grouted securely to
                           the bases and foundations with non-shrink grout.

                           Care shall be taken to assure that piping connections
                           are made to equipment and machinery so that no
                           reactions or moments in excess of those allowed by
                           the manufacturer are imposed during installation,
                           test, or operation.

                           After alignment and grouting have been completed,
                           grout has set, and attachments have been made but
                           prior to placing any piece of equipment or machine in
                           service, the equipment or machine shall be rechecked
                           for alignment. Discrepancies disclosed by this check
                           shall be corrected and rechecked until the item is
                           found to be properly aligned. When required by the
                           manufacturer and after the item has been checked by
                           the Contractor to be in proper alignment, one

<PAGE>
--------------------------------------------------- ------------------------
                                                    EPC - Exhibit B
                                                    ------------------------
          TENASKA GEORGIA GENERATION PROJECT        Page 50 of 132
--------------------------------------------------- ------------------------
--------------------------------------------------- ------------------------


                           dowel shall be placed in each of two opposite corners
                           of each piece of machinery or equipment to facilitate
                           future realignment. Dowels shall be carefully placed,
                           vertical in position and fitted with jacking threads
                           and nut to facilitate removal.

                           Before initial operation, all equipment shall be
                           thoroughly cleaned, all shipping blocks and
                           restraints removed and all moving or rotating parts
                           checked for clearances and freedom from foreign
                           matter. Lubricants of suitable quality and grade
                           shall be furnished by the Contractor for application
                           by the Contractor. All lubricating oils shall be as
                           recommended by the equipment manufacturer and shall
                           have an RBOT number greater than 450. Lubricants
                           required for the combustion turbine will be supplied
                           by Owner.

                           The Contractor shall provide the Owner, prior to
                           equipment start-up, a list showing the proper
                           lubricants for each item of mechanical equipment,
                           approximate quantities needed per year of continuous
                           operation, and recommended lubrication intervals.
                           Wherever possible, the types of lubricants shall be
                           consolidated (with the manufacturer's approval) to
                           minimize the number of different lubricants required
                           for plant maintenance. Equipment lubrication fittings
                           shall be extended with tubing or piping beyond
                           obstructions such as guards or covers to allow
                           lubrication without disassembly of the unit.

                           In addition to ASME and other official code stamp
                           nameplates, a nameplate shall be securely fastened in
                           a readily visible location on each item of equipment
                           by means of rivets, welding or screws. Nameplate
                           shall minimally contain: design flow and conditions,
                           rpm, horsepower, manufacturer's name and serial
                           number, model number, recommended lubricant, and
                           packing or mechanical seal identification, and other
                           pertinent identifying design and operating data.
                           Nameplate shall be extended out from the surface to
                           be visible after insulation installation if required.

                           The Contractor shall not use permanent plant
                           equipment for construction purposes without first
                           securing permission in writing from the Owner. Such
                           permission may be granted for the use of some
                           equipment but may not be extended to the use of
                           pumps, compressors, and similar equipment. When use
                           is made of the plant equipment, the Contractor shall
                           take all precautions to avoid overload or damage to
                           such equipment and shall be responsible for the
                           satisfactory repair or replacement of any parts
                           suffering damage due to the use of the equipment by
                           the Contractor. Use of plant equipment by Contractor
                           shall not alter the time or enforcement of guarantee
                           and warranties.

                           Equipment requiring periodic repair and adjustment
                           shall be furnished complete with special tools,
                           instruments, and accessories required for
                           maintenance. Equipment requiring special devices for
                           lifting or handling shall be furnished complete with
                           those devices.



<PAGE>

--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 51 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                           The Contractor shall furnish equipment and materials
                           required and perform tests necessary to demonstrate
                           proper installation and operation of the equipment.
                           Owner shall be notified in reasonable time prior to
                           test. These tests shall include, but not be limited
                           to, the following:

                           a.       Running tests for all rotating equipment.

                           b.       Equipment having moving parts shall be
                                    tested for freedom of movement and for
                                    function.

                           c.       Weight and movement tests for all lifting
                                    devices installed by the Contractor.

                           d.       Correct alignment of all equipment, motors,
                                    and couplings.

                           e.       Hydrostatic testing, proof, leak and/or
                                    tightness tests.

                           Nondestructive examinations shall be performed by the
                           Contractor wherever required by design,
                           specification, applicable code, or manufacturer's
                           requirements including instances when a visual
                           inspection suggests an obvious or a possible defect.
                           Inspectors for nondestructive examinations shall be
                           qualified in accordance with the applicable codes and
                           standards. The record of qualification for each
                           inspector and a listing of his area(s) of the
                           qualification shall be submitted to the Owner for
                           approval.

                           The highest degree of cleanliness practically
                           achievable shall be maintained throughout this
                           project, keeping in mind that the piping materials
                           and equipment are to be handled, opened up, examined,
                           assembled, heated, and welded under project
                           construction conditions. Foreign matter, construction
                           debris, welding rods and other consumables,
                           miscellaneous hardware and excess materials whose
                           presence might lead to operational difficulties or
                           material failure shall be removed.

                           Touch-up paint shall be applied to all painted
                           equipment as required.

                  2.5.2    Gas Turbine Generator Erection

                           This section covers the receiving, unloading,
                           storage, protection, installation, erection, finish
                           painting, start-up and testing of the gas turbines
                           and auxiliary equipment as described under Exhibit H.
                           The Contractor shall furnish all labor, tools,
                           services, equipment and material for this work.

                           The Contractor's erection methods and procedures
                           shall conform with accepted good engineering
                           practice, the requirements of applicable codes and
                           standards and in accordance with the procedures
                           furnished and approved by the manufacturer.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 52 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                  2.5.3    Pumps

                           This section covers the design, manufacture, testing,
                           delivery, unloading, and erection of fuel oil pumps,
                           water pumps, sump pumps and other miscellaneous pumps
                           required for the project. The pumps shall be
                           furnished complete with motors, couplings, guards and
                           baseplates.

                           Equipment, material, design, fabrication, inspection
                           and testing shall comply with applicable industry
                           codes, standards and specifications including, but
                           not limited to, ASME, ANSI, AWS, NEMA, NEC, HI, and
                           OSHA.

                           Pumps and equipment shall be selected and designed,
                           including heads, capacities and margins, based on the
                           Contractor's piping arrangement, system requirements
                           and type of fluid being handled. The materials of
                           construction of the pumps shall be compatible with
                           the fluid pumped. The Contractor shall be fully
                           responsible for the applicability, quality and
                           compatibility of these materials. The selection of
                           the pumps shall be subject to Owner's approval.

                           Similar parts of duplicate pumps shall be completely
                           interchangeable.

                           Equipment and piping arrangement, and nozzle
                           orientation, shall be selected for ease of
                           maintenance and to minimize the dismantling or
                           removal of piping and electrical connections for
                           maintenance.

                           Shafts shall be accurately ground and polished
                           throughout their entire lengths and furnished with
                           shaft sleeves. They shall be designed so that the
                           critical speed will not occur within a safe margin of
                           operating speed of the pump.

                           Casings and nozzles shall be designed to withstand a
                           minimum of 1 1/2 times the pump shutoff pressure.
                           Wear rings for casing and impellers shall be
                           replaceable.

                           In general pumps shall have mechanical seals. Where
                           packing is utilized the stuffing boxes shall be
                           integral with pump casing and furnished with lantern
                           rings and leakoff piping.

                           Pumps shall be subject to shop inspection and
                           manufacturer's standard shop tests.

                           The pumps, motors, baseplates shall be thoroughly
                           cleaned, primed and finish coated with manufacturer's
                           standard procedures and paint. Aluminum, galvanized
                           steel and stainless steel surfaces shall not be
                           painted.

                           Equipment shall be furnished with permanently mounted
                           non-corroding metallic name plates.

                           Motors shall comply with Section 2.6.19 of this
                           Exhibit.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 53 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                           2.5.3.1  Miscellaneous Pumps

                                    The following miscellaneous pumps shall be
                                    provided for the project:

                                    -        Two (2) one hundred percent
                                             capacity demineralized raw water
                                             pumps.

                                    -        Two (2) one hundred percent
                                             capacity demineralized water
                                             injection pumps.

                                    -        Two (2) one hundred percent
                                             capacity retention basin transfer
                                             pumps

                                    -        Four (4) fuel oil supply pumps,
                                             with each pump capable of meeting
                                             the maximum fuel oil requirements
                                             of two gas turbines

                                    -        Four (4) fuel oil unloading pumps.
                                             The total capacity of all pumps
                                             shall allow the unloading of six
                                             (6), 8,000 gallon, trucks in a one
                                             hour period.

                                    -        Two (2) one hundred percent
                                             capacity evaporative cooler supply
                                             pumps.

                                    -        One (1) one hundred percent
                                             capacity motor driven fire water
                                             pump.

                                    -        One (1) one hundred percent
                                             capacity diesel driven fire water
                                             pump.

                                    -        One (1) firewater jockey pump.

                                    Each pump shall be a centrifugal type pump
                                    and shall be mounted together with its drive
                                    on a base plate. The pump shall be connected
                                    to its drive through a flexible coupling
                                    with OSHA approved coupling guard.

                                    The pumps shall be mechanically and
                                    hydraulically balanced.

                                    Pump bearings shall be of the ring oil ball
                                    bearing type with external constant level
                                    lubricating devices.

                                    Where the pumps have vertically split casing
                                    the Contractor shall provide heavy duty,
                                    ANSI design end suction, self-venting
                                    volute, back pullout unit with spacer
                                    coupling.

                                    Where the pumps have horizontally split
                                    casing the suction and discharge connections
                                    shall be located in the lower casing.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 54 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                                    The suction and discharge nozzles shall be
                                    tapped for pressure gauge connections.
                                    Casings shall be provided with vent and
                                    drain connections.

                           2.5.3.2  Miscellaneous Sump Pumps

                                    If required by design, the following sump
                                    pumps shall be provided for the project.
                                    Pumps shall be provided based on the
                                    Contractor's design.

                                    -        Two (2) one hundred percent
                                             capacity oil/water separator sump
                                             pumps.

                                    -        Two (2) one hundred percent
                                             capacity fuel oil unloading area
                                             sump pumps.

                                    -        Two (2) one hundred percent
                                             capacity demineralized area sump
                                             pumps.

                                    -        Two (2) one hundred percent
                                             capacity plant sump pumps.

                                    Sump pumps shall be duplex vertical,
                                    wet-basin submerged, single suction volute
                                    type complete with support plates, motors,
                                    suction strainers, and level control floats.

                                    Pumps shall be enclosed-shaft, fully water
                                    lubricated and designed to preclude oil or
                                    grease from mixing with pumped fluid.

                                    Discharge piping shall extend above cover
                                    plate.

                                    Shaft gland and leakoff piping shall be
                                    arranged to return all leakage to the sump.

                                    Sump pumps shall be provided in each
                                    underground cable vault if required for
                                    adequate drainage.

                  2.5.4    Air Compressors, Dryers and Accessories

                           This section covers the design, manufacture,
                           delivery, unloading and installation of two (2) air
                           compressors, one (1) air receiver, two (2) air
                           dryers, controls, and associated accessories.

                           The plant will be provided with one air system for
                           both plant and instrument air, with one air receiver
                           and with all air dried to instrument air
                           specifications. Adequate controls will be provided to
                           prevent surges in air demand from causing instability
                           in the air system.

                           The air dryer absorber vessels and air receivers
                           shall have the ASME Code stamps in accordance with
                           the latest revision of the applicable code.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 55 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                           The equipment shall be subject to the manufacturer's
                           standard shop tests prior to shipment.

                           The air compressors shall be skid mounted, rotary
                           screw air cooled type units with piping, valves,
                           fittings, controls, inlet filter, oil reservoir,
                           water/oil cooler, intercooler, aftercooler and
                           accessories.

                           The compressors shall be designed to meet the
                           following conditions:

                           -   Discharge pressure, psig  125

                           -   Maximum motor speed, rpm  1780

                           -   Capacity                  Per Contractor's design

                           The air receivers shall be of the vertical type with
                           inlet and outlet connections, automatic drains,
                           instrument connections, safety valves and manhole.
                           The receiver shall be a minimum of 1,000 gallon
                           capacity.

                           The air dryers shall be of the desiccant heatless
                           type, twin towers on a steel frame, with required
                           control, valves, piping, instrumentation prefitters
                           and after fitters. The dryer shall be designed for an
                           outlet dew point temperature of -40 Deg. F.

                           All equipment shall be cleaned and shop primed and
                           finish painted with the manufacturer's standard
                           paint. All machine surfaces shall be properly
                           protected against corrosion.

                  2.5.5    Water Treatment System

                           This section covers the design and installation of
                           water treatment system required for the use of truck
                           mounted demineralizers to be used for supplying
                           demineralized water for NOx control when burning fuel
                           oil. Space, piping and support facilities shall be
                           provide for five, 350 gpm, truck mounted
                           demineralizers.

                           The water treatment system shall include, but not be
                           limited to, the following:

                           -    Piping and valves for the supply of raw
                                water, discharge of demineralized water, and
                                initial rinse water discharge.

                           -    Compressed air connections.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 56 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                  2.5.6    TanksERROR! BOOKMARK NOT DEFINED.

                           This section covers the design, manufacture,
                           delivery, unloading and installation or erection of
                           shop fabricated tanks and field erected tanks. The
                           tanks shall include, but not be limited to, the
                           following:

                           -        One (1) demineralized water storage tank
                                    with 7,000,000 gallon storage capacity.

                           -        One (1) raw water storage tank with
                                    2,000,000 gallon storage capacity which
                                    includes 200,000 gallons of Raw Water
                                    Storage Tank reserved for fire water.

                           -        One (1) fuel oil storage tank with 165,000
                                    barrel capacity.


                           The tank shall be furnished complete including all
                           interior and exterior coatings, supports, manholes,
                           gaskets, belts, vents, standpipes, interior and
                           exterior piping, overflows, wear plates, nozzles,
                           piping connections, level gauges and as required
                           ladders, platforms, stairs and walkways.

                           Tanks shall be designed and constructed in accordance
                           with applicable codes and standards for each tank and
                           OSHA. The fuel oil storage tank shall conform to API
                           650 requirements. The demineralized water storage
                           tank, and raw water storage tanks shall comply with
                           AWWA Standard D100.

                           The water storage tanks shall have a minimum
                           corrosion allowance of 1/16 inch.

                           The fuel oil storage tank shall be furnished with a
                           floating suction, vent flame arrestor and foam
                           chamber. Piping shall be provided to a safe location
                           outside of the containment berm for connection of the
                           foam chamber to a semi-fixed foam system.

                           All carbon steel tanks shall be thoroughly cleaned
                           and painted or coated to prevent corrosion. The
                           exterior of the other carbon steel tanks shall be
                           finished painted with the color being approved by the
                           Owner.

                  2.5.7    Cranes and Hoists

                           This section covers the design, manufacture,
                           delivery, unloading and installation of one
                           maintenance shop hoist for the facility.

                           The crane and hoists shall be shop primed and finish
                           painted with manufacturer's standard paint.

<PAGE>

--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 57 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                           A five (5) ton, electrically operated, monorail hoist
                           shall be provided in the facility maintenance shop.
                           The hoist shall include trolley, motors, hoist,
                           cable, hook, pendant controls and auxiliary
                           equipment.

                           The pendant control shall include as a minimum an
                           "ON/OFF" switch for main power, separate "UP" and
                           "DOWN" buttons for hoist and separate "FORWARD" and
                           "BACKWARD" buttons for trolley.

                  2.5.8    Fire Protection System

                           This section covers the engineering, design, and
                           installation of the fire protection systems and
                           equipment for the project. The Contractor shall
                           perform all engineering and design, and furnish,
                           install and test the fire protection system specified
                           in Exhibit A in accordance with applicable NFPA codes
                           and standards, local codes, authorities having
                           jurisdiction, and the Owner's insurance carrier
                           requirements. All system components shall be UL
                           listed and FM approved for fire service.

                           The major components of the fire protection system
                           shall be in accordance with Exhibit A.

                           A fire detection and alarm system, per NFPA and local
                           requirements, shall be provided throughout the plant
                           to provide early warning and personnel safety. The
                           detection system shall identify the area and activate
                           the appropriate equipment. Detection of a fuel oil
                           tank fire shall be by fixed temperature, explosion
                           proof type detectors. The control panel shall be
                           located in the control room.

                           CO(2) or dry chemical portable fire extinguishers
                           shall be provided throughout the plant and within
                           buildings and structures. The extinguishers shall be
                           sized for one-man operation.

                           The use of halon gas systems shall not be permitted.

                  2.5.9    Piping, Valves and Specialties

                           This section covers the general requirements for
                           piping systems including valves, fittings and piping
                           specialties. The Contractor shall engineer, design,
                           furnish materials and equipment, install, clean and
                           test all piping systems for the project.

                           2.5.9.1 General Requirements

                                    All equipment, material, design,
                                    fabrication, erection, inspection, cleaning
                                    and testing shall comply with applicable
                                    state, federal, local and industry codes,
                                    standards, and specifications, including,
                                    but not limited to:

                                    -       ANSI B31.1, Power Piping

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 58 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    -       ASME Boiler and Pressure Vessel
                                            Codes, Sections I, V, VIII and IX.

                                    -       Pipe Fabrication Institute (PFI)

                                    -       American Water Works Association
                                            (AWWA)

                                    -       American Society for Testing and
                                            Materials (ASTM)

                                    -       American National Standards
                                            Institute (ANSI)

                                    -       American Welding Society (AWS)

                                    -       Manufacturer's Standardization
                                            Society (MSS)

                                    -       American Concrete Institute (ACI)

                                    The Contractor shall perform stress
                                    analysis for all piping 2 1/2 inches and
                                    larger, and 250 DEG. F or higher in
                                    operating temperature, and a pressure over
                                    300 psig. Thermal flexibility analysis
                                    shall be performed for piping 250 DEG. F or
                                    higher in operating temperature in order to
                                    locate hangers, supports, and anchors.
                                    Stress, flexibility, vibration and water
                                    hammer analysis shall be performed as
                                    required by good engineering practice.

                                    The design pressure and temperature for
                                    piping shall be consistent with conditions
                                    established for each system. The design
                                    pressure of a piping system shall generally
                                    be based on the maximum sustained pressure
                                    plus 25 psi. The design temperature shall be
                                    based on the maximum sustained temperature
                                    plus 10 DEG. F.

                                    Above-ground pipelines 2-1/2 inches and
                                    larger shall be provided with an
                                    identification system indicating the pipe
                                    contents and direction of flow. The
                                    identification shall be easily visible and
                                    readable from floors or platforms. The
                                    system used by the Contractor shall be
                                    approved by the Owner.

                                    Insulation and lagging of piping shall
                                    comply with Section 2.5.10.

                                    The exterior of exposed carbon steel piping
                                    which is not insulated or galvanized shall
                                    be cleaned and painted.

<PAGE>

--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 59 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                           2.5.9.2 Materials

                                    Material selection shall be based on the
                                    design pressure, temperature and service
                                    conditions. Piping materials shall be in
                                    accordance with applicable ASTM and ANSI
                                    standards and local codes. Materials
                                    selected for use with the main cycle systems
                                    shall be free of copper materials to allow
                                    the cycle to be treated at the optimum pH
                                    for corrosion protection of carbon steel
                                    components. Piping materials shall generally
                                    be in accordance with the following:

                                    -        CARBON STEEL PIPING. Carbon steel
                                             piping 2-1/2 inches through
                                             28-inches nominal size shall be
                                             seamless ungalvanized ASTM A53 or
                                             A106. Carbon steel piping larger
                                             than 28 inches nominal size shall
                                             be ATSM A672 Grade B70, Class 21,
                                             for steam service, and ASTM A134
                                             (with ASTM A283 plate material) for
                                             cold water service, with the
                                             industrial grades as a minimum.
                                             Schedules, sizes and dimensions
                                             shall conform to ANSI B36.10.

                                    -        ALLOY STEEL PIPING. Alloy steel
                                             pipe, including large diameter
                                             special wall pipe, shall be
                                             ungalvanized seamless type. Alloy
                                             steel pipe with a 2-1/4 percent
                                             chromium content shall conform to
                                             ASTM A335, Grade P22. Alloy steel
                                             pipe with a 5 percent chromium
                                             content shall conform to ASTM A335,
                                             Grade P5. Alloy steel pipe with a 9
                                             percent chromium content shall
                                             conform to ASTM A335, Grade P91.
                                             Schedules, sizes and dimensions
                                             shall conform to ANSI B36.10.

                                    -        STAINLESS STEEL PIPING. Stainless
                                             steel pipe shall be ASTM A312
                                             Grades TP 304, TP 304L, TP 316, or
                                             TP 316L, seamless piping. All
                                             stainless steel piping materials
                                             shall be fully solution annealed
                                             prior to fabrication. Type 316
                                             materials shall be utilized for
                                             high resistance to corrosion. The
                                             Type 316L materials shall be
                                             utilized for applications requiring
                                             hot working (welding, etc.) when
                                             the piping will handle solutions
                                             that are high in chlorides.
                                             Schedules, sizes and dimensions
                                             shall conform to ANSI B36.10 or
                                             B36.19 as applicable.

                                    -        GALVANIZED CARBON STEEL PIPE.
                                             Galvanized steel pipe shall be ASTM
                                             A120 or A53. Schedules, sizes and
                                             dimensions shall conform to ANSI
                                             B36.10.

                                    -        RUBBER LINED PIPE. Lining materials
                                             for rubber lined carbon steel pipe,
                                             method of application, and lining
                                             manufacturer shall be chosen in
                                             accordance with service
                                             requirements.

                                    -        COPPER ALLOY PIPE. Copper alloy
                                             pipe shall conform to ASTM B43,
                                             Seamless Red Brass Pipe.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 60 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                                    -        POLYPROPYLENE LINED PIPE.
                                             Polypropylene lined pipe shall be
                                             ASTM A53 steel pipe with an applied
                                             liner of polypropylene.

                                    -        FIBERGLASS REINFORCED PLASTIC PIPE.
                                             Fiberglass reinforced plastic pipe
                                             shall be chosen in accordance with
                                             the specific service requirements.

                                    -        POLYVINYL CHLORIDE PIPE. Polyvinyl
                                             chloride (PVC) pipe shall conform
                                             to ASTM D1785 or ASTM D2241.

                                    -        ALLOY 20 OR ALLOY 20Cb-3. Alloy 20
                                             piping shall conform to ASTM B464
                                             UNSN 08020.

                                    -        HIGH DENSITY POLYETHYLENE (HDPE)
                                             PIPE. High density polyethylene
                                             piping shall conform to ASTM D3350.

                                    -        DUCTILE IRON PIPE. Underground
                                             ductile iron pipe shall conform to
                                             ANSI A21.51 and AWWA C151.
                                             Aboveground ductile iron pipe shall
                                             conform to AWWA C151 Class 53. Shop
                                             applied cement mortar lining shall
                                             be per AWWA C104.

                                    -        CAST IRON SOIL PIPE. Cast iron soil
                                             pipe shall conform to ASTM A74,
                                             Class 5V.

                                    -        PRESTRESSED CONCRETE PIPE.
                                             Prestressed concrete pipe shall
                                             conform to AWWA C301.

                                    -        STAINLESS STEEL TUBING. Stainless
                                             steel tubing shall conform to ATM
                                             A213, Type 316. All stainless steel
                                             tubing shall be of the fully
                                             annealed type. Stainless steel
                                             tubing for use with tubing fittings
                                             shall not exceed Rockwell B80
                                             hardness.

                                    -        COPPER TUBING. Copper tubing 3/8
                                             inch and smaller shall be light
                                             drawn temper tubing conforming to
                                             ASTM B75. Copper tubing 1/2 inch
                                             and larger shall be ASTM B88 Type K
                                             drawn temper. Copper tubing shall
                                             be oxygen free or phosphorus
                                             deoxidized copper. Oxygen bearing
                                             tough pitch copper tubing shall not
                                             be used.

                                    Fittings shall be constructed of materials
                                    equivalent to the pipe with which they are
                                    used, except for polypropylene lined cast
                                    iron or ductile iron fittings which shall be
                                    used with polypropylene lined steel pipe,
                                    and rubber lined cast iron or ductile iron
                                    fittings which shall be used with rubber
                                    lined steel pipe.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 61 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    -        STEEL FITTINGS. Steel fittings
                                             2-1/2 inches and larger shall be of
                                             the butt welding type and steel
                                             fittings 2 inches and smaller shall
                                             be of the socket welding type.

                                    -        BUTT WELDING FITTINGS. The wall
                                             thicknesses of butt welding
                                             fittings will be equal to the pipe
                                             wall thickness. The fittings shall
                                             be in accordance with ANSI B16.9,
                                             ANSI B16.28, and ASTM A234 or ASTM
                                             A403.

                                    -        FORGED STEEL FITTINGS. Forged steel
                                             fittings shall be used for socket
                                             weld and steel threaded connections
                                             and shall conform to ANSI B16.11.

                                    -        CAST STEEL FLANGED FITTINGS. Cast
                                             carbon steel flanged fittings shall
                                             conform to ANSI B16.5 and shall be
                                             of materials conforming to ASTM
                                             A216 WCB.

                                    -        ADAPTERS. Reducing outlet tees
                                             should be used in lieu of specially
                                             designed adapters for branch piping
                                             2-1/2 inches and larger whenever
                                             possible. Specially designed
                                             adapters may be used in lieu of
                                             reducing outlet tees if standard
                                             reducing outlet tees are not
                                             available for the run and branch
                                             sizes specified. Specially-designed
                                             adapters must be postweld heat
                                             treated as specified in ASME B31.1.
                                             Branch connections 2 inches and
                                             smaller shall be made with special
                                             reinforced welding adapters, or
                                             shall be special welded and drilled
                                             pads.

                                    -        GALVANIZED PIPE FITTINGS. Fittings
                                             for galvanized steel pipe shall be
                                             screwed malleable iron conforming
                                             to ASTM A197 or grooved per ASTM
                                             A536.

                                    -        RUBBER LINED PIPE FITTINGS. Flanged
                                             cast iron or ductile iron fittings
                                             used with rubber lined pipe shall
                                             be lined with the same materials as
                                             the pipe with which they are used.

                                    -        BRASS AND BRONZE FITTINGS. Screwed
                                             brass and bronze pipe fittings
                                             shall conform to ANSI B16.15.
                                             Flanged brass and bronze pipe
                                             fittings shall conform to ANSI
                                             B16.24.

                                    -        POLYPROPYLENE LINED DUCTILE IRON
                                             FITTINGS. Flanged ductile iron
                                             fittings used with polypropylene
                                             lined steel pipe shall be the
                                             ductile iron fittings conforming to
                                             ANSI A21.10, and shall be lined
                                             with the same material as the pipe
                                             with which they are used.

                                    -        FIBERGLASS REINFORCED PLASTIC
                                             FITTINGS. Fittings for use with
                                             fiberglass reinforced plastic pipe
                                             shall be manufactured from
<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 62 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                             material of the same type as the
                                             pipe. Joints shall be as required
                                             by the application.

                                    -        POLYVINYL CHLORIDE FITTINGS.
                                             Polyvinyl chloride pipe fittings
                                             shall be manufactured from PVC
                                             material of the same type as the
                                             pipe with which they are used. The
                                             fittings shall have socket ends
                                             with internal shoulders designed
                                             for solvent cementing.

                                    -        HIGH DENSITY POLYETHYLENE FITTINGS.
                                             High density polyethylene (HDPE)
                                             fittings shall be manufactured from
                                             HDPE material of the same type as
                                             the pipe with which they are used.
                                             The fittings shall have butt fusion
                                             ends.

                                    -        TUBING FITTINGS. Stainless steel
                                             fittings shall be used with
                                             stainless steel tubing. Fittings
                                             for use with stainless steel tubing
                                             in sizes smaller than 3/4 inch
                                             shall be of the flareless "bite"
                                             type, and fittings for use with
                                             tubing in sizes 3/4 inch and larger
                                             shall be socket weld type
                                             conforming in general design to
                                             ANSI B16.11. Fitting material and
                                             bursting strength shall be
                                             equivalent to the tubing with which
                                             they are used.

                                             Brass fittings shall be used with
                                             ASTM B75 copper tubing, and shall
                                             be of the flareless "bite" type.
                                             Braze joint fittings shall be used
                                             with ASTM B88 Type K copper tubing
                                             and shall be wrought copper,
                                             bronze, or brass, conforming to
                                             ANSI B16.22.

                                     -       DUCTILE OR GRAY IRON FITTINGS.
                                             Fittings for ductile iron pipe
                                             shall conform to AWWA C110.

                                    -        CONCRETE PIPE FITTINGS.  Concrete
                                             pipe fittings shall conform to AWWA
                                             C301, C303 and C308.

                                    Flanged joints shall be in accordance with
                                    the following requirements.

                                    -       FLANGE SELECTION. Flanges mating
                                            with flanges on piping, valves, and
                                            equipment shall be of sizes,
                                            drillings, and facings which match
                                            the connecting flanges of the
                                            piping, valves, and equipment.
                                            Flange class ratings shall be
                                            adequate to meet the design
                                            pressure and temperature values
                                            specified for the piping with which
                                            they are used. Flanges shall be
                                            constructed of materials equivalent
                                            to the pipe with which they are
                                            used.
<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 63 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    -       STEEL FLANGES.  Steel flanges shall
                                            conform to ANSI B16.5.

                                            Steel flanges 2-1/2 inches and
                                            larger except for grooved pipe shall
                                            be of the weld neck or slip-on type
                                            and all steel flanges 2 inches and
                                            smaller shall be of the socket type.
                                            Slip-on flanges shall generally be
                                            used only when the use of weld neck
                                            flanges is impractical. Steel
                                            flanges shall have raised face
                                            flange preparation. Flat face
                                            flanges shall be used to mate with
                                            cast iron, ductile iron, fiberglass
                                            reinforced plastic, polyvinyl
                                            chloride, or bronze flanges.

                                            Carbon steel flanges shall be of
                                            ASTM A105 material. Carbon steel
                                            flanges shall not be used for
                                            temperatures exceeding 750 DEG. F.

                                            Chromium alloy steel and stainless
                                            steel flanges shall conform to ASTM
                                            A182.

                                    -       BRASS AND BRONZE FLANGES. Brass and
                                            bronze screwed companion flanges
                                            shall be plain faced and shall
                                            conform to Class 150 or Class 300
                                            classifications of ANSI B16.24.
                                            Drilling shall be in accordance with
                                            ANSI Class 125 or Class 250
                                            standards.

                                    Compressed fiber gaskets shall be used with
                                    flat face flanges, Class 150 socket weld
                                    flanges, and raised face slip-on flanges.
                                    Spiral wound gaskets shall be used with
                                    raised face flanges, except for Class 150
                                    socket weld flanges and raised face slip-on
                                    flanges. Gaskets containing asbestos are not
                                    acceptable.

                                    Flange bolting shall conform to the
                                    following requirements.

                                    -       Alloy steel bolting shall be used
                                            for joining all steel flanges,
                                            except steel slip-on flanges, with
                                            Class 150 or greater ratings.

                                            Bolting shall conform to the
                                            requirements of ANSI B16.5.

                                            Material for studs shall be ASTM
                                            A193 Grade B16 for piping design
                                            temperatures 750 DEG. F and
                                            above, and Grade B7 for piping
                                            design temperatures less than 750
                                            DEG. F.

                                            Material for nuts shall be ASTM A194
                                            Grade 3 for piping design
                                            temperatures 750 DEG. F and
                                            above, and Grade 2H for piping
                                            design temperatures less than 750
                                            DEG. F.

                                    -       Carbon steel bolting shall be used
                                            for joining all other flanges,
                                            including steel slip-on flanges, and
                                            shall conform to the following.
<PAGE>

--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 64 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                            Bolting shall conform to the
                                            requirements of ANSI B16.1 and ANSI
                                            B16.24.

                                            Bolting for bolt sizes 1-1/2 inches
                                            and larger shall consist of threaded
                                            studs and two nuts. Bolting for bolt
                                            sizes less than 1-1/2 inches may be
                                            threaded studs and nuts or bolts and
                                            nuts.

                                            Bolts and nuts shall be heavy
                                            hexagonal head conforming to ANSI
                                            B18.2.

                                            Materials shall be ASTM A307 Grade
                                            B.

                                    -       Buried bolting shall be cadmium
                                            plated in accordance with ASTM A165
                                            or zinc plated in accordance with
                                            ASTM A153.

                                    Piping unions shall be of the ground joint
                                    type constructed of materials equivalent in
                                    alloy composition and strength to other
                                    fittings in the piping systems in which they
                                    are installed. Union class ratings and end
                                    connections shall be the same as the
                                    fittings in the piping systems in which they
                                    are installed.

                           2.5.9.3  Installation

                                    All piping shall be installed in a neat,
                                    rectangular form, except for piping
                                    specifically designated to be sloped. All
                                    piping shall be installed perpendicular or
                                    parallel to the equipment, structures or
                                    floors.

                                    Piping shall not be installed above, or
                                    within a horizontal distance of 3 feet from
                                    electrical equipment. Piping shall be
                                    installed with a minimum of 7 foot 6 inches
                                    of headroom over passageways and walkways
                                    and 10 feet over maintenance aisles. Routing
                                    shall be selected to avoid interference with
                                    locations of lighting fixtures, electrical
                                    trays, rackways or conduits.

                                    Valves shall be installed in such a manner
                                    that they can be operated from floors or
                                    platforms without the use of ladders. Valves
                                    which are inaccessible from a platform or
                                    floor shall be provided with chain operators
                                    to the nearest platform or floor below the
                                    valve.

                                    Vent and drain piping shall generally be in
                                    accordance with the following criteria:

                                    -       Vent and drain piping through an
                                            isolation valve to the vent or drain
                                            line termination shall be as
                                            described for miscellaneous piping.
<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 65 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    -       Vent connections shall be provided
                                            at all high points in water and oil
                                            piping, and all high points in other
                                            piping including steam lines, which
                                            will be hydrostatically tested.

                                    -       Drain connections shall be provided
                                            at all nondrainable points in steam,
                                            water, and oil piping, and all other
                                            piping which will be hydrostatically
                                            tested.

                                    -       Drain connections shall be provided
                                            at all control valve stations
                                            between the inlet isolation valve
                                            and the control valve.

                                    -       Vent and drain connections shall
                                            normally be provided with isolation
                                            valves. Vents shall normally use
                                            gate or globe valves and drains
                                            shall use gate valves to resist
                                            pluggage, if possible. Vents shall
                                            be provided with screwed caps or
                                            plugs.

                                    -       Vent and drain connections that
                                            require frequent operation or which
                                            may discharge significant quantities
                                            of fluid shall be piped to a
                                            suitable drain. Vent or drain
                                            connections that shall normally
                                            require operation at a time when hot
                                            fluids shall be discharged shall be
                                            piped to a safe termination point
                                            (drain funnel or floor area
                                            discharge).

                                    All equipment, piping and valves of a
                                    temporary nature shall be installed in a
                                    safe and workmanlike manner. This shall
                                    include such lines as temporary vents for
                                    hydrostatic test lines, lube oil flush
                                    lines, and all other temporary lines
                                    required to successfully complete the work.
                                    When the temporary piping is no longer
                                    required, the Contractor-furnished temporary
                                    piping shall be dismantled and removed from
                                    the site.

                                    All piping shall be installed so that
                                    excessive or destructive expansion forces
                                    will not exist either in the cold condition
                                    or under conditions of maximum temperatures.
                                    All bends, expansion joints, and special
                                    fittings necessary to provide proper
                                    expansion shall be furnished.

                                    Piping for instrumentation, including gauge
                                    glasses, condensing reservoirs, and
                                    instrument piping to instrument enclosures
                                    shall be installed and shall be certified by
                                    the Contractor to be in accordance with the
                                    latest requirements of the ASME Code.

                                    Where expansion joints are used, anchors or
                                    tie rods shall be installed as required to
                                    prevent damage from the forces generated by
                                    the fluid pressure in the line. Care must be
                                    taken in installing expansion joint anchors
                                    that full design movement is allowed at all
                                    times from maximum to minimum temperatures.
                                    Expansion joints shall be installed in
                                    accordance with the latest requirements of
                                    the ANSI-ASME Power Piping
<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 66 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    Code B31.1 and in accordance with the
                                    recommendations of the expansion joint
                                    manufacturer.

                                    All necessary flange isolating materials and
                                    insulated bushings, unions and couplings
                                    shall be installed as required to properly
                                    isolate below grade piping from above grade
                                    piping at the combustion turbine generator
                                    units. Bolting at insulated flanges shall
                                    consist of studs and nuts with sufficient
                                    stud length to allow at least one full stud
                                    thread protruding through each nut. Sleeves
                                    shall extend into the insulating washers.
                                    After installation, insulated flanges,
                                    bushings, unions, and couplings shall be
                                    tested to determine that the piping is
                                    properly electrically isolated to the
                                    satisfaction of the Owner.

                                    The Contractor shall electrically isolate
                                    the designated piping from connecting piping
                                    and equipment, reinforcing steel, structural
                                    steel, the station grounding system, and
                                    other buried piping.

                                    The Contractor shall not use permanent plant
                                    equipment for erection, testing, lifting,
                                    support, or other similar activity during
                                    erection unless approved by the Owner.

                                    Flange faces shall be thoroughly cleaned and
                                    faces checked and dressed, if necessary,
                                    before making up joints in the field. Bolts
                                    and/or bolt-studs of the proper size and
                                    length shall be used. Identical bolts and
                                    nuts shall be used on each individual joint.

                                    For threaded joints, clean taper threads
                                    shall be cut on the pipe of proper length
                                    and depth to insure the drawing up of a
                                    pressure-tight joint without the use of
                                    packing materials and without excessive
                                    length of male thread showing outside of the
                                    fitting. Cut and threaded ends shall be
                                    reamed and free of burrs or obstructions.
                                    Teflon tape shall not be used on instrument
                                    air system threaded connections.

                                    Prior to erecting fabricated assemblies, the
                                    Contractor shall inspect all exterior
                                    surfaces and interior surfaces, where
                                    possible, for cleanliness, damage, welding,
                                    and coating. Unsatisfactory fabrication
                                    shall be repaired prior to rigging into
                                    position to minimize erection delays.

                                    After rigging and prior to welding, piping
                                    locations shall be checked for conformity to
                                    design dimensions, equipment location, and
                                    weld or gasket gaps by the Contractor.
                                    Approved welding procedures shall be used
                                    and qualified welders shall perform all
                                    welding operations. The Owner shall have the
                                    authority to halt welding operations, if, in
                                    the opinion of the Owner, the above checks
                                    have not been properly made or documented.

                                    Final connections to equipment and valve
                                    flanges or nozzles shall be accomplished by
                                    adjustment of the piping and supports to
                                    provide
<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 67 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    accurate alignment at these joints without
                                    stressing of the pipe, equipment, or valves.
                                    Springing, heating or bending to align the
                                    connection will not be permitted. Welding or
                                    bolting of connections at equipment shall
                                    require the approval of the Owner prior to
                                    starting of this operation, and record of
                                    such approval shall be maintained by the
                                    Contractor.

                           2.5.9.4  Welding and Joints

                                    Welding procedures, welders, and welding
                                    operators shall be qualified in accordance
                                    with code requirements. Records of the names
                                    of the welders who make each weld shall be
                                    maintained.

                                    Documentation relative to the welder,
                                    welding operator, and procedure
                                    qualification shall be made available at a
                                    location where the work is being performed
                                    and shall be available for audit.

                                    Site facilities shall be provided where all
                                    welders shall perform qualification tests.
                                    The Contractor shall provide for on-site
                                    weld qualifications.

                                    Welding shall be performed using an electric
                                    arc welding process. Only the following
                                    welding processes shall be permitted,
                                    subject to proper code qualification.

                                    -       Shielded metal arc

                                    -       Gas tungsten arc

                                    -       Flux cored arc (except
                                            self-shielded electrodes)

                                    -       Gas metal arc (except
                                            short-circuiting transfer mode)

                                    -       Submerged arc

                                    Field welds in piping systems requiring a
                                    high degree of cleanliness and a relatively
                                    smooth contour at the inside of the welded
                                    joint (Compressed Air, Lube Oil) shall be
                                    made using the gas tungsten arc process for
                                    the first welding pass. The remaining weld
                                    passes shall be made using one of the
                                    processes listed above. All gas tungsten arc
                                    welds shall be made with the addition of
                                    filler metal.

                                    The application of heat to correct weld
                                    distortion and dimensional deviations in
                                    austenitic stainless steels shall be
                                    prohibited.

                                    Preparation of weld ends and fit-up shall be
                                    in accordance with the requirements of PFI
                                    standards. Base metals for butt weld joints
                                    shall be
<PAGE>

--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 68 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    prepared by machining or mechanized oxygen
                                    cutting. In specific instances where the use
                                    of the above equipment is impractical,
                                    permission must be secured if hand oxygen
                                    cutting is to be substituted. All slag and
                                    irregularities shall be removed from oxygen
                                    cut ends and hand cut ends shall be ground
                                    smooth.

                                    Backing rings shall not be used in any
                                    piping system without approval of the Owner.
                                    Backing rings, where allowed by Owner, shall
                                    be of the flat split ring type. The material
                                    of the backing rings shall be compatible
                                    with the composition of the pipe with which
                                    it is used.

                                    Welding preheat and interpass temperature
                                    shall be maintained in accordance with the
                                    requirements of the applicable code.
                                    Electric or gas heat sources which provide a
                                    uniform application of heat over the weld
                                    area shall be used in accordance with ASME
                                    B31.1 Section 1.3.1.

                                    Stress relieving of all welds shall be
                                    performed in accordance with the
                                    requirements of the applicable code. All
                                    welding zones, bends, and hot formed
                                    sections shall be fully stress relieved as
                                    required by the code.

                                    Wherever possible, stress relieving shall be
                                    performed by slowly heating the entire
                                    assembly to the specified temperature,
                                    holding the temperature for the required
                                    length of time, and then allowing the
                                    assembly to cool. Where this procedure is
                                    impractical, local stress relieving may be
                                    employed.

                                    Pipe bending shall be used only when
                                    specifically required or where the use of
                                    elbows is impractical. All bends shall be
                                    smooth, without buckles, and truly circular.
                                    The allowable flattening, as determined by
                                    the difference between the minor and major
                                    axes, shall not be greater than 5 percent of
                                    the nominal diameter. Allowance shall be
                                    made for thinning of the pipe wall in
                                    accordance with the requirements of
                                    Paragraph 102.4.5 of the ASME B31.1 to
                                    assure that minimum wall thickness after
                                    bending is not less than the minimum wall
                                    thickness required.

                                    All lugs, ears, and other attachments for
                                    support of piping shall be welded to the
                                    piping. Attachments for piping systems which
                                    must be stress relieved shall be welded to
                                    the pipe prior to final stress relieving.
                                    Attachments on shop fabricated piping which
                                    must be stress relieved shall be shop welded
                                    to the piping.

                                    BRAZED JOINTS. Brazing shall be accomplished
                                    in accordance with the requirements
                                    specified in ASME B31.1. Brazing filler
                                    metals shall be either silver or
                                    copper-phosphorus alloys. Filler metals
                                    containing phosphorus shall not be used for
                                    brazing steel or nickel base materials.
<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 69 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    FIBERGLASS REINFORCED PLASTIC PIPE JOINTS.
                                    Joints in fiberglass reinforced plastic
                                    piping shall be as required by the
                                    application. All joints shall be made by
                                    certified joiners. Individual joiners shall
                                    be trained and certified by the manufacturer
                                    for the specific pipe brand, type of joint,
                                    and pipe sizes to be used.

                                    PVC PIPE JOINTS. Joints in polyvinyl
                                    chloride (PVC) pressure piping shall be of
                                    the solvent cemented type and shall be
                                    carefully made using methods recommended by
                                    the pipe manufacturer. All joints shall be
                                    seal welded after solvent cementing by using
                                    PVC filler rod and hot air welding equipment
                                    designed for this purpose. The above
                                    requirements do not apply to plumbing,
                                    piping or underground push joint PVC pipe.

                                    HDPE PIPE JOINTS. Joints in High Density
                                    Polyethylene (HDPE) pipe shall be of the
                                    butt fusion weld type and shall be made in
                                    accordance with the manufacturer's
                                    procedures.

                           2.5.9.5  Inspection and Testing

                                    Inspection and testing of piping shall be
                                    performed in accordance with the
                                    requirements of the applicable code, and in
                                    accordance with the following criteria.

                                    Pressure testing of piping assemblies,
                                    including hydrostatic, pneumatic, and
                                    in-service leak testing, shall be performed
                                    on the system assemblies upon the completion
                                    of erection. Shop leak testing of piping
                                    shall not be required. Underground piping to
                                    be tested shall be tested prior to covering
                                    the line, except for underground push joint
                                    piping.

                                    Hydrostatic testing of all piping, except as
                                    otherwise discussed herein or for which a
                                    pneumatic leak test will be provided, shall
                                    be performed with cold water at 1-1/2 times
                                    the design pressure of the piping.

                                    During pipe system pressure tests, large
                                    safety valves shall be gagged. Small safety
                                    and relief valves shall be temporarily
                                    removed and replaced by plugs, caps or blind
                                    flanges. Provision shall be made to limit
                                    the maximum pressure applied during pressure
                                    tests. Increasing the spring compression on
                                    safety valves shall not be permitted. Test
                                    pressure shall be maintained for a
                                    sufficient length of time to permit
                                    inspection of all joints and connections.

                                    Piping that will be hydrostatically tested,
                                    but which would be adversely affected by
                                    rust, shall be tested with
                                    chemically-treated water. After the
                                    completion of testing and acceptance, this
                                    piping shall be dewatered and dried. This
                                    shall generally include high-pressure
                                    (design pressure above 150 psig) compressed
                                    gas piping and other high-pressure systems
                                    requiring a high degree of cleanliness.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 70 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    Pneumatic testing shall be provided for all
                                    pressure piping that should not be subject
                                    to water filling. This shall generally
                                    include the following piping:

                                    -       Lube oil transfer piping

                                    -       Low-pressure (design pressure less
                                            than or equal to 150 psi)
                                            compressed gas piping conveying
                                            carbon dioxide, nitrogen, and
                                            chlorine

                                    -       Station air and control air piping

                                    Lines to be leak tested by pneumatic testing
                                    shall be given an application of a leak
                                    detection fluid which shall reveal the
                                    presence of leaks by an easily visible
                                    means, such as bubble formation. The
                                    pneumatic test pressure shall generally be
                                    limited to 100 psig, with the chemically
                                    treated water hydrostatic test to be
                                    preferred for higher pressure applications.
                                    For pneumatic tests with a code required
                                    test pressure that is above 100 psig, the
                                    piping shall be completely tested at 100
                                    psig before the pressure is elevated to the
                                    final value.

                                    Leak tolerances in control and instrument
                                    piping shall be determined in conformance
                                    with ISA Tentative Recommended Practice
                                    RP-7.1. Instruments shall be protected
                                    against overpressure during testing of
                                    piping.

                                    Nondestructive testing shall generally
                                    include visual, radiographic, magnetic
                                    particle and liquid penetrant, and
                                    ultrasonic examinations. Visual examination
                                    of welds shall be performed by personnel
                                    qualified and certified in accordance with
                                    AWS QC1, Standard for Qualification and
                                    Certification of Welding Inspectors.
                                    Radiographic examination shall be performed
                                    on welds requiring examination under the
                                    code. Magnetic particle and liquid penetrant
                                    examination shall be performed as required
                                    by the applicable code. Ultrasonic tests
                                    shall be performed as required by the
                                    applicable code.

                                    The exterior and interior surfaces of all
                                    piping shall be thoroughly cleaned of all
                                    sand, mill scale, greases, oils, dirt, and
                                    other foreign materials. The interior
                                    surfaces of carbon steel piping if used for
                                    lubricating oil systems shall be pickled.
                                    After drying, a suitable rust preventive
                                    shall be applied to the inside of the pipe.
                                    The rust preventive shall be readily soluble
                                    in oil for oil piping and water soluble for
                                    water and steam piping.

                                    During field assembly, foreign matter shall
                                    be removed from the piping and associated
                                    equipment as the work progresses. Protective
                                    plastic covers shall be placed and
                                    maintained over open piping or equipment

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 71 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    connections to prevent the introduction of
                                    extraneous material. The Contractor shall
                                    make every effort to keep the plastic covers
                                    in tact during construction and shall make
                                    any and all repair necessary to maintain the
                                    plastic covers.

                                    The Contractor shall furnish supervisory
                                    services, all labor, temporary piping and
                                    specialties, special equipment, and
                                    chemicals required to cold flush, and
                                    chemically clean, as required, the piping
                                    systems. The cleaning of the piping systems
                                    is for the purpose of removing oil, grease,
                                    mill scale, and debris as would be found in
                                    a newly erected system.

                                    The Contractor shall submit detailed
                                    procedures to the Owner for approval at an
                                    appropriate time prior to the cleaning
                                    operation.

                                    After approval of hydrostatic tested piping,
                                    the Contractor shall flush until clean the
                                    systems not chemically cleaned with cold
                                    service, demineral- ized or other clean
                                    water. Water for flushing will be supplied
                                    in sufficient quantity and at adequate
                                    pressure (system pumps or other means) to
                                    suit the flushing requirements. Systems
                                    which will operate with air or gas shall be
                                    blown out with dry air or gas.

                                    When the flushing medium is water, the
                                    system shall be flushed until the discharge
                                    is free of turbidity and color. The
                                    Contractor shall provide temporary strainers
                                    to protect all pumps. During flushing
                                    operations, the Contractor shall
                                    periodically remove and clean temporary and
                                    permanent strainers. Should differential
                                    pressures or restricted flow indicate the
                                    presence of a major obstruction in the
                                    system, the Contractor shall dismantle
                                    portions of the system required to locate
                                    and extricate the obstruction. After Owner's
                                    approval of cold flushing, the Contractor
                                    shall remove, clean and replace strainers,
                                    remove the temporary piping and supports,
                                    make up all final connections, and prepare
                                    the systems for operation.

                                    Water used for flushing and cleaning shall
                                    be disposed of in compliance with
                                    environmental permits, state and local
                                    regulations, and with the Owner=s approval.

                                    After completion of cleaning and flushing
                                    procedures, the Contractor shall remove
                                    temporary piping and appurtenances, replace
                                    valve covers using new gaskets, and make
                                    final piping connections and adjustments to
                                    place the piping systems in first-class
                                    operating condition.

                           2.5.9.6  Pipe Supports and Hangers

                                    The term "pipe supports" includes all
                                    assemblies such as hangers, floor stands,
                                    anchors, guides, brackets, sway braces,
                                    vibration dampeners,

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 72 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    positioners, and any supplementary steel
                                    required to attach pipe supports.

                                    All support materials, design, and
                                    construction shall be in accordance with the
                                    latest applicable provisions of ANSI B31.1,
                                    Power Piping.

                                    Support assemblies shall have a minimum
                                    yield strength safety factor of two, and a
                                    minimum ultimate strength safety factor of
                                    four. The safety factor shall be relative to
                                    either the minimum service strength, or the
                                    load, whichever is greater.

                                    Structure attachment components shall be
                                    fastened by welding or bolting. Pipe
                                    supports shall be attached to concrete by
                                    cast-in-place studs or plates. Where it is
                                    not practical to cast studs or plates into
                                    the concrete, anchor bolts with a minimum
                                    pullout safety factor of five shall be used.

                                    Pipe attachments shall generally be pipe
                                    clamps or lugs. Pipe attachments shall be
                                    rigid relative to the piping and insulation
                                    and shall extend sufficiently outside
                                    insulation, if any, to permit free
                                    installation and operation of other support
                                    components. Insulation saddles, securely
                                    attached by welding or bolted clamps, shall
                                    be used where required to prevent damage to
                                    insulation. No welding will be allowed on
                                    lined piping. On piping other than steel or
                                    iron, the piping manufacturer's
                                    recommendations shall be followed.

                                    Turnbuckles shall be provided near the
                                    center of rod assemblies unless the
                                    arrangement provides other means of vertical
                                    adjustment under load. Turnbuckles and other
                                    threaded adjustment components shall be
                                    provided with locknuts.

                                    Except as approved otherwise, spring
                                    assemblies shall be enclosed and shall have
                                    a load and position indicator scale.
                                    Counterweight supports shall not be used.
                                    Spring assemblies which support the pipe by
                                    use of an intermediate rod shall incorporate
                                    an adjustable rod coupling or turnbuckle
                                    with locknut. Spring assemblies shall be
                                    suitable for inside or outside installation.
                                    A field adjustment feature for varying
                                    support effort shall be provided on spring
                                    assemblies. Spring assemblies shall be
                                    provided with a means to lock the springs.
                                    When so locked, the assemblies shall be
                                    capable of carrying any hydrostatic test or
                                    chemical cleaning load. Locking devices for
                                    spring assemblies on steam piping requiring
                                    hydrostatic test shall be attached to the
                                    spring casing by means of pins or chain.
                                    Spring housing shall have nameplates with
                                    permanently stamped markings indicating
                                    their corresponding hanger number.

                                    Support component and materials shall be
                                    suitable for service at the operating
                                    temperature of the pipe to which they are
                                    attached. Where

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 73 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    support components temperature is below
                                    750oF, component material shall be carbon
                                    steel. Where support components temperature
                                    is 750oF to 950oF, components material shall
                                    be chromium-molybdenum alloy steel equal or
                                    better than ASTM A335 P11.

                           2.5.9.7  Valves

                                    Control Valves are specified in Section
                                    2.7.3.7.

                                    Valve pressure classes, sizes, types, body
                                    materials, and end preparations shall
                                    generally be as described herein. Special
                                    features and special application valves
                                    shall be utilized where required. Valves
                                    having butt weld, flanged, socket welded, or
                                    screwed connections shall have ends prepared
                                    in accordance with the applicable ANSI
                                    standards. Steel flanges shall be raised
                                    face type unless otherwise required. Cast
                                    iron and bronze flanges shall be flat faced
                                    type.

                                    Steel body gate, globe, angle, and check
                                    valves shall be designed and constructed in
                                    accordance with ANSI B16.34 as applicable.
                                    Valve bodies and bonnets shall be designed
                                    to support the valve operators (handwheel,
                                    gear, or motor) with the valve in any
                                    position without external support.

                                    STEEL BODY VALVES 2 INCHES AND SMALLER.
                                    Steel body valves 2 inches and smaller will
                                    have forged steel bodies with socket weld
                                    ends. Forged steel valves complying with the
                                    standards and specifications ASME B31.1
                                    shall be used within the manufacturer's
                                    specified pressure temperature ratings. The
                                    use of Class 1500 and 2500 forged steel
                                    valves will be limited in accordance with
                                    the pressure temperature ratings specified
                                    in ANSI B16.34, and the criteria established
                                    in MSS SP-84.

                                    STEEL BODY VALVES 2-1/2 INCHES AND LARGER.
                                    Steel body valves 2-1/2 inch and larger
                                    shall have cast steel bodies with butt weld
                                    ends. The face-to-face and end-to-end
                                    dimensions shall conform ANSI B16.10. The
                                    use of these valves shall be in accordance
                                    with the pressure temperature ratings
                                    specified in ANSI B16.34 as applicable.

                                    Gate, globe and angle valves shall be
                                    provided with back seating construction.
                                    Gate, globe, and angle valves shall be
                                    outside screw and yoke construction. Gate
                                    valves 4 inches and larger shall have
                                    flexible wedge disks. Split disks shall not
                                    be permitted. Valves shall have full size
                                    ports, except where venturi ports are
                                    specifically permitted. The use of valves
                                    with venturi ports shall be limited to
                                    selected large diameter, high-pressure valve
                                    applications.

                                    Check valves used on pump discharge
                                    installations, and on other applications in
                                    which the valves may be subjected to
                                    significant reverse

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 74 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    flow water hammer or fluid surges, shall be
                                    of the non-slam tilting disk type. All other
                                    check valves shall be of the guided piston,
                                    swing disk, or double-disk spring check
                                    type. The use of double-disk spring check
                                    valves shall be limited to 14-inches and
                                    larger cold water services. All check valves
                                    shall be designed for installation in either
                                    horizontal or vertical piping with upward
                                    flow. Stop check valves, where specified,
                                    shall be Y-pattern globe type.

                                    IRON BODY VALVES. Iron body gate, globe, and
                                    check valves shall have iron bodies and
                                    shall be bronze mounted. The face-to-face
                                    dimensions shall be in accordance with ANSI
                                    B16.10. These valves shall have flanged
                                    bonnet joints. Gate and globe valves shall
                                    be of the outside screw and yoke
                                    construction. Body seats shall be of the
                                    renewable type. Gate valves shall be of the
                                    wedge disk type.

                                    BUTTERFLY VALVES. Rubber-seated butterfly
                                    valves shall be generally constructed in
                                    accordance with AWWA C504 Standard for
                                    Rubber-Seated Butterfly Valves. The valves
                                    shall also generally conform to the
                                    requirements of MSS Standard Practice SP-67,
                                    Butterfly Valves. Valves of the wafer or
                                    lugwafer type shall be designed for
                                    installation between two ANSI flanges.
                                    Valves with flanged ends shall be faced and
                                    drilled in accordance with ANSI B16.1. The
                                    selected use of butterfly valves shall be in
                                    accordance with the pressure temperature
                                    ratings specified in AWWA C504and the
                                    pressure temperature ratings specified by
                                    the manufacturer.

                                    BRONZE BODY VALVES. Bronze gate and globe
                                    valve 2 inches and smaller shall have union
                                    bonnet joints and screwed ends. Bronze gate
                                    and glove valves used in control air service
                                    shall have braze joint ends. Gate valves
                                    shall be inside screw, rising stem type with
                                    solid wedge disks. Globe valves shall have
                                    renewable seats and disks.

                                    Bronze check valves 2 inches and smaller
                                    shall be Y-pattern swing disk type or guided
                                    piston type designed for satisfactory
                                    operating in both horizontal piping and
                                    vertical piping with upward flow.

                                    Bronze valves 2-1/2 inches and larger shall
                                    have bolted flange bonnet joints and flanged
                                    ends. Gate and globe valves shall be of the
                                    outside screw rising stem construction. Gate
                                    valves shall have either integral or
                                    renewable seats. Globe valves shall have
                                    renewable seats.

                                    The use of these valves shall be in
                                    accordance with the pressure temperature
                                    ratings specified by the manufacturer and in
                                    accordance with the criteria established in
                                    MSS SP-80. Bronze valves shall generally be
                                    Class 200, and shall be limited to service
                                    with piping systems having design pressures
                                    of 200 psi or less, and design temperatures
                                    of 150 F or less.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 75 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    PLUG VALVES. Plug valves shall be of the
                                    eccentric, lubricated, or Teflon sleeve plug
                                    type, as required by the service. Plug
                                    valves bodies shall conform to the
                                    requirements of ANSI for dimensions,
                                    material thicknesses, and material
                                    specifications. Bonnets shall be of the
                                    bolted flange type. Body ends shall be
                                    flanged, faced, and drilled for installation
                                    between ANSI flanges. The use of these
                                    valves shall be in accordance with the
                                    pressure temperature ratings specified by
                                    the manufacturer.

                                    BALL VALVES. All ball valves shall have full
                                    area ports, Teflon seats and seals, and
                                    chrome plated carbon steel or stainless
                                    steel balls. Ball valve bodies 2 inches and
                                    smaller shall have threaded end connections.
                                    Ball valves 2-1/2 inches and larger shall
                                    have flanged ends. The valves shall not
                                    require lubrication.

                                    DIAPHRAGM VALVES. Diaphragm valves shall be
                                    straightway or weir bodies with flanged ends
                                    faced and drilled for installation between
                                    ANSI flanges.

                                    POLYVINYL CHLORIDE (PVC) AND CHLORINATED
                                    POLYVINYL CHLORIDE (CPVC) VALVES. PVC and
                                    CPVC valves will be constructed entirely
                                    from polyvinyl chloride, chlorinated
                                    polyvinyl chloride, and Teflon. Bodies will
                                    be double entry flanged or true union
                                    screwed type.

                                    VALVE OPERATORS. Valves shall be provided
                                    with manual or automatic operators as
                                    required for the service application and
                                    system control philosophy. Automatic
                                    operators shall be motor, piston, or
                                    diaphragm type. Manual operators shall be
                                    lever, handwheel, or gear type, with the use
                                    of lever operators to be limited to valves
                                    requiring a maximum of 90-degree stem
                                    rotation from full open to full closed
                                    position on valve sizes 6 inches and
                                    smaller. All operators shall be sized to
                                    operate the valve with the valve exposed to
                                    maximum differential pressure. The force
                                    required to manually operate valves shall
                                    not exceed 75 pounds. Isolation valves
                                    installed in areas inaccessible to platforms
                                    shall be furnished with chain wheels. Large
                                    motor operators on small bore piping will
                                    require additional support.

                                    VALVE SPECIAL FEATURES. Valves shall be
                                    provided with locking devices, handwheel
                                    extensions, vacuum service packings, limit
                                    switches, and other special features as
                                    required. Locking devices, when furnished,
                                    shall allow the valve to be locked either
                                    open or closed with a standard padlock.
                                    Limit switches, when furnished, shall be
                                    provided for the open and closed position of
                                    the valve.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 76 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    All valve bonnets for valves potentially
                                    exposed to high temperatures (over 150 F)
                                    shall be provided with internal drains. The
                                    drains shall prevent the bonnets from being
                                    exposed to excessive pressure when the
                                    bonnet is full of water and the valve is
                                    exposed to elevated temperatures.

                                    Valves used for isolation purposes shall be
                                    designed for as tight a shutoff as
                                    practical.

                                    Valves shall not be equipped with bypasses
                                    unless specifically required.

                           2.5.9.8  Specialties

                                    The Contractor shall furnish and install
                                    miscellaneous mechanical specialties
                                    including, but not limited to, the
                                    following:

                                    -       Expansion joints

                                    -       Strainers

                                    -       Safety and relief valves

                                    EXPANSION JOINTS. Expansion joints shall be
                                    suitable for the pressure, temperature and
                                    axial/lateral movements required by the
                                    system design. All joints shall be designed
                                    for full vacuum. End connections, size and
                                    material shall be compatible with adjacent
                                    piping or equipment.

                                    Metal expansion joints shall have stainless
                                    steel bellows and carbon or alloy steel pipe
                                    ends. Bellows shall be ASTM A-316 stainless
                                    steel. Joints shall be supplied with
                                    internal liners, protective outer shrouds
                                    and restraining rods. Metal expansion joints
                                    shall conform with Expansion Joint
                                    Manufacturer's Association (EJMA), ASME, and
                                    ANSI standards.

                                    Rubber expansion joints shall be constructed
                                    of multiple layers of fabric duck
                                    impregnated with rubber and reinforced with
                                    steel as required. Expansion joints shall be
                                    furnished with tie rods. Rubber expansion
                                    joints shall be in accordance with Rubber
                                    Expansion Joint Division of the Fluid
                                    Sealing Association.

                                    STRAINERS. Strainers shall be furnished and
                                    installed based on system requirements. This
                                    shall include all permanent and temporary
                                    start-up strainers. Strainer type, size,
                                    body material and inlet/outlet connections
                                    shall be selected based on system design
                                    requirements. Basket strainers shall be in
                                    accordance with applicable ASME and ANSI
                                    standards. All strainer bodes, except tee
                                    type strainers, shall have tapped and
                                    plugged drain connections.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 77 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    SAFETY AND RELIEF VALVES. Safety and relief
                                    valves shall be provided as required to
                                    protect piping systems and equipment and as
                                    required by code. The valve type and
                                    materials of construction shall be selected
                                    based on system pressure and temperature
                                    requirements. The valves shall be designed
                                    to allow an adjustment range of 10 percent
                                    above and below set pressure. All valves
                                    shall be designed to relieve to atmospheric
                                    pressure unless a back pressure or
                                    differential is required. Relief valve vent
                                    stacks for steam service shall be sized to
                                    prevent blowback and shall be routed
                                    vertically and away from platforms and
                                    walkways for personnel safety.

                  2.5.10   Insulation and Lagging

                           The insulation and lagging to be applied to piping,
                           equipment, and ductwork for the purposes of reducing
                           heat loss, reducing sweating, and personnel
                           protection shall be in accordance with the following
                           criteria.

                           2.5.10.1 Insulation Materials and Installation

                                    Insulation materials shall be inhibited and
                                    of a low halogen content so that the
                                    insulation meets the requirements of
                                    MIL-I-24244 Amendment 3 regarding
                                    stress-corrosion cracking of austenitic
                                    stainless steel. Insulation materials shall
                                    contain no asbestos.

                                    All piping shall be insulated as required to
                                    meet OSHA requirements. All piping operating
                                    above 140oF shall be insulated with calcium
                                    silicate molded insulation, mineral fiber
                                    insulation, or high density fiberglass.

                                    Equipment and ductwork operating at elevated
                                    temperatures shall be insulated with calcium
                                    silicate block or mineral fiber block
                                    insulation.

                                    For equipment operating above 140oF where
                                    retention of heat is not necessary for
                                    proper and efficient operation, insulation
                                    or other measures such as guards will be
                                    provided for personnel protection only.

                                    Mineral fiber block insulation for use on
                                    equipment surfaces shall be in accordance
                                    with ASTM C612, Class 3, and have a density
                                    of 8 to 12 pcf.

                                    Mineral fiber blanket insulation shall not
                                    be used, except for selected applications
                                    for practicality.

                                    Insulating cements shall be mineral fiber
                                    thermal insulating cements and will conform
                                    with ASTM C195.

                                    Antisweat insulation shall be flexible
                                    elastomeric cellular thermal insulation.
                                    Above grade indoor water piping will be
                                    provided with

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 78 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    antisweat insulation. Outdoor antisweat
                                    insulation will be protected with paint
                                    or lagging in accordance with the
                                    manufacturer's recommendations.

                                    Piping and small diameter cylindrical
                                    equipment insulation shall be hollow
                                    cylindrical shapes split in half lengthwise,
                                    or curved segments. Large diameter
                                    cylindrical equipment and other items of
                                    equipment shall be insulated with block or
                                    scored block insulation as required to
                                    obtain a close fit to the contour. Pipe
                                    fittings and accessories shall be insulated
                                    using either molded insulation or by
                                    insulation fabricated from straight pipe
                                    insulation segments.

                                    Weatherproof protective coatings shall be
                                    applied in accordance with the
                                    manufacturer's recommendations.

                                    Insulation shall be securely tied and laced
                                    in place with stainless steel wire. Blocks
                                    shall be reinforced on the exterior face
                                    with expanded metal, if necessary, to
                                    prevent sagging or cutting of insulation by
                                    lacing wire.

                                    Studs used for attachment of insulation
                                    shall be Nelson stainless steel studs in
                                    lengths suitable for the insulation
                                    thickness. Studs shall be spaced on centers
                                    not exceeding 12 inches. Washers for
                                    attachment of lacing wire shall be spaced on
                                    centers not exceeding 18 inches. All block
                                    insulation shall have joints broken and
                                    pointed up with plastic insulation.

                                    Ducts with external stiffeners shall have
                                    insulation installed between the stiffeners,
                                    and a second layers of insulation installed
                                    thereon, so that stiffeners are insulated
                                    and a level surface achieved.

                                    Vertical runs of piping shall utilize
                                    support lugs and collars to prevent slippage
                                    of the insulation.

                           2.5.10.2 Lagging Materials and Installation

                                    All insulated surfaces of equipment,
                                    ductwork, piping, and valves shall be lagged
                                    except for antisweat insulation.

                                    All aluminum lagging shall be stucco pattern
                                    embossed. Ribbed or fluted aluminum lagging
                                    for equipment and ductwork shall be
                                    0.040-inch minimum thickness. Flat aluminum
                                    lagging shall be 0.050-inch minimum
                                    thickness, except in areas where personnel
                                    may walk thereon. In these areas, 0.080-inch
                                    minimum thickness shall be used, unless
                                    steel walkways are provided.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 79 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    Piping lagging shall be stucco embossed
                                    finish sheet aluminum, 0.020-inch minimum
                                    thickness on applications up to 13-inch
                                    outside diameter, and 0.024-inch minimum
                                    thickness on all other applications.

                                    Outdoor lagging shall be installed to secure
                                    a weatherproof installation. Lagging shall
                                    be carefully fabricated and fitted to ensure
                                    a neat appearance. Open ends of all fluted
                                    sections shall be provided with tight
                                    fitting closure pieces.

                                    All areas of contact between dissimilar
                                    metals shall be protected against galvanic
                                    corrosion by a suitable insulating coating.

                                    All lagging on curved surfaces shall be
                                    machine rolled and formed to fit the
                                    insulation curvatures. All joints shall be
                                    lapped a minimum of 2 inches and placed to
                                    shed water.

                                    Removable insulated covers shall be provided
                                    over all equipment manholes. Access doors
                                    through lagging will be provided as
                                    required.

                                    All lagging shall be secured in place using
                                    panhead self-tapping screws, fitted with
                                    neoprene washers. All joints shall be placed
                                    to shed water. On outdoor piping, in
                                    addition to screws, lagging will be secured
                                    by machine attached stainless steel bands
                                    spaced on not greater than 24-inch centers.

                                    Top horizontal surfaces of designated ducts
                                    and designated areas on equipment shall
                                    generally be provided with a system of
                                    walkways to prevent damage to the lagging
                                    during operation and maintenance. Walkways
                                    generally shall be constructed of grating
                                    and shall be supported directly from the
                                    duct or equipment with specially designed
                                    support lugs on not greater than 24-inch
                                    centers. Support lugs shall be attached to
                                    the ducts or equipment prior to placement of
                                    insulation and lagging. Grating shall be
                                    attached to the support lugs with flathead
                                    countersunk screws.

                  2.5.11   Heating, Ventilation and Air Conditioning (HVAC)

                           This section covers the design, furnishing,
                           installation, testing and balancing of air
                           conditioning, heating and ventilation equipment,
                           systems and accessories for the plant. The HVAC
                           systems shall include, but not be limited to, the
                           following:

                           -        The control room and electronics/computer
                                    room shall be heated, cooled and ventilated
                                    by a duct system with two, 100 percent
                                    redundant packaged air handling units.


<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 80 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                           -        All offices, restrooms, locker rooms,
                                    reception area, lunchroom, conference room
                                    and electrical and instrument shop shall be
                                    heated, cooled and ventilated with packaged
                                    air handling unit(s).

                           -        The motor control center (MCC) room,
                                    switchgear room, and other electrical
                                    equipment rooms shall be ventilated by duct
                                    work and fans and heated with unit heaters
                                    as required to maintain the design
                                    temperatures.

                           -        The maintenance shop shall be ventilated
                                    with ductwork and fan system. Unit heaters
                                    shall be installed to maintain minimum
                                    temperature.

                           -        Exhaust fans shall be provided in restrooms,
                                    locker rooms, and battery room.

                           All equipment, material, design, fabrication,
                           erection, start-up and testing shall conform to
                           applicable local building codes and the following
                           industry codes and standards.

                           -        American Society of Heating, Refrigeration
                                    and Air Conditioning Engineer (ASHRAE)

                           -        Air Moving and Conditioning Association
                                    (AMCA)

                           -        Air Filter Institute (AFI)

                           -        Air Diffusion Council (ADC)

                           -        Sheet Metal and Air Conditioning Contractors
                                    National Association (SMACNA)

                           -        ASME, ANSI, ASTM, NEMA, NFPA and OSHA.

                           The various HVAC systems shall be designed for the
                           following conditions:

                           -        Ambient Air Design Conditions:

                                    Summer:          95 DEG.F DB, 78 DEG.F WB
                                    Winter:          18 DEG.F DB, 15 DEG.F WB

                           -        Building Design Conditions (Indoors):
<TABLE>
<CAPTION>
                                                                 SUMMER             WINTER
                                                                 ------             ------
                                   <S>                          <C>                <C>
                                    Control/Electronic Rooms     78 DEG.F           70 DEG.F
                                    Office Area                  78 DEG.F           70 DEG.F
                                    Conference/Lunch Rooms       78 DEG.F           70 DEG.F
                                    Electrical/I&C Maint. Shop   78 DEG.F           70 DEG.F
                                    Water Treatment Bldg         104 DEG.F          50 DEG.F

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 81 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                                    Maintenance Shop             104 DEG.F          50 DEG.F
                                    MCC/Switchgear Rooms         104 DEG.F          50 DEG.F
                                    Warehouse                    104 DEG.F          50 DEG.F
</TABLE>
                           -        The relative humidity shall not exceed 60%
                                    in the control/electronic rooms, office
                                    area, locker rooms, restrooms, lunch room,
                                    Conference room, laboratory and electrical
                                    I&C maintenance shop.

                           Ductwork shall be constructed of galvanized sheet
                           steel and in accordance with SMACNA standards.

                           Plenums, ducts, equipment shall be acoustically lined
                           internally to prevent noise transmission. The liner
                           shall be semi-rigid fiberglass with high density
                           matte faced fire resistant coating.

                           Dampers shall be provided to permit balancing of the
                           systems, prevent back drafts and fire rated
                           isolations in walls and floors. All fire dampers
                           shall comply with NFPA 90A and local regulations and
                           shall carry UL label. Ceiling diffusers and return
                           air grilles in finished areas shall be lay-in type.

                           A complete system of automatic temperature control
                           hardware, thermostats, valves, dampers and associated
                           controls shall be provided for each system.
                           Thermostats and control switches shall be installed
                           in readily accessible locations.

                           The Contractor shall have the HVAC systems checked
                           and tested by an independent agency specializing in
                           balancing and testing HVAC systems.

                           Ventilation inlet areas to the water treatment
                           building, boiler feed pump building(s), maintenance
                           shop, MCC/switchgear room(s), and warehouse shall
                           have removable and cleanable 3 micron filters.

                  2.5.12   Plumbing

                           This section covers the design, furnishing of
                           equipment and materials, installation, testing and
                           placing into service of plumbing systems for the
                           project. This shall include, but not be limited to,
                           the following:

                           -        Plumbing fixtures, equipment, piping,
                                    fittings and hardware for restrooms, locker
                                    rooms, sanitary facilities and potable water
                                    system

                           -        Hot water heater

                           -        Electric water coolers

                           -        Piping, fittings and hardware for chemical
                                    waste system

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 82 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                           -        Piping, fittings and hardware for roof and
                                    floor drain systems

                           -        Emergency shower and eye wash stations

                           -        Backflow preventers and water meters

                           -        Wall hydrants and hose bibbs

                           All equipment, material, design, installation,
                           testing and placing into service shall comply with
                           applicable plumbing and building codes and industry
                           codes and standards such as ASME, ANSI, ASTM, OSHA
                           and NFPA.

                           All restroom, locker room, lunch room and other
                           sanitary wastes will flow to a septic field in
                           conformance with local regulations.

                           Plant roof drains shall carry water to the storm
                           water drainage system.

                           Plant floor drains, trench drains and equipment
                           drains shall discharge to the plant waste water sump.
                           The waste water shall be pumped to the Plant
                           retention basin.

                           Emergency shower and eyewash stations shall, as a
                           minimum, be installed at the following locations:

                           -  Battery Room

                           Back flow preventers and water meters for incoming
                           raw water shall be furnished and installed per the
                           requirements of the Heard County Water Authority.

                           Pipe and fittings in accordance with code
                           requirements, shall be installed for sanitary and
                           waste water systems. PVC or ABS piping may be used
                           for above ground vents and drains where permitted by
                           code. Miscellaneous equipment drains shall be
                           provided with galvanized or stainless steel metal
                           funnels fabricated to fit the bell and accommodate
                           drain lines from nearby equipment.

                           Potable water piping shall be Type L or K hard copper
                           with lead free solder joints. Fittings shall be
                           either wrought copper or cast brass.

                           Chemical waste drain piping shall be polyvinyl
                           chloride or fiberglass reinforced plastic as required
                           by application and allowed by code.

                           The potable water system shall be hydrostatically
                           tested, flushed and disinfected per code
                           requirements.

                           All waste drain piping shall be leak tested.

                  2.5.13   Sampling System

<PAGE>

--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 83 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                           This section covers the engineering, design,
                           manufacture and installation of a sampling system of
                           local grab samples for the project.

                           The sampling system will extract samples from
                           selected points to enable a chemist to perform
                           specific analysis.

                           Manual grab sample points shall be provided on
                           demineralized water, waste drains, fuel oil and raw
                           water.


<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 84 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



2.6      ELECTRICAL

                  2.6.1    General Requirements

                           The Contractor shall furnish all engineering, design,
                           labor, materials, equipment, and construction
                           services required to provide a totally functional
                           electrical system associated with the project. The
                           work shall comply with applicable codes and standards
                           including, but not necessarily limited to, the
                           following:

                           -        State and local codes, laws, ordinances,
                                    rules and regulations

                           -        Underwriters' Laboratories (UL)

                           -        Factory Mutual System (FM)

                           -        Institute of Electrical and Electronic
                                    Engineers (IEEE)

                           -        National Electrical Manufacturer's
                                    Association (NEMA)

                           -        National Fire Protection Association (NFPA)

                           -        American National Standards Institute (ANSI)

                           -        American Society for Testing and Materials
                                    (ASTM)

                           -        Insulated Cable Engineers Association (ICEA)

                           -        Illuminating Engineering Society of North
                                    America (IES)

                           -        Instrument Society of America (ISA)

                           -        Lightning Protection Institute (LPI)

                           -        Occupational, Health and Safety
                                    Administration (OSHA)

                           In case of conflict or disagreement between codes and
                           standards, the more stringent conditions shall
                           govern.

                           Area classifications shall be in accordance with NEC
                           Articles 500, 501, 502 and 503. Enclosures for use
                           with electrical equipment shall be as follows:

                           -        NEMA 12 for use in unclassified indoor
                                    locations,

                           -        NEMA 3R for use with HVAC equipment in wet
                                    outdoor locations,

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 85 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                           -        NEMA 4 for use in wet indoor and outdoor
                                    locations except for outdoor HVAC
                                    equipment,

                           -        NEMA 4X for use in all corrosive locations,

                           -        NEMA 7 for use in all Class I, Division 1 or
                                    2, Group A, B, C or D locations unless other
                                    enclosures are approved and UL-listed for
                                    the application, and

                           -        NEMA 9 for use in all Class II, Division 1
                                    or 2, Group E, F or G and Class III,
                                    Division 1 or 2 locations.

                           Where UL test procedures have been established for
                           the product type, electrical equipment shall be
                           UL-approved and shall be provided with the UL label.

                           The manufacturer's standard factory-applied paint
                           coating system(s) shall be provided on all electrical
                           equipment. Interiors of panelboards, motor control
                           centers, relay panels, control panels, etc., shall be
                           either white or light gray.

                           Electrical equipment shall be provided with
                           nameplates, appropriate warning signs, and equipment
                           identification tags.

                           Equipment shall be installed so it is readily
                           accessible for operation and maintenance. Equipment
                           shall not be blocked or concealed. Do not install
                           electrical equipment such that it interferes with
                           normal maintenance requirements of other equipment.

                           Outdoor wall-mounted equipment and indoor equipment
                           mounted on earth or water bearing walls shall be
                           provided with corrosion resistant spacers to maintain
                           1/4 inch separation between equipment and wall.

                           All openings into outdoor equipment shall be screened
                           or sealed to prevent the entrance of rodents or
                           insects.

                           Concrete foundations or pads shall be provided for
                           all free-standing electrical equipment not provided
                           as an integral part of a factory-engineered and
                           fabricated skid or module. Floor-mounted equipment
                           shall be mounted on four-inch to six-inch raised
                           concrete housekeeping pads.

                           Warning tape shall be placed in the trench directly
                           over duct banks, direct-buried conduit and
                           direct-buried wire and cable.

                           After installation, all equipment shall be tested as
                           recommended by the manufacturer or as required by
                           code. A ground-fault performance test shall be
                           performed as required by NEC Article 230-95(c). All
                           adjustable protective devices shall be set as
                           recommended by the Contractor=s System Coordination
                           Study. Ground continuity shall be verified for all
                           systems and equipment.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 86 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                           All surfaces shall be cleaned of dirt and debris.
                           Touch-up paint shall be applied to all painted
                           equipment. The interior of all enclosures shall be
                           thoroughly vacuumed to remove dirt and debris.

                           Each electrical system shall be designed for maximum
                           economy consistent with reliability of service,
                           safety of personnel and equipment, ease of operation
                           and maintenance, and high efficiency.

                           Insulation levels, continuous and short circuit
                           current capabilities, protective relay schemes and
                           mechanical strengths of all equipment shall be
                           selected and coordinated in accordance with good
                           utility and engineering practice.

                  2.6.2    Power Transformers

                           This section covers the engineering, design,
                           fabrication, delivery and installation of main power
                           transformers (MPT) and auxiliary power transformers
                           (APT), as shown on the electrical one-line,
                           Attachment I.

                           The transformers shall be of the outdoor,
                           oil-filled, self and forced air-cooled type dual
                           55/65 DEG. C rating with supplementary fan
                           cooling. As an alternate to the 4.16kV-480/277 V
                           oil-filled transformers, the Contractor may
                           utilize an open, dry-type power transformer. The
                           main step-up transformers shall be rated such
                           that the top 55 DEG. C rating shall match the
                           turbine-generator output at 30 DEG. C ambient
                           and 0.85 power factor.

                           Angular displacement of voltages shall be standard as
                           defined by ANSI C57.12.00, Section 7.2. Note that
                           bushing numbering may or may not be in accordance
                           with ANSI C57.12.70.

                           The audible sound level of each transformer shall not
                           exceed 85 dBA at three feet when the transformer is
                           operating at no load, rated tap voltage and rated
                           frequency in accordance with ANSI C57.12.90.

                           Oil inside the transformer tank shall be isolated
                           from atmosphere by means of a positive pressure
                           inert gas system or an elevated expansion tank
                           with enclosed air cell. The system shall be
                           suitable for operation over an ambient
                           temperature range of minus 37 DEG. C to plus 40
                           DEG. C. All transformer oil shall conform to the
                           requirements of ASTM D 3487-82a and ANSI C
                           57.106. The oil shall be high grade and have no
                           detectable or measurable amounts of inorganic
                           acids, alkalines, corrosive sulfurs or PCB's.

                           Impedances shall be as required by the Contractor to
                           satisfy electrical equipment fault ratings and comply
                           with voltage limitations during motor starting and
                           normal operation. The impedance and the base rating
                           shall be clearly stated on the nameplate.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 87 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                           The transformer parts shall be adequately sized,
                           insulated and braced to meet the short circuit
                           requirements of ANSI/IEEE Standard C57.12.00 and to
                           withstand the short circuit test code as defined in
                           ANSI/IEEE Standard C57.12.90. The transformer shall
                           be capable of withstanding, without injury, the
                           mechanical and thermal stresses caused by faults with
                           110% rated voltage maintained across the terminals of
                           the HV winding and zero external transformer
                           impedance used in calculating the short circuit
                           current; the transformer impedance used shall be the
                           minimum within tolerances. The thermal time duration
                           shall be in accordance with ANSI C57.12.00, Sections
                           10.1.1 and 10.4.

                           The transformers shall have a high voltage tap
                           changer suitable for operation from ground level when
                           the transformers are deenergized. Four full load taps
                           of two, 22% above and two, 22% below the transformer
                           nominal kV rating shall be provided. The tap changer
                           handle shall have provisions for padlocking, and
                           visible indication of tap position shall be provided.

                           All control devices and appurtenances for the
                           transformers shall be provided as required and in
                           accordance with the specification and shall meet the
                           requirements of NEMA ICS1 and 2. Additional alarms,
                           auxiliary contacts, and control devices deemed
                           necessary or desirable shall be recommended by
                           Contractor.

                           All alarms, contacts and control devices shall be
                           completely connected, and all wiring shall be
                           connected with closed-ring type terminal lugs to
                           terminal blocks located in the control cabinet.
                           Terminal blocks shall be plainly marked to identify
                           all connections.

                           All terminal blocks shall be designed to accommodate
                           control cable of at least size No. 10 AWG and shall
                           be provided with washer head screws to accept
                           closed-ring type lugs. All wires shall be identified
                           at the terminal blocks. All wiring external to the
                           control cabinet shall be installed in a weatherproof
                           rigid metallic conduit system.

                           Two grounding pads shall be furnished, located
                           diagonally opposite on the transformer case of frame.
                           Grounding pads shall be made of copper-faced steel or
                           stainless steel without copper facing (NEMA 2-hole
                           flat pad). The Contractor shall provide and connect
                           copper ground cable from the transformer ground pad
                           to the plant ground system.

                           The transformer base shall be designed for skidding
                           or rolling in a direction parallel to either
                           centerline.

                           As far as practicable, gaskets below the oil level
                           shall be eliminated unless isolating valves are
                           provided to permit replacement of gaskets during
                           operation.

                           The tank shall have a welded cover, be suitable for
                           vacuum filling in the field, and be equipped with
                           lugs for lifting the complete transformer. One or
                           more

<PAGE>

--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 88 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                           manholes shall be provided in the cover. The
                           transformer shall be provided with jacking lugs with
                           13-inch minimum lift.

                           A single core-grounding connection shall be provided
                           for a core-form transformer. The connection shall be
                           made to a core-grounding bushing on the tank cover at
                           a location accessible through a manhole and shall be
                           removable for test purposes.

                           The following accessory equipment shall be provided:

                            1.      Detachable radiator coolers with valves,
                                    drain, and vent plugs. The transformer
                                    cooling equipment shall be designed and
                                    arranged to allow individual radiators to be
                                    removed from the transformer without
                                    removing the transformer from service or
                                    draining oil from any other transformer
                                    component.

                            2.      Hot spot resistance temperature detector for
                                    use with the Owner's remote instrumentation.
                                    The RTD shall be a 100 ohm platinum-type
                                    (MPT only).

                            3.      Fault pressure relay (MPT only).

                            4.      Provisions only for gas detection equipment.

                            5.      Cover-mounted pressure relief device with
                                    target visible from ground.

                            6.      Tank-mounted, station-type lightning
                                    arresters on the HV side with a discharge
                                    counter (MPT only).

                            7.      Oil level gauge.

                            8.      Top oil thermometer.

                            9.      If required by design, high voltage bushing
                                    capacitive potential devices (MPT only).

                           10.      Pressure-vacuum bleeder.

                           11.      Pressure-vacuum gauge with maximum pressure
                                    reading between 60 and 100% full scale.

                           12.      Upper and lower filter connection.

                           13.      Drain valve.

                           14.      Oil sampling valve.

                                    Note: If drain and sampling valves are
                                    furnished combined in one unit, the sampling
                                    device shall be on the discharge side of the
                                    main valve and

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 89 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                    a pipe plug for the valve shall be
                                    furnished. The drain valve shall have a
                                    two-inch diameter.

                           15.      Pressure test and gas sampling valve.

                           16.      Vacuum connection.

                           17.      Ungrounded alarm contacts for the following
                                    (MPT only):

                                    a.      high oil temperature
                                    b.      pressure relief device
                                    c.      fault pressure relay
                                    d.      hot spot temperature

                           All control cabinets shall be weatherproof,
                           fabricated of steel plate of sufficient thickness to
                           prevent warping or buckling and shall have drip-proof
                           hoods. All doors shall be vertically hinged and
                           arranged to permit ready access to the inside of the
                           control cabinet. Bracing shall be provided for
                           cabinet and doors, as required, and devices shall be
                           included to secure doors in the full open position.
                           Should design of cabinets be such that door width in
                           excess of 30 inches is required, double doors shall
                           be provided and the doors shall be hinged for center
                           opening. All doors shall have latches for the closed
                           position and shall include provisions for attaching
                           padlocks. Control cabinets shall be easily accessible
                           from the ground level. A removable plate shall be
                           provided in the bottom of each control cabinet to
                           permit field drilling and installation of control
                           system conduits. Where two doors are used, a seal
                           shall be provided at the door interface.

                           The transformer control cabinets shall be equipped
                           with a heater. The heater shall be automatically
                           controlled by an adjustable temperature device set to
                           maintain the cabinet temperature above the dew point.
                           A manual control switch shall be provided to activate
                           and deactivate the space heater. The voltage rating
                           of the heaters shall be at least twice its operating
                           voltage of 120 V ac, single phase.

                           Terminal bushings shall meet the requirements of IEEE
                           21 and IEEE 24.

                           All bushing current transformers shall meet the
                           requirements of ANSI C57.13.

                           Fire walls shall be provided to isolate each main
                           transformer and auxiliary transformer from nearby
                           equipment and buildings.

                  2.6.3    Dry-Type Transformers

                           This section covers the furnishing and installation
                           of dry-type transformers required for distribution
                           power throughout the plant.

<PAGE>
--------------------------------------------------------------------------------
                                                                 EPC - Exhibit B
           TENASKA GEORGIA GENERATION PROJECT                    ---------------
                                                                 Page 90 of 132
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                           The transformers shall be indoor, ventilated or
                           non-ventilated, air-cooled, two winding-type
                           transformers with a voltage rating of 480V-208/120V,
                           delta/wye, 60 hertz. The kVA rating shall be as
                           required by the Contractor's design.

                           Transformers shall meet or exceed ANSI C89.2 and NEMA
                           20 requirements.

                           Taps for the transformers shall be as follows:

                           -        1 PH, 25 kVA and below.  Two, 2% FCAN and
                                    two, 2 percent FCBN.

                           -        3 PH, 30 kVA and below.  Two, 2 percent
                                    FCAN and two, 2 percent FCBN.

                           -        3 PH, 3 kVA and below.  Two, 2 percent
                                    FCAN and four, 2 percent FCBN.

                  2.6.4    Switchgear

                           This section covers the engineering, design,
                           manufacture, installation and testing of 4160 volt
                           and 480 volt switchgear as required for the project.
                           The 4160 volt switchgear is to deliver power to the
                           4000 volt motor and 480 volt auxiliary power system.
                           The 480 volt switchgear shall deliver power to large
                           460 volt motors and 480 volt motor control centers.

                           All equipment furnished shall conform to applicable
                           standards of IEEE, NEMA, ANSI and OSHA. The
                           switchgear shall be UL-labeled.

                           The switchgear shall be designed for use on 4160 volt
                           or 480 volt, three phase, 60 hertz, three wire,
                           resistance grounded systems. Grounding may be
                           provided through a grounding transformer.

                           Switchgear shall be housed in suitable enclosures for
                           indoor service and of the metal-clad, drawout type.
                           Switchgear may be located in weather tight,
                           walk-through, outdoor enclosures. The arrangement of
                           breakers and starters shall be determined by the
                           Contractor.

                           All switchgear shall have interrupting and bus
                           bracing ratings that are adequate to withstand the
                           worst case fault conditions.

                           The spaces above switchgear and motor control centers
                           shall be kept free of piping to avoid contaminants
                           from entering the housings in the event of leaks.

                           At least one equipped spare breaker of maximum rating
                           shall be provided for each 4160V switchgear lineup,
                           and at least one spare feeder breaker and one
                           equipped spare shall be provided for each 480V SUS
                           lineup.


<PAGE>

--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 91 of 132
--------------------------------------------------------------------------------


                           Sufficient space shall be provided to allow easy
                           withdrawal of breakers for operation or maintenance.
                           Doors for equipment rooms shall be sized for the
                           largest piece of equipment to pass through.

                           All multiple breaker metal-clad switchgear assemblies
                           shall consist of vertical sections mounted
                           side-by-side and connected mechanically and
                           electrically together. Each vertical section shall
                           consist of separate compartments where all live parts
                           are completely enclosed within grounded metal
                           barriers. The switchgear assembly shall be suitable
                           for bolting to the switchgear room floor.

                           Each vertical section shall be of rigid
                           self-supporting steel of welded construction. Access
                           to high voltage equipment compartments shall be
                           provided by bolted-on metal covers. Hinged panels
                           shall enclose the front of the vertical section.
                           Panels shall be used to mount relays and instruments
                           and also serve to cover the circuit breaker
                           compartment. When it is not possible to install all
                           of the equipment in a breaker unit housing, an
                           auxiliary unit shall be furnished. The auxiliary unit
                           shall have no provision for accepting a circuit
                           breaker and shall be used to house equipment such as
                           potential transformers, lightning arresters, control
                           power transformers, etc., as required.

                           The circuit breaker compartment shall house a
                           removable circuit breaker element and include primary
                           and secondary disconnecting contacts. The stationary
                           primary disconnecting contacts shall be electroplated
                           copper and recessed within insulated supports.
                           Automatic safety shutters shall cover the stationary
                           primary disconnecting contacts when the breaker
                           element is withdrawn from the connected position.

                           The instrument compartment shall have a hinged panel
                           for mounting instruments, control and protective
                           devices. Terminal blocks, fuse blocks and some
                           control devices shall be mounted inside the enclosure
                           on the side sheets. The hinged panel shall have
                           doorstops to hold the panel in the open position.
                           Strong hinges of the disappearing or internal type
                           shall be used in sufficient number per panel to
                           ensure freedom from sagging, binding, or general
                           distortion of door or hinged parts. Opening of
                           adjacent hinged panels to any position shall not
                           cause shorting or grounding of electric terminals or
                           damage to panel-mounted equipment.

                           The main buses shall be enclosed in a metal
                           compartment with removable front and back covers to
                           provide accessibility. The bus compartment shall be
                           designed to permit future extension of the bus.

                           The cable termination compartments shall have two
                           side panels bolted to the rear of breaker compartment
                           along with a roof cover and rear sheet. The rear
                           sheet shall be bolted to the frame and be easily
                           removed by removing the bolts. The compartment shall
                           be suitable for line termination by nonsegregated
                           phase bus or solderless-type cable connectors.
                           Insulating clamps shall be furnished to separate the
                           cables for solderless-type connectors.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 92 of 132
--------------------------------------------------------------------------------

                           The auxiliary compartment shall be used to mount
                           current transformers, potential transformers with
                           associated primary fuses, surge arresters, control
                           power transformers, etc. Where rollout trays are
                           provided to mount potential or control power
                           transformers, the movable carriage shall be equipped
                           with primary and secondary disconnecting devices,
                           grounding and a safety barrier. Auxiliary
                           compartments shall be furnished when all auxiliary
                           equipment cannot be accommodated in the breaker unit.

                           The circuit breakers shall be a removable
                           air-magnetic or vacuum-type circuit breaker element.
                           Breakers of the same rating shall be interchangeable
                           and of standard drawout design.

                           The breakers shall be operated by motor-charged,
                           spring-type stored energy mechanism. The electric
                           motor shall be rated at 125 V dc.

                           The circuit breaker shall be furnished with
                           mechanical indicators for:

                           1.       Positive indication of the breaker open or
                                    closed position, and

                           2.       Breaker closing spring, charged or
                                    discharged.

                           The stored energy closing springs shall be suitable
                           for manual as well as electrical charging, and a
                           front-operated manual spring charging handle shall be
                           furnished for emergency charging.

                           Trip and close levers for manual operation shall be
                           furnished on the circuit breaker element.

                           All secondary contact surfaces and the main contact
                           surfaces of all air magnetic-type circuit breakers
                           shall be silver-plated and be designed and fabricated
                           to be self-aligning and to resist burning and
                           deterioration. No breakers shall be forced cooled.

                  2.6.5    Motor Control Centers

                           This section covers the engineering, design,
                           manufacture, installation and testing of indoor motor
                           control centers. The motor control centers shall
                           supply the 480 volt station auxiliary loads. The
                           equipment shall be suitable for operation on a
                           480/277 volt, three-phase, 60 hertz, grounded
                           service.

                           Motor control centers shall conform to the
                           requirements of UL 845, NEMA ICS1, NEMA ICS2, NEMA
                           ICS4, and NEMA ICS6.

                           Each Motor Control Center shall consist of one or
                           more vertical sections and shall be designed to
                           permit future additions, changes, or regrouping. As a
                           minimum, one equipped spare space for a size 2
                           starter shall be provided for each vertical section.
                           In addition, one spare combination starter of each
                           size and

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 93 of 132
--------------------------------------------------------------------------------

                           type less than size 5 shall be supplied in each Motor
                           Control Center. The Motor Control Center assembly
                           shall be of a nonventilating type. All enclosure
                           vertical sections shall be mounted on continuous
                           front and back channel iron sills and bolted firmly
                           together to form a rigid, freestanding, dead-front,
                           completely enclosed, front line assembly.

                           Vertical sections shall be formed of manufacturer's
                           standard gauge sheet steel with uniform, blemish-free
                           surfaces. Each vertical section may contain a maximum
                           of six unit compartments. End sections shall have
                           removable end closing plates, and provisions shall be
                           provided for access to horizontal bus and horizontal
                           wireways. Easily removable blank hinged doors shall
                           cover all unused unit spaces. Bolted covers shall be
                           furnished on the rear of the section. The vertical
                           bus and its insulation in the rear section shall be
                           covered with sheet metal plates suitable for mounting
                           control and other devices.

                           Conduit entrance space and wire entry room greater or
                           equal to cross-sectional area of vertical wireways
                           shall be provided at both the top and bottom of each
                           section. Top and bottom horizontal wireways with full
                           length continuity shall be provided. Wireways shall
                           be isolated from the bus bars by barriers.

                           A vertical wireway shall extend from the top
                           horizontal wireway to the bottom horizontal wireway
                           for the purpose of routing cables to control units.
                           The wireway shall be isolated from all units and the
                           bus bars to guard against accidental contact. A
                           separate hinged door shall cover the vertical wireway
                           for easy and safe access to wiring without disturbing
                           control units. The vertical wireway shall be greater
                           than a 24 square inch cross sectional area. The
                           vertical wireway shall have one hole, two inches or
                           larger per unit compartment, for cables from the rear
                           of the section to unit compartments. Hole edges shall
                           be suitably covered to safeguard against injury to
                           cables.

                           Each unit compartment shall have a front door,
                           securely mounted with rugged hinges which allow the
                           door to swing open to facilitate maintenance. Unit
                           doors shall be fastened to the stationary structure
                           so they may be closed to cover the unit space when
                           the units have been temporarily removed. A panel for
                           any required pilot devices shall be attached to the
                           control unit, not the unit compartment door. Panels
                           for pilot devices shall be furnished even when pilot
                           devices are not originally specified for control
                           units. Motor starting and feeder tap unit doors shall
                           be interlocked mechanically with the unit disconnect
                           device to prevent unintentional opening of the door
                           while energized and unintentional application of
                           power while the door is open. Means shall be provided
                           for releasing the interlock for intentional operation
                           while the door is open. Provision shall be made to
                           lock the disconnect device in the OFF position with
                           two separate padlocks. The unit disconnect operating
                           switch shall not be mounted on the unit door. The
                           disconnect switch shall indicate ON, OFF, and
                           automatic trip position with the door open or closed.
                           Means shall be provided for padlocking the unit in
                           the partially withdrawn and disconnected positions.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 94 of 132
--------------------------------------------------------------------------------


                           Each plug-in unit shall be supported and guided so
                           that unit installation is easily accomplished.
                           Support and guidance devices shall be easily
                           transferred from one location to another to
                           facilitate rearrangement of the Motor Control Center.
                           Each unit shall be isolated from the bus compartment,
                           wireways, and adjacent unit compartments by grounded
                           sheet metal barriers. Hand holds shall be provided on
                           each unit to facilitate installation and removal.
                           Wireway holes shall be grommeted.

                           A continuous main three-conductor copper horizontal
                           bus shall be provided over the full length of the
                           control center. Buses shall be mounted edgewise and
                           supported on insulated bus supports. Front removable
                           or sliding barriers shall be provided to prevent
                           accidental contact with the horizontal bus. Bus bars,
                           removable top plate, and all bolted connections shall
                           be accessible from the front of each vertical
                           section.

                           The main horizontal bus and vertical bus rating shall
                           be minimum 600 amp and 300 amp rms continuous,
                           respectively. All buses shall be braced for an rms
                           symmetrical interrupting current consistent with the
                           electrical system design (e.g. 25,000 or 42,000
                           amps).

                           A continuous copper ground bus capable of carrying
                           short circuit current shall be rigidly bolted to the
                           structure across the full length of the Motor Control
                           Center. Equipment requiring grounding shall be
                           connected to the ground bus.

                           Motor Control Centers shall be Class 1, Type B.
                           Wiring between front unit compartments and
                           rear-mounted equipment shall be done by the equipment
                           supplier.

                           All power wiring insulation shall be 90 DEG. C
                           thermosetting material, shall be non-propagating and
                           fire-resistant, and shall meet test requirements of
                           NEMA WC-3, Part 6. Minimum wire size shall be No. 12
                           AWG for power cables and No. 14 AWG for control
                           cables. Wire ties shall be furnished in vertical wire
                           troughs to group and securely hold wires in place.

                           A sufficient number of terminal blocks (TB) shall be
                           installed to provide no less than 20 percent unused
                           terminal points for Owner's use, distributed
                           throughout the Motor Control Center. All connections
                           to internal equipment shall be made on one side of
                           the TB, and not more than two wires shall be
                           connected under a single terminal.

                           A combination motor control unit shall consist of an
                           external disconnect that operates a molded-case
                           circuit breaker and a magnetic starter. They shall be
                           any of the following types: (a) full voltage,
                           non-reversing, (b) full voltage reversing, or (c)
                           full voltage, two-speed, one-winding.

                           Feeder tap units shall be used principally for
                           non-motor loads. They shall consist of molded-case
                           circuit breakers. Feeder tap units shall have an
                           interrupting or

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 95 of 132
--------------------------------------------------------------------------------


                           short circuit rating which equals or exceeds
                           available short circuit current at the horizontal
                           main bus.

                           Circuit breakers of the same frame size shall be
                           physically interchangeable.

                           The Contractor shall select appropriate heater sizes
                           and furnish heater selection tables and time current
                           characteristic curves. Short circuit withstand
                           ratings of heaters shall also be furnished by the
                           Contractor. Overload relays shall be provided with a
                           manual reset bar for operation from outside the
                           enclosure. Heater elements shall be front accessible.
                           By changing heater elements, it shall be possible to
                           change relay ratings with ease. The heater element
                           design shall permit its installation only in the
                           proper position (e.g. not backwards, facing out of
                           the overload relay). Heater characteristic curves
                           shall closely resemble the temperature rise curve of
                           standard induction motors.

                           One normally closed overload relay contact shall be
                           furnished in the control circuit. If an overload
                           condition occurs in any phase, it shall cause the
                           magnetic relay to trip the starter by opening
                           normally closed contacts.

                           Control power transformers shall be the
                           pressure-molded type. The voltage ratio shall be
                           600/120 V ac, 60 Hz. Rated secondary current of
                           control power transformers shall exceed the
                           continuous duty current of the control circuit. The
                           transformer VA rating shall be a minimum of 100 VA in
                           excess of the requirements for the Contractor and
                           equipment supplier needs.

                           Each control transformer secondary circuit shall have
                           one leg fused and the other leg grounded. The
                           Contractor shall provide time-current characteristic
                           curves covering all fuse sizes and types.

                           The Contractor shall furnish safe thermal capability
                           curves for Control Power Transformers.

                           Four auxiliary contacts, in addition to holding coil
                           contacts, two normally open and two normally closed,
                           shall be provided in each non-reversing motor starter
                           for interlocking, PCS and Owner's use. Similarly, two
                           auxiliary contacts, in addition to holding coil
                           contacts, one normally open and one normally closed,
                           shall be provided in each contactor in each reversing
                           motor starter.

                  2.6.6    NOT USED.

                  2.6.7    Utility Interconnect and Switchyard

                           This section covers the engineering, design,
                           furnishing, installation and testing of the
                           interconnection of the plant with Georgia
                           Transmission Corporation Switchyard.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 96 of 132
--------------------------------------------------------------------------------


                           The one-line diagram included in Exhibit B,
                           Attachment I shows the overall general arrangement.
                           The design, procurement and construction of the
                           switchyard facilities will be by others, except as
                           noted herein.

                           The Contractor shall furnish and install the fencing
                           around the switchyard and the areas around the three
                           main step-up transformers, and the aggregate
                           surfacing within the areas.

                           The switchyard contractor will furnish and install
                           all equipment and structures from the high voltage
                           bushings of the main step-up transformers to the GTC
                           transmission line including the grounding grid in the
                           switchyard.

                  2.6.8    Wire and Cable

                           This section covers the furnishing and installation
                           of all power, control and instrument cable for the
                           project. Wire and cable shall comply with ICEA, IEEE,
                           NFPA, UL, ANSI and IPCEA codes, standards and
                           specifications.

                           Cables shall be sized to withstand the anticipated
                           fault current at the load terminals for the
                           anticipated fault duration or 0.5 seconds, whichever
                           is greater.

                           Cables routed through a combination of different
                           raceways or environments, such as cable tray,
                           conduit, underground or high ambient areas, shall be
                           sized in a manner resulting in the largest conductor
                           size.

                  Cable ampacities shall be based upon 125 percent of motor
                  nameplate rating or maximum running load, whichever is
                  greater; 125 percent of a transformer's highest continuous
                  rating; and the maximum ambient temperature to which they
                  shall be subjected.

                  Cables shall be suitable for installation in wet or dry
                  locations, indoors and outdoors, in cable tray, conduit or
                  duct banks.

                  Power cable shall be provided with Class B, uncoated, annealed
                  copper conductor. Control and instrument cable shall be
                  provided with Class B, uncoated annealed copper conductor.
                  Medium voltage cable shall be shielded in accordance with ICEA
                  S-68-516.

                  The Contractor shall provide cable types as follows:

<TABLE>
<CAPTION>
                  Cable Type                Insulation               Jacket (flame retardant)
                  ----------                ----------               ------------------------
                  <S>                       <C>                      <C>
                  8kV/5kV Single Cond       EPR                      PVC or CPE
                  shielded Power

                  600V single cond          EPR or XLP               PVC, CPE, or None
                  Power

                  Multi conductor           EPR, XLP                 CPE or PVC

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 97 of 132
--------------------------------------------------------------------------------


                  Power

                  Control Cable             EPR, XLP, PVC-Nylon      CPE or PVC

                  Instrument Cable          EPR/XLP/PVC-Nylon        CPE or PVC

                  Thermocouple              XLP, PVC-Nylon           CPE or PVC
</TABLE>

                  Shielding tape for instrumentation cable shall be copper or
                  aluminum providing 100 percent coverage.

                  Individual raceway systems shall be established for each of
                  the following services:

                  (1)      Instrumentation and Low Voltage (GE Level 1)
                  (2)      High Level Signals and Control (GE Level 3)
                  (3)      480V Power and 120V Control (GE Level 4)
                  (4)      4.16 kV and higher power cables (GE Level 4s)

                  Spare instrumentation and control wires at control panels and
                  motor control centers may be left unterminated. Conductors
                  shall be left long enough to terminate on any terminal strips.
                  Conductors shall be taped at both ends.

                  Control and secondary wiring in the control box shall not be
                  spliced in the control box. Control and secondary cable that
                  pass through conduit shall not be spliced inside the conduit.
                  Weatherproof junction boxes with terminal blocks may be used
                  to extend secondary wiring passing through conduit.

                  Every terminal block, every terminal point, and every wire
                  terminated thereon shall be clearly identified and labeled,
                  with permanent labels.

                  Cable and wire shall be color coded per ICEA standards.

                  Stress cones shall be used on all medium voltage cable.

                  No wire smaller than #12 AWG shall be used except that pilot
                  control and signal may be #14 AWG unless ampacity or voltage
                  drop dictates otherwise.

                  Termination of wires shall be made with full compression
                  ring-tongue or spade type with hooked ends lugs with insulated
                  ferrules.

                  Each cable type shall be given voltage tests, insulation
                  resistance tests, conductor resistance tests and flame tests
                  per applicable codes.

                  Each medium voltage cable shall be given a high potential test
                  after installation. All cable shall be given megger and
                  continuity tests.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 98 of 132
--------------------------------------------------------------------------------


         2.6.9    Conduit, Wireways, Raceways, Cable Tray and Duct Bank

                  This section covers the design and installation of conduit,
                  wireways, raceways, cable tray and underground duct tanks for
                  the project. The Contractor shall furnish and install all
                  equipment and material required for a complete system and in
                  accordance with applicable codes.

                  Above grade conduits shall be galvanized rigid steel conduit,
                  except that electrical metal tubing (EMT) or intermediate
                  galvanized steel conduit may be used for indoor concealed
                  location such as office areas, warehouse, lunch room, locker
                  rooms, restrooms, etc. Above ground conduit in corrosive areas
                  shall be PVC-coated galvanized rigid steel. Conduit in duct
                  banks shall be schedule 40 PVC with steel risers and elbows.
                  Flexible conduit shall be used for connection of all motors
                  and instruments. Conduit in duct banks shall be continuously
                  sloped toward manholes to prevent accumulation of water within
                  the conduits.

                  Cable tray shall be either hot-dipped galvanized steel or
                  extruded aluminum alloy with an inside depth of three inches
                  and an overall depth of four inches.

                  Wireways shall be aluminum and of the lay-in type with
                  full-length hinged covers.

                  Conduit and cable tray shall be sized in accordance with NEC
                  requirements. Cable tray, conduit and cable shall be installed
                  in accordance with recommendations contained in IEEE Standards
                  422, 518 and 525. Conduit smaller than [X]-inch shall not be
                  used except that 2-inch conduit may be used for connection to
                  control devices, thermocouples and light fixtures. Maintain
                  adequate spacing between conduits and cable trays for
                  different types of wiring to prevent noise interference among
                  high, medium and low susceptibility wiring and medium and low
                  voltage power feeders.

                  Cable tray systems shall be utilized within the facility
                  wherever possible. Separate cable trays shall be provided for
                  instrumentation, control, and power cable, 480 volts and
                  higher.

                  Cable tray and metallic conduit systems shall be electrically
                  continuous in their entirety in accordance with NEMA and NEC
                  requirements. A 1/0 bare copper grounding conductor shall be
                  installed throughout the length of the cable tray system on
                  600V power and medium voltage power cable trays only.

                  Conduit and cable tray shall be run parallel or at right angle
                  with beams, walls, columns and building lines. All conduit and
                  cable tray shall clear steam or other hot process piping by a
                  minimum of 12 inches and shall clear all other piping or hot
                  piping in congested areas by a minimum of six inches. Group
                  parallel runs of conduit in aligned banks. Horizontal runs of
                  conduit or cable tray shall be as high above the floor as
                  possible, and in no case lower than seven foot, six inches
                  above floors, walkway or platforms.

                  The total number of bends in a conduit run shall not exceed
                  360 degrees.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 99 of 132
--------------------------------------------------------------------------------


                  Conduits shall be installed to eliminate moisture pockets.
                  Where water cannot drain to openings, provide drain fittings
                  in the low spots of the conduit run.

                  Provide air and water seals for holes and openings in floors,
                  walls, ceilings and roofs between interior and exterior areas
                  and between temperature-controlled areas and
                  nontemperature-controlled areas. Fire stops shall be provided
                  where conduit or cable tray penetrate firewalls or floors.

                  Cable tray installed outdoors shall be covered (instrument
                  cable tray and top tray), nonventilated to prevent "nesting
                  perches" for rodents and birds. Cable tray entrances to
                  structures and modules shall be completely sealed to prevent
                  entrance by rodents and birds.

                  Cables, in vertical runs of cable trays, shall be secured with
                  cable clamps or ties. Tray covers shall be installed on all
                  vertical cable tray runs to a minimum of eight feet above
                  finished floor and walkways, on all tray-carrying cables rated
                  at 15 kV and above, and vertical risers from MCC and
                  switchgear. Cable tray systems passing under grating, walkways
                  and platforms shall be covered to a distance of six feet on
                  both sides of grating, walkway and platform.

                  Underground duct banks shall be encased in red concrete. Red
                  dye stirred into the top few inches of concrete immediately
                  following final pour is acceptable. The minimum size of the
                  conduit shall be two inches. Conduits for main feeders shall
                  be at least three inches in diameter, and shall be grouped in
                  duct banks of no fewer than three conduits.

                  Conduit duct banks shall not be installed under turbine
                  foundations or in area of excessive vibration. Conduit duct
                  banks shall be installed a minimum of two feet from finished
                  grade to the tops of the ducts.

                  Where required for above grade extensions, non-metallic
                  conduit shall be provided with approved adapters for
                  connection to galvanized steel conduit. Adapters shall be
                  installed directly below grade within the concrete encasement.
                  Conduit embedded in turbine foundations shall be RGS.

                  Cable tray and conduit shall be thoroughly cleaned prior to
                  pulling of cable.

         2.6.10   Bus Duct

                  This section covers the design, manufacture and installation
                  of completely coordinated isolated phase bus duct for the gas
                  turbine generator and, if required by Contractor's design,
                  4.16kV nonsegregated bus duct for station auxiliaries. The bus
                  duct shall be designed, manufactured and tested in accordance
                  with the latest applicable ANSI, IEEE and NEMA standards.

                  The Contractor shall furnish and install the bus duct system
                  complete with all equipment and accessories including, but not
                  limited to, the following:

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 100 of 132
--------------------------------------------------------------------------------


                  -        isolated phase bus duct between the gas turbine
                           generators and main step-up power transformers,

                  -        if required by the Contractor's design, the three (3)
                           4.16kV nonsegregated bus ducts from the auxiliary
                           power transformers to the 4.16kV switchgear,

                  -        supporting structures, and

                  -        disconnect links.

                  The phase bus conductors shall be either copper or aluminum
                  alloy.

                  The bus enclosures shall be steel or aluminum alloy with
                  manufacturer's standard hardware for indoor sections and
                  stainless steel for outdoor sections. Supporting structures
                  shall be ASTM A36 steel with the outdoor structures being
                  hot-dipped galvanized.

                  Outdoor bus duct section shall be provided with space heaters
                  to maintain an internal duct temperature above the dew point.

                  All bolted connections of the bus conductors shall be
                  silver-plated for copper bus and tin-plated for aluminum.

                  Provide continuous copper bar ground bus the full length of
                  the bus duct and electrically connecting all enclosure
                  sections. If the bus duct is constructed to provide a
                  continuous path for ground current the enclosure may serve as
                  the ground bus.

                  Taps or connections shall be provided, as required, to
                  accommodate auxiliary equipment such as lightning and surge
                  protection, generator controls, metering and relaying, and
                  current and potential transformers.

                  Removable covers shall be provided to permit access to the
                  interior of the enclosure.

                  After fabrication, all metalwork of the enclosures shall be
                  thoroughly cleaned and any steel work shall be phosphorized,
                  or equivalent, and shall be painted with gray ANSI 61, or
                  equivalent, paint.

                  Design and production tests shall be per ANSI requirements.

         2.6.11   Panelboards and Switchboards

                  This section covers the furnishing and installation of
                  panelboards and switchboards for low-voltage power and
                  lighting systems. Panelboards and switchboards shall comply
                  with applicable NEMA, NFPA, NEC and UL requirements and be
                  UL-listed and labeled.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 101 of 132
--------------------------------------------------------------------------------


                  Panelboards shall be constructed of hot-dipped galvanized
                  sheet metal boxes. Switchboards shall be constructed of sheet
                  metal for floor mounting. Panelboards and switchboards shall
                  be finished with a rust-inhibiting coating, ANSI 61 light
                  gray.

                  Panelboards shall be provided with hinged doors and lock and
                  catch combinations.

                  Nameplates shall be provided on the front of all panelboards
                  and switchboards. In addition, nameplates above each
                  switchboard breaker handle shall be installed.

                  The short circuit current rating of the assembled panelboard
                  or switchboard shall be equal to or greater than the
                  interrupting capacity of the highest rated branch breaker.

                  A circuit directory cardholder and card with a clear plastic
                  covering shall be provided on the inside of each panelboard
                  door.

                  Breakers shall be provided per Contractor's design. Space for
                  spare breakers shall be provided.

                  Switchboards shall be provided with flush or semi-flush meters
                  with shatterproof case. Indicating instruments shall be 250
                  degree nonparallel scale, uniformly scaled with accuracy of
                  one percent in multiples of 10 or 100 of standard scale.
                  Scales shall match with current and potential transformer
                  ratings.

                  Switchboards shall be provided with space heaters to minimize
                  internal condensation.

         2.6.12   Grounding and Lightning Protection

                  This section covers the design, furnishing, and installation
                  of the grounding system and lightning protection system for
                  the plant.

                  2.6.12.1 Grounding

                           The Contractor shall furnish and install a grounding
                           system, complete with grounding grid, rods and all
                           connections. The grounding within the switchyard,
                           except for fencing, will be by others. The grounding
                           system shall include, but not be limited to, the
                           following:

                           -        Buried ground grids and ground rods for the
                                    main plant, stacks, fencing, miscellaneous
                                    yard structures and duct banks, and

                           -        Extension and connection of ground risers to
                                    structures, electrical equipment, raceways
                                    and systems.

                           The grounding network for the facility shall
                           accomplish the following:

                           -        Limit the difference of potential between
                                    all uninsulated conducting objects in the
                                    facility,

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 102 of 132
--------------------------------------------------------------------------------


                           -        Provide for isolation of equipment and
                                    circuits when a fault occurs, and

                           -        Limit overvoltages appearing on the system
                                    under various conditions.

                           Facilities shall be provided to eliminate the
                           transfer of hazardous potentials beyond the facility
                           boundary limits.

                           A site soil resistivity survey shall be conducted for
                           use in system design.

                           Equipment grounding shall be provided to meet the
                           following objectives:

                           -        Tensor freedom from dangerous electric shock
                                    voltage (touch potentials) exposure to
                                    personnel in the area,

                           -        Provide current-carrying capability, both in
                                    magnitude and duration, adequate to accept
                                    the ground fault permitted by the protection
                                    system devices without creating a fire or
                                    explosive hazard to buildings or contents,
                                    and

                           -        To contribute to superior performance of the
                                    electrical system.

                           The grounding system shall be designed in accordance
                           with IEEE requirements. Equipment grounding shall be
                           in accordance with Article 250 of the NEC where
                           applicable.

                           Grounding of the power systems shall be as follows:

                           -        The generator neutral point shall be
                                    grounded through a distribution-type
                                    transformer with a resistance-loaded
                                    secondary.

                           -        The star points of the 4.16kV windings on
                                    480/4.16 kV and 18.0 kV/4.16V auxiliary
                                    transformers shall be grounded directly.

                           -        The midpoints of the 240 V windings on
                                    lighting and power transformers shall be
                                    solidly grounded.

                           A separate instrument ground bus shall be provided in
                           the Control Room and shall be used only for
                           connecting instrument ground terminals and instrument
                           cable shields. The purpose of this ground bus is to
                           prevent noise in the instrument signals due to
                           multi-purpose grounds.

                           Each ground rod and system ground shall be tested for
                           ground resistance.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 103 of 132
--------------------------------------------------------------------------------


                  2.6.12.2 Lightning Protection

                           The Contractor shall furnish and install complete
                           lightning protection systems for the stacks, main
                           plant building, gas turbines, and other outdoor
                           facility equipment and structures, as required.
                           Lightning protection for the switchyard equipment and
                           structures will be by others.

                           The systems shall be complete with air terminals,
                           conductors and ground rods.

                           The installation shall be accomplished by an
                           experienced installer. Design, installation and
                           materials shall be in accordance with LPI and NFPA
                           standards.

                           Surge arresters shall be placed on electric and
                           telephone service entrances, utility lines to the
                           main transformer, service entrances in which overhead
                           lines are utilized, and on all generator leads.

         2.6.13   Cathodic Protection

                  This section covers the design, furnishing, installation and
                  testing of the cathodic protection system.

                  All buried metallic pressure piping shall be electrically
                  isolated from the copper ground grid and dielectric insulation
                  flanges, or unions, shall be installed at connecting points of
                  the buried-to-above grade piping.

                  Electrical isolation from the copper grounding grid shall be
                  provided for storage tanks resting on grade. Such tanks shall
                  have separate grounds connected to buried sacrificial anodes.

                  Piping connections to above-ground storage tanks shall be made
                  with isolating flanges at the tanks.

                  Motors, motor-operated valves and other tank-mounted devices
                  shall be isolated from the facility grounding grid.

                  Mechanical joints and Dresser-coupled joints in buried piping,
                  for which cathodic protection is provided, shall be bonded to
                  ensure electrical continuity.

                  Cathodic protection systems shall be designed and installed to
                  meet the criteria of the National Association of Corrosion
                  Engineers (NACE). Based on the results of soil resistivity
                  testing, Contractor shall determine whether cathodic
                  protection systems shall be of the sacrificial or impressed
                  current types.

                  Test stations shall be installed to monitor the effectiveness
                  of the cathodic protection systems and the integrity of the
                  electrical isolation means.

         2.6.14   Lighting and Receptacles

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 104 of 132
--------------------------------------------------------------------------------


                  This section covers the design, materials and equipment,
                  installation and placing into service of interior and exterior
                  lighting, emergency lighting, and convenience and welding
                  receptacles.

                  2.6.14.1 Lighting

                           Lighting fixtures shall be located to obtain uniform
                           illumination and for ease of relamping and
                           maintenance. On walkways and other outdoor areas,
                           lighting fixtures shall favor landings of stairs and
                           ladders, gauges, flow meters, panel boards and other
                           equipment requiring adequate illumination.

                           Fixtures shall not be mounted directly over equipment
                           having exposed moving parts or which emit appreciable
                           heat or fumes.

                           Lights on walkways shall not be more than eight feet
                           above the walkway in order to permit relamping
                           without the use of a ladder.

                           Indoor low ceiling areas shall be provided with
                           fluorescent lighting suitable to the task being
                           illuminated. Illumination levels shall be designed
                           using the latest IES recommendations. Lighting
                           fixtures for general illumination shall be mounted 12
                           feet or more above finished grade or a floor.

                           High pressure sodium floodlights shall be used for
                           lighting of general outside areas. The outdoor plant,
                           roadway and parking areas shall be provided with high
                           pressure sodium area lighting with photo electric
                           relay control. Indoor lighting shall be high pressure
                           sodium or fluorescent fixtures. Incandescent lighting
                           may be used only for incidental, switched low level
                           or low usage lighting. High pressure sodium lighting
                           shall be 208 V, and incandescent and fluorescent
                           lighting shall be 120 V.

                           High intensity discharge lamps shall not be used in
                           areas where the length of the restrike time after a
                           voltage dip may be a safety hazard to personnel,
                           unless an adequate number of fixtures are equipped
                           with instantaneous auxiliary lights or by using
                           incandescent or fluorescent fixtures to supplement
                           the high pressure sodium lighting. All high-intensity
                           lighting shall be directed downward and inward, not
                           outward from the facility towards off-site locations.
                           There shall be no adverse effects on safety.

                           Outdoor and indoor lighting fixtures shall have
                           adequate design for the environment. Poles used for
                           outdoor lighting supports shall be galvanized steel
                           installed in accordance with manufacturers
                           specifications.

                           All lighting shall be fed from local lighting panels.

                           High pressure sodium lamps shall be used for roadway
                           lighting. The lighting shall be fed from 480 V motor
                           control centers with photocell control. Luminaries

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 105 of 132
--------------------------------------------------------------------------------


                           shall be mounted at a sufficient height to satisfy
                           the minimum clearances for the area exterior.

                           The instrument control panels in the Control Room
                           shall be illuminated to provide the required
                           foot-candle intensity on the face of the instruments,
                           without glare, either directly from the lighting
                           fixtures or reflected from the instruments or panels.
                           Fixtures shall be four tube fluorescent fixtures, two
                           feet by four feet, recessed with parabolic plastic
                           cube (12" x 12 " x 1") louvers.

                           Emergency dc lighting shall be provided in the
                           Control Room, relay room, battery room, stairways,
                           exits, and other critical areas of the facility. The
                           egress route lighting shall consist of wall-mounted
                           dual seal beam lights. Lighting duration shall be in
                           accordance with the latest NFPA 101 Life Safety Code.
                           Optionally, emergency lighting may be powered from
                           the plant 125 Vdc system.

                           The lighting system shall be designed to provide the
                           following minimum maintained illumination:

<TABLE>
<CAPTION>
                           LOCATION                                               FOOT-CANDLES
                           --------                                               ------------
<S>                                                                               <C>
                           Offices                                                     50

                           Conference/Lunch Rooms                                      40

                           Platforms, Stairs & Walkways                                10

                           Maintenance Areas                                           50

                           Toilets and Locker Rooms                                    40

                           Warehouse, Mechanical Room                                  20-30

                           Control Room (Luminous Ceiling)                             30/70 two level

                           Water Treatment                                             30

                           General Outside Area Illumination                           0.5-2

                           Roadway and Parking Areas                                   1-2

                           Electrical Rooms                                            40-50
</TABLE>

                           Lighting and power panels shall be located in the
                           area served and shall be conveniently accessible for
                           operation. Lighting and power panels shall be used
                           for the control of lighting, convenience receptacles
                           and other similar loads. Lighting and power panels
                           shall be provided with minimum 20 ampere plug-in
                           circuit breakers and a 225 ampere bus. Each panel
                           shall be provided with


<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 106 of 132
--------------------------------------------------------------------------------


                           approximately 20 percent spare breaker capacity, and
                           a directory indicating the circuit numbers and
                           services. Exterior lighting shall be controlled with
                           a photocell with ON-OFF auto selector switch.

                  2.6.14.2 Receptacles

                           Convenience receptacles shall be limited to eight per
                           circuit, with a circuit loading of 180 watts for each
                           receptacle, unless specific conditions necessitate
                           other requirements. Maximum spacing of receptacles
                           along walls in office areas and maintenance shop
                           shall not exceed 12 feet. Each office shall have a
                           minimum of two receptacles. 120 V convenience
                           receptacles shall be installed in operating areas at
                           70 foot intervals, on the basis of 50-foot extension
                           cords. Convenience receptacles shall be provided at
                           each manway platform. Office and administration areas
                           shall have a duplex receptacle, two wire, three pole,
                           grounded type, rated 15 amperes, 125 volts ac.

                           Welding outlet circuits shall consist of No. 4 AWG or
                           larger conductors with circuit protective devices
                           located in the low voltage motor control centers.
                           Each circuit shall supply a maximum of three welding
                           receptacles. Outlets shall be provided in the
                           operating areas and shall be located at points that
                           may require the greatest service. Outlets shall be
                           located so that no point in that area requires a
                           welding cable in excess of 125 feet. Welding
                           receptacles shall be three wire, four pole, rated 60
                           amperes, 600 volts ac, three phase.

         2.6.15   Freeze Protection

                  This section covers the design, furnishing and installation of
                  freeze protection systems for plant process piping systems,
                  equipment, and instrumentation. The systems shall include
                  control panels, transformers, thermostats, heating cable and
                  accessories.

                  Heat tracing conductors shall be self-limiting parallel
                  circuit construction with adjustable thermostats.

                  The heat trace control panels shall be complete with branch
                  circuit breakers, annunciator, control transformer, contactors
                  and relays totally wired for a 480 volt, three-phase supply.

                  The required heat density in watts per foot shall be
                  calculated based on service, required temperature to be
                  maintained, minimum anticipated ambient temperature of
                  0 DEG. F in a 20-mph wind, pipe size and type and thickness
                  of insulation.

                  The heat tracing shall maintain a minimum temperature of
                  35 DEG. F for water.

                  Installation procedures shall be in accordance with
                  manufacturer's recommendations.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 107 of 132
--------------------------------------------------------------------------------


         2.6.16   Uninterruptible Power Supply and DC Systems

                  This section covers the engineering, design, furnishing and
                  installation of the uninterruptible power supply (UPS) system
                  and DC battery system. The systems shall include batteries,
                  battery racks, battery charger(s), invertor(s), controls and
                  accessories for the facility.

                  The UPS system and DC battery system shall be provided as
                  required to permit an orderly and safe shutdown of the plant
                  and to supply power for emergency lighting and operating
                  emergency equipment in the event of loss of AC power. The
                  system, equipment and batteries shall have sufficient
                  capability to supply the demand of the connected loads for a
                  period of not less than 90 minutes. The 90 minute period shall
                  be predicated on turning off all nonessential power during
                  that period.

                  The DC system shall operate at a nominal 125 vdc, ungrounded.

                  The battery charger(s) shall be capable of recharging
                  completely discharged batteries within 12 hours at normal
                  loads. The charger shall be of the automatic constant-voltage,
                  self-regulating and self-compensating type with control panel
                  for control and indication. The battery charger shall operate
                  with a 480 volt, three phase, 60 hertz input power supply.

                  The battery chargers shall be sized to amply cover the normal
                  operating loads connected to the battery and to maintain the
                  batteries in a ten percent overcharged condition.

                  Batteries shall have a minimum design life of 20 years.

                  The batteries and free standing racks shall be installed in an
                  enclosed, ventilated battery room. A continuously operated
                  exhaust fan shall be installed to prevent hydrogen buildup.

                  The UPS system shall use station batteries and associated
                  charger as its DC source. Any connected AC loads shall
                  normally be powered by the plant's Inverter AC supply and upon
                  failure of normal AC supply, the load shall automatically
                  transfer any required AC loads through a transfer switch to
                  the invertor. Upon restoration of normal AC supply the
                  invertor shall automatically synchronize with the plant AC
                  power supply and automatically reconnect the load to the
                  normal AC power supply.

                  The telephone system, one telecopier, and control room
                  computer will be powered from the UPS to provide a regulated,
                  uninterruptible source of power.

<PAGE>


--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 108 of 132
--------------------------------------------------------------------------------


         2.6.17   Fire Detection and Alarm System

                  This section covers the design, fabrication, installation, and
                  testing of the plant automatic and manual pre-signal, zoned,
                  non-coded evacuation alarm, supervised, closed circuit,
                  positive non-interfering 24 V DC fire detection and alarm
                  system including, but not limited to, the following:

                  -        Main fire alarm control panel in the control room,

                  -        Non-coded zoned evacuation manual stations with key
                           operated auxiliary non-coded evacuation alarm
                           contacts located in the main building and other areas
                           as required,

                  -        Evacuation alarm bells,

                  -        Automatic heat or infrared detectors,

                  -        Duct work smoke detectors,

                  -        Carbon dioxide fire protection system alarms,

                  -        Water flow alarms, and

                  -        Fan shutdown relays.

                  The system shall comply with NFPA standards and local
                  authority requirements.

                  The complete fire detection and alarm layouts, wiring diagrams
                  and operational details shall be provided by the system
                  manufacturer or authorized technical representative. Typical
                  layouts are not permitted.

                  Activation of any signal initiating device shall activate a
                  pre-signal alarm to sound a local alarm bell in the control
                  room and illuminate a specific zone light on the panel
                  annunciator.

                  A representative of the system manufacturer shall test the
                  system.

         2.6.18   Communication System

                  This section covers the design, installation and placing into
                  service of the plant communication system which shall include
                  commercial telephone system and page/party communication
                  system.

                  The commercial telephone system shall be a
                  microprocessor-based system with a minimum capacity of 15
                  trunk connections to the telephone company lines in the
                  telephone closet. Conduit is provided by the contractor for
                  circuit installation and terminations by others. Dedicated
                  direct lines (conduit and circuits) shall be installed by

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 109 of 132
--------------------------------------------------------------------------------


                  the Contractor from the property line (referenced on the
                  Interconnection Drawing in Exhibit B, Attachment I) to the
                  Switchyard Control building, and on into the main control
                  room. Also, a connection for the plant PCS direct dial-up port
                  shall be provided.

                  All phone lines shall be routed in an independent conduit
                  system.

                  The actual location of the telephone communication stations
                  shall be coordinated with Owner during design.

                  At least six lines shall be available for fax machines,
                  modems, or other equipment.

         2.6.19   Motors

                  This section covers the general requirements of motors for the
                  generation facility.

                  Except as specified herein, all motors shall conform to NEMA
                  MG1, with respect to material, workmanship, design, and tests.
                  All motors shall be designed for the environmental atmosphere
                  of their location.

                  The specific requirements for each motor shall be shown on the
                  Motor Data Sheets. One data sheet shall be completed for each
                  motor type and frame size.

                  Motors shall permit the driven equipment to develop its
                  specified capacity continuously without exceeding the
                  specified temperature and without encroaching on the service
                  factor.

                  When motors are furnished with driven equipment, the driven
                  equipment supplier shall be responsible for mounting motor and
                  driven equipment as a complete unit.

                  Motor enclosures shall be as follows:

                  -        460 V and 4000 V motor enclosures shall be
                           weather-protected Type II or totally enclosed fan
                           cooled (TEFC) for outdoor locations and TEFC for
                           indoor locations,

                  -        115 V motor enclosures shall be totally enclosed
                           non-ventilated (TENV) or TEFC,

                  All motors rated 1/2 hp and larger shall be three-phase,
                  squirrel cage induction type, 230/460 V, up to and including
                  250 hp, and 4,000 v above 300 hp, 60 Hz. All motors rated
                  below 1/2 hp shall be single phase, 115 v, 60 Hz. DC motors
                  shall be rated at 125 v for service from the
                  Contractor-supplied battery system.

                  Motors shall be provided with Class F insulation limited to
                  Class B rise suitable for the conditions encountered at this
                  power generating station, except for fractional horsepower
                  motors which may be furnished with Class B insulation.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 110 of 132
--------------------------------------------------------------------------------


                  Motors shall be designed for across-the-line starting and
                  shall be capable of accelerating the connected load to full
                  load speed with the calculated voltage drop at the motor
                  terminals.

                  DC motors shall be capable of accelerating the connected load
                  running continuously for supply varying in accordance with the
                  unit battery cyclic operating conditions.

                  The full load current when operating at 90 percent of rated
                  voltage shall not exceed 1.11 times rated full load current.

                  Motor safe locked rotor time at rated locked rotor current
                  shall be equal to or greater than the maximum accelerating
                  time at minimum specified starting voltage.

                  Motors shall be selected to permit the connected load to
                  develop its specified output continuously without encroaching
                  on the service factor under normal operating conditions.
                  Motors shall be selected to permit operation up to, but not to
                  exceed, their service factor rating during infrequent and
                  short periods of operation.

                  Motors 15 hp and smaller shall have a service factor of 1.15,
                  or a service factor of 1.0 with 15 percent sizing margin.

                  Bearings shall be conservatively sized, suitable for
                  continuous service under the conditions specified, and sealed
                  against the entrance of dirt and the escapement of lubricant.
                  Bearings shall be insulated to prevent the passage of shaft
                  currents through the bearings, wherever necessary. The life
                  for anti-friction bearings is the L-10 service life calculated
                  in accordance with AFBMA 9 and AFBMA 11 for the design speed
                  and applied load conditions.

                  All motors shall produce sound levels of 85 dBA or less when
                  measured at 3 feet.

                  Space heaters shall be provided for all motors 25 hp and
                  larger.

                  Resistance-type temperature detectors or thermocouples shall
                  be provided in each bearing for motors 250 hp and larger.
                  4,000V motors shall have resistance-type winding temperature
                  protection in each phase winding to detect hot spots.

                  Separate terminal boxes shall be provided for main leads,
                  space heater leads, and temperature device leads for all
                  4,000V motors. All 460V motor terminal boxes shall be the
                  manufacturers standard. Main terminal boxes shall be capable
                  of rotation in 90 degree steps.

         2.6.20   Protective Relays, Synchronizing and Metering

                  This section covers the furnishing and installation of
                  protective relays, synchronizing and metering for the plant
                  electrical systems and equipment. Protective relays for the
                  switchyard will be furnished and installed by others. The
                  Contractor shall coordinate with

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 111 of 132
--------------------------------------------------------------------------------


                  the switchyard Contractor to ensure that protective relays for
                  the total plant are coordinated.

                  Protective relays shall be provided for optimum protection of
                  the gas turbine generator, step-up transformers, station
                  auxiliaries, and personnel in the event of electrical faults
                  or abnormal system conditions. Protective relays for the gas
                  turbine generators shall be provided as described in Exhibit
                  H.

                  The protection system shall be designed such that the
                  protective device nearest the fault operates first, with
                  backup protection being provided by subsequent relay stages.
                  Selectivity shall apply to phase-to-phase and three phase, as
                  well as to ground faults.

                  The generator zone protection or turbine trip shall shut down
                  the GTG and isolate them from the electric power system.

                  Transformer differential, overcurrent protection and sudden
                  pressure relays shall be applied to the main and auxiliary
                  transformers.

                  The generator and overall system protection relay devices
                  supplied for the project shall consist of the minimum level of
                  protection as follows:

<TABLE>
<CAPTION>
                           Description                              Function
                           -----------                              --------
<S>                                                                 <C>
                           Overexcitation Volts per Hertz              24
                           Sync Check                                  25
                           Bus Undervoltage                            27B
                           Undervoltage                                27
                           Reverse Power or Anti-Motoring              32
                           Loss of Excitation                          40
                           Negative Sequence Current                   46
                           Transformer Neutral Overcurrent             51N
                           Generator Ground Fault                      59GN
                           Voltage Balance                             60
                           Bus Ground Fault                            59B
                           Generator Differential                      87G
                           Transformer Differential                    87T
                           Generator Lockout                           86G
                           Transformer Lockout                         86T
                           DC Field Ground                             64
                           Phase Fault                                 51V
                           Over/Under Frequency                        81 O/U
                           Auxiliary Power Running Trip                94AR
                           Auxiliary Power Transformer Overcurrent     50/51
                           Out of Step                                 78
</TABLE>

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 112 of 132
--------------------------------------------------------------------------------


                  Protective relays shall be electrical-mechanical or solid
                  state type electric utility grade in individual semi-flush
                  draw out cases. Relay selection and calibration range and
                  settings shall be determined by the Contractor in a complete
                  relay coordination study and report.

                  The Contractor shall provide three test plugs of each type
                  required for each different relay style.

                  The Contractor will be responsible for the total integration
                  (including assigned gas turbine generators and accessories)
                  when addressing the project system protection, metering,
                  breakers, etc.

                  Motors fed from switchgear buses shall be protected against
                  overcurrent caused by short circuits and overloads. The relay
                  settings shall be calculated to afford the maximum overload
                  protection for the motor combined with the ability to ride
                  through starting current without nuisance tripping. The
                  following values are typical:

                  1.       Maximum trip:             1.15-1.4 times the full
                                                     load current

                  2.       Instantaneous trip:       2.5 times the locked rotor
                                                     current

                  3.       Timed trip:               2-5 seconds more than the
                                                     motor starting time at the
                                                     locked rotor current

                  Motors fed from motor control centers shall be protected
                  against short circuit and overload by combination starters
                  using motor circuit protectors and thermal overload devices.
                  Overload settings shall be in accordance with NEC, except that
                  certain critical valve motor operators may not be provided
                  with overload protection.

                  The following points shall be included with outputs to the
                  digital control system (PCS):

                  -        Generator gross watts

                  -        Generator gross VARS

                  -        Auxiliary load watts

                  -        Auxiliary load VARS

                  -        Generator stator amps

                  -        Generator gross watthours (pulse to PCS)

                  -        Auxiliary watthours (pulse to PCS)

                  A synchronizing system shall be provided that will prevent the
                  closing of any breaker in an out-of-phase condition. Automatic
                  and manual synchronizing will be provided for the following
                  breakers:

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 113 of 132
--------------------------------------------------------------------------------


                  -        Generator breakers

                  -        Synchrocheck provisions shall be included for all
                           other breakers where the possibility exists for the
                           voltage being out-of-phase.

                  -        Manual and automatic synchronization of the gas
                           turbine will be accomplished via the Mark V gas
                           turbine control systems as described in Exhibit H.


2.7      INSTRUMENTATION AND CONTROL

         2.7.1    General Requirements

                  The Contractor shall furnish all engineering, design, labor,
                  materials, equipment, and construction services required to
                  provide a totally functional instrumentation and control
                  systems associated with the project. The work shall comply
                  with applicable codes and standards including, but not
                  necessarily limited to, the following:

                  -        State and local codes, laws, ordinances, rules and
                           regulations

                  -        American Society of Mechanical Engineers (ASME)

                  -        American Society for Testing and Materials (ASTM)

                  -        American National Standards Institute (ANSI)

                  -        Institute of Electrical and Electronic Engineers
                           (IEEE)

                  -        Instrument Society of America (ISA)

                  -        National Bureau of Standards (NBS)

                  -        National Fire Protection Association (NFPA)

                  -        Underwriters' Laboratories (UL)

                  -        Scientific Apparatus Manufacturers Association (SAMA)

                  The Contractor shall furnish an integrated control system that
                  interfaces with the control system furnished for the gas
                  turbine generators. The integrated control system shall be a
                  state of the art microprocessor based system. The integrated
                  control system is intended to provide control for other
                  balance of plant items such as the circuit breakers, air
                  switches, and miscellaneous control loops. The Contractor
                  shall supply all instrumentation required to monitor and
                  control all process variables. This shall include, but not be
                  limited to, primary elements, transmitters, temperature sensor
                  devices, flow meters, control valves, control drive units and
                  all other instrumentation and controls

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 114 of 132
--------------------------------------------------------------------------------


                  required to make a complete system. The integrated control
                  system shall interface with other control systems in the plant
                  and shall tie all the control systems and devices together so
                  that the plant may be controlled and monitored from one common
                  location in the control building.

                  The integrated control system as well as all PCs and PLCs
                  provided throughout the plant shall include the necessary
                  hardware/software changes to accommodate and recognize date
                  stamps for the year 2000 and beyond.

                  Normal operation of the system shall be capable of being
                  accomplished by a full time operator from the centralized
                  control room.

                  The control system shall provide all the necessary control and
                  monitoring functions for manual/automatic operation of the
                  plant. All process starts and stops shall be initiated from
                  the centralized control room. The Contractor shall be
                  responsible for the application, loading and debugging of all
                  software, and for testing, calibration, and start-up of the
                  control system.

                  A block diagram showing the control system configuration is
                  included as Attachment V of this Exhibit. The diagram defines
                  what control and monitoring functions will be provided at the
                  centralized control panel, and at various locations throughout
                  the system.

                  All control and instrumentation design will be performed under
                  the supervision of a Professional Engineer.

                  The controls and instrumentation provided shall be complete in
                  all respects, requiring no further additions. Redundancy of
                  all important measurements shall be provided to increase
                  reliability. Annunciation shall ensure that the operator is
                  alerted to any abnormal condition or equipment failure. The
                  system shall function automatically over the entire turndown
                  range of the plant. Operator action shall be required for
                  normal start-up and shut-down of the plant. All process
                  variables and alarms shall be monitored and trended in the
                  centralized control room. Interlocks shall be provided to
                  ensure an orderly shutdown of the system in the event of
                  operation of a protective device, or equipment failure.

                  Transfer between manual and automatic operation shall be
                  bumpless, with automatic tracking while in the manual mode.
                  When dual pumps (or devices) are provided for lead-lag
                  operation, provisions shall be made to select either pump (or
                  device) for lead operation.

                  Local controls shall be provided for equipment as required.

                  The control system and its components shall be designed to
                  operate in the temperature ranges and humidity conditions
                  noted in Exhibit A.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 115 of 132
--------------------------------------------------------------------------------


                  Electrical housings for all instrumentation and control system
                  auxiliary devices shall be designed for the environmental
                  conditions in which they are installed (e.g. weatherproof,
                  hazardous). See Section 2.6.1 for NEMA ratings.

                  Unless otherwise required for instrument compatibility,
                  electric control signals shall be 4 to 20 ma and pneumatic
                  signals shall be 3 to 15 psig.

                  The Contractor shall provide a documented failsafe analysis of
                  gas flow controls, related power supplies, backups, and
                  interlocks.

                  The Contractor shall select a single supplier of each category
                  of instruments furnished. Additional suppliers for a given
                  category will be considered only if the primary supplier
                  cannot meet the design requirements for a specific instrument.

                  All instruments shall bear an instrument data plate which
                  gives the salient technical data for the instrument.

                  The Contractor shall verify that all instruments and control
                  devices are calibrated. Calibration shall be certified by an
                  independent laboratory or agency with traceability to the
                  National Bureau of Standards.

                  The Contractor shall check control signal generation,
                  transmission, reception and response for all control loops
                  under simulated conditions.

                  System electronics shall be shielded against electromagnetic
                  interferences and shall be capable of withstanding surges in
                  power supplies.

         2.7.2    Plant control system

                  This section covers the design, fabrication, installation and
                  testing of the plant control system as specified in Exhibit A
                  .

                  The Balance of Plant (BOP) equipment will be controlled from a
                  redundant GE Fanuc PLC added to the Combustion Turbine (CT)
                  controls data highway. All of the CT Mark V controls will be
                  linked together by a redundant ethernet data highway. The GE
                  CT operator interfaces will be upgraded to the Simplicity
                  software, running on a NT PC platform. Three PCs will be
                  provided for the operator interface in addition to the Mark V
                  < I >'s. This will allow the control room operator to access
                  any of the CTs from one location. This will also provide the
                  platform requested for coordinated response to unit load
                  commands. An additional PC for "engineering" activities will
                  be provided.

                  The system will be physically distributed throughout the plant
                  site with interconnection via a redundant data highway. The
                  following locations and equipment are identified as minimum
                  requirements:

                  -        Control Room

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 116 of 132
--------------------------------------------------------------------------------


                           Four operator work stations, each consisting of dual
                           color CRT monitor, keyboard, touch screen, and a
                           mouse or trackball.

                           One engineer work station consisting of processor,
                           color CRT monitor, keyboard, mouse or trackball, hard
                           disk drive, floppy disk drive, color printer, and
                           other necessary programming software and facilities.

                           One color utility printer, switchable between the
                           operator work stations.

                           One color alarm printer.

                           One log printer.

                           Magnetic tape drive or optical disk drive for data
                           archival.

                           All operator interface functions related to the PCS
                           shall be conducted from the operator work stations.

                           Each work station shall be mounted in a low profile
                           desk type control console. CRTs shall be 19 inches
                           nominal diagonal dimension. CRT resolution shall be
                           at least 1024 pixels horizontal by 768 pixels
                           vertical.

                  -        Control Building Electrical Equipment Room

                           System cabinets for analog and digital input/output
                           devices, controllers/logic modules and associated
                           equipment for control and monitoring of switchgear
                           motor control center (MCC), 480 V Loadcenter as well
                           as control and monitoring of a majority of the power
                           plant systems.

                           System cabinets (if required) for Sequence of Event
                           recording. All inputs shall be time tagged at the
                           cabinet prior to dumping on the data highway.
                           Approximately 100 sequence of events points will be
                           provided and the maximum scan time shall not be
                           greater than 1 millisecond.

                  -        The PCS shall utilize Microsoft Windows NT version
                           4.0 (or higher) operating system for the Operator
                           Interface and Engineering Workstation Consoles.

                  -        The redundant PCS network shall have a 100 Mega bit
                           per second capacity.

                  -        The PCS shall be capable of having any configuration
                           changes downloaded to the control processors while
                           on-line without jeopardizing system integrity
                           (bumpless transfer and bumpless configuration
                           download capability).

                  -        The PCS shall be capable of having all Operator
                           Interface and Engineer Workstation functions
                           implemented by an optional Remote Engineering
                           Workstation connected over the Wide-Area-Network
                           interface using TC/IP network protocol.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 117 of 132
--------------------------------------------------------------------------------


                  -        The PCS shall be equipped with dual Ethernet links to
                           an external plant network. A software application
                           will be provided with the PCS that is capable of
                           supplying high speed process data over the Ethernet
                           link using TCP/IP protocol to either OLE, Active-X or
                           NetDDE clients on the external plant network. The PCS
                           shall be capable of supplying all available process
                           analog and digital values at the configured I/O
                           hardware scanning frequency to the client
                           applications without overloading the PCS network.

                  The PCS shall be designed to control, monitor and alarm the
                  various power plant systems and shall be capable of
                  interfacing with external devices in a convenient matter. Its
                  operation shall be easy to understand by operating personnel
                  with a basic knowledge of the process and without special
                  programming skills. The PCS shall be of a field proven design
                  utilizing standard equipment and programming techniques. The
                  input/output components shall be mounted in free-standing
                  cabinets with connections via a redundant data highway to
                  CRT/keyboard and printers. Flexibility is to be allowed in
                  location of all devices. Field connections shall be readily
                  accessible without disturbing electronic components.

                  The PCS shall be 32 bit microprocessor based and shall include
                  analog control (PID), discrete digital (on-off) control, data
                  acquisition and alarm capabilities. The operator interface
                  with the total system shall be by 19 inch color CRT consoles.
                  The CRT consoles shall include dedicated push-button keyboards
                  with operator and engineering functions including process
                  overview displays, process group displays, control loop detail
                  displays, alarm summary and control loop configuration and
                  tuning functions. Hard copy data logging shall be provided by
                  the printers. The printers will be used for alarm, logging and
                  demand printouts.

                  The microprocessor based control system shall have built-in
                  self checking and diagnostic features provided. These features
                  should include detection of failures and equipment degradation
                  associated with power supplies, memory, CPU programming,
                  analog and digital I/O systems and peripheral devices.

                  The system should be modularly configured for ease of
                  maintenance, trouble shooting and field modifications and
                  shall provide the capability for in-service checkout and
                  maintenance without impairing the availability of the overall
                  system. Controller failures shall result in an automatic
                  switchover to the redundant unit for multi-loop controllers or
                  transfer to manual with all process outputs maintained at
                  their last value prior to failure for single loop controllers.
                  The control system shall incorporate self diagnostics to
                  detect failures or off normal conditions and to alert the
                  operator to these conditions. Data shall be displayed which
                  identifies the component which has malfunctioned and gives
                  sufficient location information for trouble shooting. No
                  failure of a single component shall cause failure of more than
                  one control loop. All components, except the I/O termination
                  cards, shall have a 100% fully redundant hot backup with
                  automatic switchover on failure of the primary component.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 118 of 132
--------------------------------------------------------------------------------


                  Capability shall be provided, when a control loop is
                  transferred to manual, which allows replacement of a defective
                  module e.g. logic or control card, while maintaining full
                  manual control of the affected loop from the CRT.

                  Provisions shall be made for the prevention of unauthorized or
                  accidental changes to system configuration. System data
                  logging and recovery capability shall be provided so that
                  control system configuration and data base can be quickly
                  restored in the event of an operator error or system failure.

                  The system shall have the capacity for up to 20 percent
                  increase in size in the future.

                  The PCS will be controlling and monitoring the gas turbine
                  generator as well as the balance of plant. There will be
                  several remote I/O locations. Each of the remotes must be able
                  to communicate with the other remotes, as well as the CRT's
                  over the redundant data highway.

                  The system shall have a control console which shall consist of
                  CRT's with sealed keyboards and auxiliary console sections,
                  which shall be physically similar to the CRT consoles. The
                  CRT's and auxiliary consoles shall be supplied as one
                  integrated control panel assembly.

                  The CRT's shall each be capable of controlling and monitoring
                  all of that unit's systems. Under normal operation, one CRT
                  will be dedicated as an alarm CRT for all system alarms. The
                  other CRT's will be used for control and monitoring. These two
                  functions shall be interchangeable between the CRT's.

                  An ethernet link, necessary hardware, and software shall be
                  provided to allow interface between the PCS Data Highway and a
                  Contractor furnished personal computer based Performance
                  Monitoring System and Data Historian.

                  The system shall have one master clock which shall synchronize
                  all clocks within the system including the sequence of events
                  recorders and the digital display clocks mounted on the
                  auxiliary control consoles. The system shall also synchronize
                  the gas turbine control system clocks to the PCS clock.

                  There will be several systems which will be controlled and/or
                  monitored by the PCS. These systems will be identified by the
                  three (3) letter code at the beginning of each I/O point
                  number. The operator interface unit shall have, in addition to
                  the keys necessary to perform all the operator functions, a
                  labeled key for each plant system which the operator can use
                  to gain access to information alarms or control functions
                  within that plant system.

                  The PCS shall be capable of automatic generation control (AGC)
                  of each of the gas turbine generator unit over the full load
                  range from approximately 50% load to base without
                  interruption.

                  2.7.2.1  Input and Output Devices (I/O)

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 119 of 132
--------------------------------------------------------------------------------


                           All inputs to and outputs from the Plant control
                           system shall be identified by a point ID. The point
                           ID shall have up to nine (9) characters and
                           information about the point shall be obtained from
                           the CRT keyboard using this point ID.

                           All I/O to and from the PCS shall comply with ANSI
                           C37.90A.

                           To permit removal of I/O modules without removing
                           field wiring, all I/O field terminations shall be
                           terminated on separate field termination blocks in
                           I/O cabinets provided by the Contractor. Cabinets and
                           enclosures shall shield against RFI pickup and high
                           voltage electrical noise.

                           The Contractor shall include a minimum of 20% spare
                           of each type of I/O point at each of the I/O
                           locations which shall be wired to the termination
                           cabinets.

                           The system shall be designed to perform data
                           acquisition functions for all process inputs as
                           described herein.

                           The scan rate of all process inputs shall be as
                           follows:

                           -        Analog Inputs - Once per 1.0 second average,
                                    with provisions for scanning at least 5
                                    percent of the analog inputs at a rate of
                                    once per 0.1 second.

                           -        Contact Inputs (low resolution) - Once per
                                    second.

                           -        Contact Inputs (high resolution) - Once per
                                    millisecond.

                                    The system shall have the capability to
                                    perform real-time calculations using the
                                    input data processed. The system shall be
                                    capable of further performing real-time
                                    calculations using the calculated variables.
                                    All analog inputs, digital inputs, and
                                    calculated variables shall be available for
                                    use by the system to perform the control,
                                    alarm, display, and logging functions.

                                    The Contractor shall provide a complete set
                                    of programmed instructions and displays with
                                    the system to execute the modulating type
                                    control algorithms as defined in SAMA
                                    Standard SR22-11-1966.

                                    During transient conditions causing
                                    deviations of process variables, the control
                                    system shall not permit deviations which
                                    exceed those permitted by manufacturers of
                                    controlled process equipment. In no event
                                    shall the performance of the control system
                                    become the limiting factor on unit
                                    responsiveness. The PCS shall be capable of
                                    producing smooth load changes without
                                    overshoot, unless these changes are not
                                    achievable because of plant equipment
                                    limitations.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 120 of 132
--------------------------------------------------------------------------------


                                    In cases where the PCS modulates more than
                                    one similar auxiliary device, the system
                                    logic shall automatically compensate the
                                    tuning constants of all affected control
                                    loops so as to provide equally responsive
                                    control no matter which combination of
                                    auxiliary devices may be in service.

                                    The PCS shall include provisions to apply
                                    function generator compensation to outputs
                                    so as to linearize control response when
                                    modulating final devices which may be
                                    nonlinear (e.g., control valves).

                                    The arrangement and type of input and output
                                    devices shall be as follows:

                                    -       Process transmitters shall be
                                            located in the process area and
                                            shall measure pressure, flow, level
                                            and temperature.

                                    -       Electrical transducers shall be
                                            located at the electrical equipment
                                            and shall measure voltage and
                                            current and determine watthour,
                                            varhour, watt and var. All
                                            transducers shall be of the
                                            electronic type and shall be
                                            self-powered.

                                    -       Process switches shall be located in
                                            the process area and shall monitor,
                                            alarm and sequence various
                                            equipment. All switches shall be
                                            voltage sensed from the PCS. All
                                            switches shall be electrically
                                            isolated from ground and from one
                                            another.

                                    -       Thermocouples, and RTDs and 100 ohm
                                            platinum RTDs shall be located in
                                            the process area and shall be
                                            directly terminated in the I/O
                                            Cabinets.

                                    -       Control transducers shall be located
                                            in the process area and in response
                                            to signals configured in the PCS
                                            shall actuate valves and dampers,
                                            etc. All transducers shall accept a
                                            4-20 mA DC signal from the PCS and
                                            shall be electrically isolated from
                                            ground and from one another.

                                    -       Switchgear, Load Centers, and Motor
                                            Control Centers located locally and
                                            in the Control Building shall
                                            control circuit breakers, motors,
                                            and motor operated valves in
                                            response to signals configured in
                                            the PCS. All of these shall accept
                                            dry contacts from the PCS.

                           2.7.2.2  Operator Interface

                                    The operator interface equipment shall be
                                    located in the Control Building and shall
                                    provide the operator access to the process
                                    utilizing CRT display terminals with
                                    functional sealed keyboards and one alarm
                                    printer,

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 121 of 132
--------------------------------------------------------------------------------


                                    one demand printer and one log printer. In
                                    the event of loss of electrical power the
                                    unit shall be capable of maintaining memory
                                    functions for a minimum of two (2) hours and
                                    shall provide fail-save outputs.

                                    The PCS shall provide the following minimum
                                    features.

                                    -       The PCS Operator Interface consoles
                                            shall utilize Microsoft Windows NT
                                            version 4.0 (or higher) operating
                                            system.

                                    -       Be conveniently programmable and
                                            capable of controlling from any of
                                            the CRT/keyboard operator interface
                                            terminals. A security system shall
                                            be provided to prevent unauthorized
                                            entries.

                                    -       Provide graphically an overview of
                                            all setpoints, process variables and
                                            deviations from limits with dynamic
                                            updating.

                                    -       Provide graphic display of several
                                            control loops including setpoint,
                                            process variable control output and
                                            control mode status with dynamic
                                            updating.

                                    -       Provide display and operator control
                                            of individual loops setpoint,
                                            process variable, control output,
                                            control mode status, and alarms with
                                            dynamic updating.

                                    -       Provide visual, audible indication
                                            and high speed printout of all
                                            deviations from limits and alarm
                                            conditions.

                                    -        Provide sequence of events display
                                             and hard copy.

                                    -        Provide process variable trend
                                             displays.

                                    -        Provide two EIA/RS-232C ports for
                                             interfacing with devices such as
                                             telephone modems, computer, etc.

                                    -        Provide periodic and trip logs in
                                             Purchaser-configurable format up to
                                             25 logs of 100 items each.

                                    -        Provide trending capability for all
                                             of the analog points in the system.

                                    -        Provide self-checking diagnostic
                                             display of PCS malfunctions.

                                    -        Provide redundant facilities for
                                             storing and loading the system
                                             program and short term data storage
                                             i.e., magnetic tape drive or
                                             optical drive for date archived.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 122 of 132
--------------------------------------------------------------------------------


                                    -        Provide custom graphics displays
                                             for up to 50 schematic diagram
                                             arrangements with dynamic updating.

                                    -        Provide long term data storage for
                                             plant record. As a minimum the long
                                             term data storage shall collect all
                                             trended data, all logs, all alarms,
                                             and all operator actions. In
                                             addition, the transfer of
                                             information from short term to long
                                             term data storage shall be fully
                                             automatic and the control system
                                             shall remain completely operational
                                             during the data transfer.

                           2.7.2.3           Load Control

                                    The PCS shall utilize the revenue meter
                                    (MWH) to trim the load on gas turbines
                                    selected by the operator to match the
                                    preselected load (energy) setpoint entered
                                    by the operator. The system will continously
                                    monitor, project, and adjust the load on the
                                    selected gas turbines to maintain a
                                    deviation between the setpoint and the
                                    actual delivered energy which does not
                                    exceed 1.8 MWh, or 0.9% of the Energy
                                    Request for a given hour (as defined in the
                                    Power Purchase Agreement), which ever is
                                    greater.

                           2.7.2.4  Power Supplies

                                    Plant control system power shall be supplied
                                    by the Contractor from the following
                                    sources:

                                    -       Primary - 120 V a-c, 60 Hz, not
                                            exceeding PLUS OR MINUS 2% voltage
                                            variation, PLUS OR MINUS 0.5%
                                            frequency variation, and less
                                            than 5% harmonic distortion.

                                    -       Backup - 125V d-c, Battery System
                                            through the 120V ac UPS.

                                    The Contractor shall supply within his
                                    cabinet loss-of-power alarms to monitor each
                                    of the above power sources. These alarms
                                    shall be mounted ahead of any distribution
                                    panels and internal power supplies.

                                    The Contractor shall supply whatever power
                                    supplies that are required to operate the
                                    Plant control system. Each of these power
                                    supplies shall have a full capacity on-line
                                    backup power supply. Each power supply shall
                                    have an associated failure alarm. Power
                                    distribution within the PCS shall be
                                    arranged such that the loss of power at an
                                    individual subsystem does not impair the
                                    correct operation of other subsystems or
                                    create an unsafe condition.

                                    Ground fault detection shall be provided for
                                    systems utilizing floating power supplies.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 123 of 132
--------------------------------------------------------------------------------


                                    Power distribution circuit breakers shall be
                                    provided with individual trip indication.
                                    Fuses shall be of the indicating type.

                                    Each cabinet shall be provided with
                                    convenience outlets to facilitate
                                    maintenance work. These convenience outlets
                                    shall be powered from a separate 120 V a-c
                                    supply provided by the Contractor. The
                                    Contractor shall also provide redundant
                                    cooling fans and cartridge filters in each
                                    cabinet and the fans shall be fed from the
                                    primary and backup power supplies.

                                    A tinned coated copper ground bus shall be
                                    installed at the bottom and across the full
                                    width of each enclosure. It shall be drilled
                                    at each end for extension and shall have a
                                    suitable indent-compression type lug bolted
                                    to it near each end for the Contractor's
                                    ground cable to the plant ground grid. A
                                    flexible strap or bar link shall be provided
                                    at each shipping split. This ground bus
                                    shall be connected to all enclosure steel.

                                    A second similar ground bus shall be
                                    installed above the first and insulated from
                                    all enclosure steel. When instrument loops
                                    require signal points or cable shields to be
                                    grounded, this bus shall be used. All other
                                    grounds shall be connected to the
                                    uninsulated ground bus unless otherwise
                                    noted.

                                    Ground wires, if used, shall be so installed
                                    as to be visible and accessible after all
                                    other wiring has been completed.

                           2.7.2.5  System Configuration

                                    The Contractor shall configure, load and
                                    debug the PCS data base at the factory. A
                                    printout of the data base and detailed
                                    configuration diagrams shall be supplied to
                                    the Owner for review and comment prior to
                                    finalization of system configuration.

                           2.7.2.6  Programmable Logic Controller (PLC)

                                    Digital logic, sequential control, and
                                    emergency shutdown systems may be done
                                    through microprocessor controllers
                                    distributed throughout the plant. The
                                    microprocessor controllers shall interface
                                    with the PCS, and be capable of performing
                                    efficiently the digital function. Specific
                                    complete systems with local operator
                                    interfaces could be proposed to be
                                    microprocessor based PLC systems as
                                    manufactured by Modicon and Allen-Bradley,
                                    but shall be provided with the necessary
                                    interface to the central PCS to allow for
                                    higher level coordination and central
                                    control room remote operation and
                                    monitoring.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 124 of 132
--------------------------------------------------------------------------------


                  2.7.3    Instrumentation and Control Valves

                           This section covers the instrumentation and controls
                           furnished and installed for the project.

                           All instrument scales shall be calibrated and printed
                           in the system of units as specified by the
                           Contractor. All scales shall be graduated and marked
                           in English units only. Scales and charts shall have
                           linear graduations.

                           Instrument scales shall be white with black division
                           marks and, where practical, the divisions shall be
                           based on multiples of 10.

                           Preferably instrument ranges shall be selected to
                           have the "normal" reading at 75% of full scale.

                           2.7.3.1  Transmitters

                                    Transmitters shall be 4-20 mA dc two-wire,
                                    solid-state type, with plug-in circuit
                                    board. External zero and span adjustments
                                    are required.

                                    All parts of the transmitter in contact with
                                    the process medium shall be constructed of
                                    materials suitable for the application and
                                    the pressure-temperature conditions
                                    encountered.

                                    Transmitters utilized for measuring
                                    differential pressure, flow, and level shall
                                    be furnished with a preassembled valve
                                    manifold suitable for mounting directly on
                                    the transmitter.

                                    All transmitters shall be designed to
                                    prevent the process medium from contacting
                                    the electronics or from entering the wiring
                                    circuit if the measuring element fails.

                                    The accuracy of all transmitters shall be
                                    "0.5 percent of the calibrated range or
                                    better. Repeatability shall be "0.1 percent
                                    or better.

                                    Each transmitter shall have an integral
                                    junction box with terminal strip, integral
                                    test jacks, and conduit connection, and
                                    shall be complete with all mounting
                                    accessories.

                                    When transmitters are required to provide
                                    multiple outputs to recorders, indicators,
                                    etc, as well as providing an input to the
                                    control system, the circuit shall be
                                    arranged so that disconnecting an input to a
                                    recorder, indicator, etc, shall not cause an
                                    upset in the control system, or a change in
                                    transmitter calibration.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 125 of 132
--------------------------------------------------------------------------------


                                    It shall be possible to ground either output
                                    terminal of a transmitter or its receiver
                                    without affecting transmitter
                                    characteristics. There shall be no signal
                                    grounds within the transmitters.

                                    Reservoirs shall be furnished by the
                                    Contractor when required by the service or
                                    type of transmitter supplied.

                                    The dynamic response of transmitters and
                                    converters shall be compatible with the
                                    performance requirements of the loops or
                                    systems.

                           2.7.3.2  Thermocouples, RTD's and Thermowells

                                    Thermocouples shall be stainless steel
                                    sheathed, magnesium oxide insulated with an
                                    overall sheath. Thermocouples used in
                                    thermowells shall be ungrounded. The sheath
                                    shall be spring-loaded to maintain thermal
                                    and electrical contact. Where safety
                                    requirements dictate, the hot junctions
                                    shall be grounded.

                                    Chromel Constantan Type E or Chromel Alumel
                                    Type K shall be used for temperature
                                    sensing.

                                    Thermocouple limits of error shall be
                                    PLUS 2 DEG. F up to 600 DEG. F and PLUS 3/8
                                    percent above 600 DEG. F. Where such
                                    accuracy is not satisfactory for the
                                    process, ungrounded 100 ohm platinum RTDs
                                    may be used.

                                    The overall horizontal and vertical
                                    dimensions of the head shall be not less
                                    than 4 inches. The internal arrangement
                                    shall be such that rotation of the screw
                                    cover does not damage the internal
                                    components. A grounding terminal shall be
                                    provided in the connection head. Complete
                                    thermocouple parts shall be shop-assembled
                                    to form a thermocouple assembly including
                                    the protection wells. The bore of each well
                                    must be concentric with the outside diameter
                                    within PLUS 10 percent of the wall
                                    thickness. Wells shall be of the same
                                    material as the pipe.

                           2.7.3.3  Local Temperature Indicators

                                    Normally, local temperature indication shall
                                    be by bimetallic type indicators with
                                    universal joint and 5-inch diameter dial.
                                    Each thermometer shall be supplied with a
                                    thermowell.

                           2.7.3.4  Pressure Switches

                                    Pressure sensing switches for alarm and
                                    shutdown shall have separate housings.

                                    Switch contacts shall be rated at 125-V ac,
                                    10A resistive and 125-V dc 0.5A resistive.
                                    Switch contacts shall have separate
                                    terminals. Alarm

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 126 of 132
--------------------------------------------------------------------------------


                                    switches shall close to alarm. Switches
                                    used for shutdown and control shall close
                                    to cause desired action.

                                    Switches shall be snap-acting type. All
                                    wetted parts shall be Series 300 stainless
                                    steel. Pressure connections shall be
                                    1/2-inch FNPT. Alarm and shutdown switch
                                    settings shall not be adjustable from
                                    outside the housing.

                                    Instruments and controls shall be installed
                                    with suitable isolation valves to permit
                                    removal while the system is in operation.

                           2.7.3.5  Level Switches

                                    Level switches provided by the Contractor to
                                    monitor process level conditions shall be of
                                    the externally mounted float type, suitable
                                    for the pressure temperature and general
                                    service conditions and functions specified.

                                    Floats shall be fabricated of stainless
                                    steel and shall be encased in a cage. All
                                    cages shall have a flanged connection to
                                    permit removal of the float.

                                    Piping connections shall be made on the side
                                    and bottom of the cage and shall have 1 inch
                                    socket weld ends. All electrical conduit
                                    connections shall be 3/4 inch NPT.

                                    Electrical switches shall have the following
                                    minimum inductive load ratings:

                                            125 VDC - 0.5 amp (break)
                                            (resistive) 120 VAC - 5.0 amp
                                            (break)

                                    The individual switches provided with each
                                    level switch shall be electrically isolated.

                           2.7.3.6  Local Pressure Indicators

                                    Pressure indicators shall be bourdon type,
                                    accurate to within 1 percent of span. Dials
                                    shall be white with black markings and shall
                                    be 4-1/2 inches in diameter with markings
                                    for 170 degrees of the dial. Units of
                                    measurement shall be specified on the dial
                                    face. Pointer shall be externally
                                    adjustable. Gage movements shall be
                                    stainless steel, geared type. Case shall
                                    have a blowout disc in the back. Bourdon
                                    tubes shall not contain copper material.

                           2.7.3.7  Control Valves

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 127 of 132
--------------------------------------------------------------------------------


                                    The entire operating load range of the plant
                                    shall be fully considered when developing
                                    the control valve specification sheets.
                                    Control valve body sizes shall not be more
                                    than one pipe size smaller than the nominal
                                    pipeline size up to eight (8) inches. For
                                    nominal line sizes greater than eight (8)
                                    inches, control valve body sizes shall not
                                    be more than 2 pipe sizes smaller than the
                                    nominal pipeline size. Valve travel shall
                                    not exceed 80 percent at the maximum
                                    operating condition. Valve noise (excluding
                                    steam conditioning valves) shall not exceed
                                    95 dBA @ three (3) feet.

                                    Control valve sizing and detailed
                                    requirements shall be the responsibility of
                                    the Contractor. ISA Format Data Sheets shall
                                    be used to specify the valves.

                                    Control valves shall conform to the
                                    requirements of ANSI B31.1, Code for Power
                                    Piping and be suitable for use under the
                                    specific operating conditions.

                                    Handwheels shall be provided on all
                                    air-operated valves.

                                    The control valve body shall be no more than
                                    two nominal sizes smaller than the line in
                                    which the valve is installed.

                                    Body fluid velocities shall be limited to 40
                                    fps as liquid and 0.3 mach as vapor or gas.
                                    Trim sizes may be reduced to 0.4 factor trim
                                    minimum when pipe size or velocities are
                                    limiting.

                                    Valves shall be capable of passing 125
                                    percent of the normal capacity. If the
                                    maximum capacity is listed, the valve shall
                                    be capable of passing 105 percent of that
                                    figure.

                                    Globe and angle type valves will have cage,
                                    top and bottom, or top guiding (no skirt
                                    guiding). Bonnets shall be flanged or of
                                    integral construction. The packing gland
                                    shall be the bolted type.

                                    Under the normal range of operating
                                    conditions the sound level at any point 3 ft
                                    radially from the surface of the downstream
                                    pipe at a distance of 3 ft downstream of the
                                    valve outlet should not exceed 90 dBA
                                    (excluding steam conditioning valves).

                                    Valve materials shall be ASTM or ASME type
                                    carbon steel, chrome moly, or stainless
                                    steel, as required by the service
                                    conditions.

                                    All trim materials shall be stainless steel,
                                    as a minimum, with hardened 400 Series
                                    stainless steel or Stellite hard surfaced
                                    trim where pressure drops exceed 100 psi or
                                    wear is expected from erosion.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 128 of 132
--------------------------------------------------------------------------------


                                    Rotary valves may have plugs similar to body
                                    materials but must have alloy steel shafts
                                    for corrosion and shear resistance.

                           2.7.3.8  Solenoid Valves

                                    Valves shall be selected to incorporate body
                                    construction, trim materials, and internal
                                    arrangements suitable to the application.
                                    Solenoid enclosures shall be NEMA 4 unless
                                    otherwise required. Solenoid coils shall be
                                    Class H high temperature construction and
                                    shall be suitable for continuous duty.

                           2.7.3.9  Flow Elements

                                    Flowmeters shall preferably be those of the
                                    differential pressure type with an accuracy
                                    of "1 percent of the span maintained over a
                                    10:1 flow turndown. The materials of the
                                    meters and their associated parts shall not
                                    be deteriorated by the working fluid. Flow
                                    transmitters shall have output linear with
                                    differential pressure with an accuracy of
                                    within "0.5 percent of full scale range.

                                    Flow metering primary elements and
                                    installations shall be designed in
                                    accordance with ASME "Fluid Meters" Part
                                    Two, "Application of Fluid Meters". Primary
                                    elements shall be ASME long radius flow
                                    nozzles or thin plate square edge concentric
                                    orifices as appropriate to system operating
                                    conditions and as described herein. Steam
                                    flows shall be measured with ASME long
                                    radius flow nozzles. Annubars are not
                                    acceptable.

                                    The Contractor shall be responsible for
                                    verifying that sufficient length of straight
                                    pipe is provided on each side of all primary
                                    elements. Any internal boring of adjacent
                                    pipe shall be by the Contractor. The
                                    pressure taps for flow nozzles shall be
                                    installed in the pipe well as described in
                                    "Fluid Meters" Part Two. Orifices shall be
                                    installed between specially designed orifice
                                    flanges.

                                    Where required, flow metering shall be
                                    temperature and/or pressure compensated. For
                                    flow metering of oil, positive displacement
                                    meters or area meters shall be provided. For
                                    flow metering of fuel gas to the gas
                                    turbine, an orifice plate meter run shall be
                                    provided.

                                    Condensing reservoirs shall be provided on
                                    all flow transmitter services where low
                                    differential pressures relative to the
                                    static pressure are present in steam
                                    service. Condensing reservoir inlet and
                                    outlet connections shall be a minimum of 20
                                    mm.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 129 of 132
--------------------------------------------------------------------------------


                                    -       Nozzles - Flow nozzles shall be
                                            constructed of Type 304 stainless
                                            steel and shall be designed in
                                            accordance with Paragraphs II-III-20
                                            through II-III-26 of the ASME report
                                            "Fluid Meters," Part Two Application
                                            of Fluid Meters - Especially
                                            Differential Pressure types.

                                    -       Orifice Plates - Orifice plates
                                            shall be constructed of Type 304 or
                                            316 stainless steel. Orifice plates
                                            shall not be less than 1/8 inch
                                            thick for nominal pipe diameters up
                                            to and including 12 inches, and
                                            shall not be less than 1/4 inch
                                            thick for nominal pipe diameters
                                            above 12 inches. Orifice plates
                                            shall be constructed in accordance
                                            with ASME/AGA standards.

                                    -       Fuel Flow Meters - Individual fuel
                                            gas flow and fuel oil flow metering
                                            systems shall be provided for the
                                            gas turbine. A fuel gas check
                                            metering system shall be installed
                                            in the main gas lines. The check
                                            meter shall be installed per API
                                            standards. The metering systems
                                            shall be complete with all required
                                            transducers, including, but not
                                            necessarily limited to, the
                                            following:

                                            Flow meter

                                            Density or specific gravity
                                            transmitters

                                            Pressure transmitters

                                            Temperature elements

                                            The Contractor's Plant control
                                            system programs shall include the
                                            proper algorithms to continuously
                                            provide the determination of heat
                                            input to the gas turbine in
                                            accordance with methods described in
                                            the ASME PTC 22-1985 references
                                            contained herein.

                           2.7.3.10 Gas Chromatograph and Flow Computer

                                    An on-line gas chromatograph and flow
                                    computer (Daniel or Owner approved equal)
                                    shall be provided in the main gas line for
                                    measuring plant gas flow, heating value
                                    (Btu/Scf), relative density (specific
                                    gravity), and compressibility of the fuel
                                    gas. The chromatograph shall employ thermal
                                    conductivity detection with an accuracy of
                                    0.1% over an operating range of 0oF to
                                    130oF. The data shall be transmitted to a
                                    gas computer (provided by the Contractor)
                                    and then to the PCS for gas flow and
                                    equipment performance calculations. The
                                    Contractor shall incorporate reference
                                    conditions common to the gas suppliers. The
                                    orifice metering run shall meet the straight
                                    length requirements of ISO-

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 130 of 132
--------------------------------------------------------------------------------


                                    5167 and the manufacturing and installation
                                    requirements of ASME MFC-3M-1989. Meter
                                    shall be designed for 10:1 turndown and
                                    shall contain stacked transmitters.

                           2.7.3.11 Installation

                                    All instruments shall be installed in
                                    accordance with Contractor's drawings and
                                    manufacturers' recommendation. All
                                    instruments shall be located where they will
                                    be accessible from ladders, platforms, or
                                    grade. All locally mounted indicating
                                    instruments shall face forward toward the
                                    normal operating area and shall be within
                                    reading distance and in the line of sight.

                                    The Contractor shall mount instruments level
                                    and plumb, rigidly supported and in such a
                                    manner as to provide protection from heat,
                                    shock and vibration; accessibility for
                                    maintenance; and freedom from interference
                                    with piping, conduit and equipment.
                                    Current-to-pressure transducers shall not be
                                    mounted on the control valves unless the
                                    transducers are received from the
                                    manufacturer already valve mounted and
                                    tubed, or specific instructions to valve
                                    mount the transducers are given on the
                                    drawings.

                                    Single tubes and multitube bundles shall be
                                    installed in a neat, workmanlike manner and
                                    show no sign of crumpling, bends of too
                                    short a radius, flattening, etc. Extreme
                                    care shall be exercised to keep foreign
                                    matter out of the system. All open tubing
                                    ends and connections shall be kept plugged
                                    to keep out dust, dirt, moisture, oil, etc.
                                    Tube benders shall be of the proper
                                    dimensions. Tubing shall not be installed
                                    with damaged walls or flattened ends.

                  2.7.4    Control Panels

                           This section covers the design, fabrication and
                           installation of floor and wall mounted control panels
                           for the project.

                           Control panels shall meet applicable requirements of
                           NEMA as defined in Paragraph 2.6.1.

                           Panels shall be of all welded steel construction.
                           Exterior surfaces shall be smooth and free of defects
                           and imperfections. All welds shall be ground smooth.
                           Exposed edges, corners and edges of cutouts shall be
                           smooth and rounded.

                           Control panel doors shall be provided with full
                           length piano type hinges and three point latching
                           system fasteners with stainless steel handles. the
                           locks shall be keyed alike.

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 131 of 132
--------------------------------------------------------------------------------


                           Braces and stiffening members shall be provided as
                           required to prevent any panel distortion. Braces and
                           stiffeners shall not interfere with instrument
                           locations.

                           Panel tubing and wiring shall be neatly routed and
                           supported and shall not block access to instruments.
                           Tubing and wiring shall be terminated on tubing
                           terminal plates or terminal strips, respectively.
                           Twenty (20) percent spare connections shall be
                           provided.

                           All devices and components in the rear or interior of
                           the panel, as well as back of front mounted
                           equipment, shall be identified. Name plates shall be
                           installed on the front of the panels to identify all
                           instruments, gauges, etc.

                           Free standing panels shall be provided with internal
                           lighting fixtures and electrical outlets.

                           Panels shall be ventilated or air conditioned as
                           required to prevent overheating and moisture
                           condensation.

                           Control panels shall be cleaned, primed, and finish
                           painted with the manufacturer's standard painting
                           system.

                  2.7.5    Continuous Emission Monitoring System

                           This section covers the design, procurement,
                           installation, testing and certification of the
                           continuous emission monitoring system (CEMS) for the
                           plant. The CEMS equipment shall comply with NEMA,
                           ASME, ISA, ANSI, IEEE and OSHA codes and standards as
                           applicable; Environmental Protection Agency (EPA)
                           requirements in 40 CFR Part 60, and 40 CFR Part 75;
                           State of Georgia Department of Natural Resources,
                           Environmental Protection Division (DNR) requirements
                           including air permit requirements; and the
                           requirements of other local and state regulations.

                           All CEMS equipment shall be provided as a complete
                           and operational system designed to function as a
                           coordinated unit. The equipment and system shall
                           include, but not be limited to, all probes, sample
                           lines, analyzers, enclosures, data acquisition
                           system, heaters, piping, instrumentation valves,
                           supports, blowers, gas dryers, pumps, filters,
                           coolers and other equipment and materials for a
                           complete system.

                           The CEMS system shall utilize only dry extractive or
                           wet extractive type monitoring equipment. Dilution
                           extractive type systems are not acceptable.

                           The CEMS system shall monitor for the following stack
                           flue gas constituents:

                           -        NO(2)
                           -        O(2)

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 132 of 132
--------------------------------------------------------------------------------


                           -        Stack flue gas flow rate

                           SO2, CO and CO2 emissions will be calculated using
                           fuel flow and fuel composition data.

                           The system accuracy, span, and specifications and
                           test procedures shall meet 40 CFR 60, 40 CFR 75, and
                           performance specifications established by DNR.

                           All probes and all material exposed to the flue gas
                           shall, as a minimum, be 316L stainless steel.

                           The sample lines from the stack sample probes to the
                           analyzers shall be heat traced and insulated for
                           freeze protection. Sample lines shall be shop
                           fabricated as a continuous length. Splicing of the
                           lines is not acceptable.

                           The Continuous Emissions Monitoring System (CEMS)
                           will consist of six individual extractive-type
                           systems. The systems will be housed in two
                           enclosures, each with a group of three systems. The
                           extractive sample conditioning will consist of heated
                           sample probe and line with moisture removal at the
                           analyzer racks. The enclosures shall be insulated,
                           dust tight, and environmentally controlled. The
                           enclosures shall be sized to provide maintenance
                           access around the cabinets and racks. A minimum of 30
                           inches clearance shall be provided between the
                           outside walls and the cabinets/racks. A minimum of a
                           48 inches access aisle shall be provided at the front
                           of the cabinets/racks. A 30 inch by 60 inch work
                           bench shall also be provided in the enclosure.
                           Adequate lighting and electrical outlets shall be
                           provided in the interior of the enclosure. The
                           enclosure shall conform to applicable state and local
                           codes.

                           An integrated system for CEMS control and data
                           acquisition shall be provided and shall be capable of
                           interfacing with the plant plant control system. The
                           data acquisition system (DAS) shall be separate,
                           dedicated, IBM compatible personal computer system
                           located in the plant control room. The DAS shall
                           collect and store CEMS data, perform required
                           calculations and generate reports as required for
                           plant operations and regulatory compliance.

                  The DAS computer shall, as a minimum, be provided as follows:

                           -        Pentium II, 400 MHz microprocessor (minimum)

                           -        Internal memory of at least 32 MB RAM with a
                                    minimum 5 GB hard disk drive

                           -        One 3-1/2 inch floppy drive and one compact
                                    disk drive

                           -        15 inch VGA color monitor

<PAGE>
--------------------------------------------------------------------------------
                                                            EPC - Exhibit B
                                                            --------------------
              TENASKA GEORGIA GENERATION PROJECT            Page 133 of 132
--------------------------------------------------------------------------------


                           -        High speed, letter-quality wide carriage
                                    printer

                           -        56k baud telephone modem

                           -        Utilize WINDOWS NT Version 4.0 or later and
                                    software required for all
                                    calculations and report generation

                           The Contractor shall perform all required factory and
                           field tests required to certify the CEMS equipment
                           according to 40 CFR 60, 40 CFR 75 and TNRCC
                           requirements.

                  2.7.6    Plant Weather Instrumentation

                           A plant weather station shall be provided to monitor
                           plant ambient dry bulb temperature, wet bulb
                           temperature, relative humidity, barometric pressure,
                           wind speed, and wind direction. Hardware will
                           basically consist of a wind monitor and mast,
                           temperature/RH sensor with solar radiation shield,
                           barometric pressure sensor, programmable translator,
                           and sensor cabling. The translator device shall
                           provide 4-20 mA output signals to the PCS for wind
                           speed, wind direction, dry bulb temperature, relative
                           humidity, barometric pressure, and wet bulb
                           temperature (calculated). The weather station
                           instruments shall be located such that plant
                           equipment does not impact the readings.

                  2.7.7    Security System

                           The main gate shall be capable of being operated at
                           the control room and have Closed Circuit TV (CCTV)
                           and two-way speakers with on-off control. Contractor
                           shall provide all permanent surveillance facilities,
                           including CCTV with two cameras. Contractor shall
                           provide space for security monitor (minimum 14"
                           screen) in the control room and provide CCTV cabling
                           between gates and the control room. CCTV's shall have
                           remote pan and zoom capabilities.


<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT B

                                  ATTACHMENT I

                              DESIGN GUIDE DRAWING

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

DRAWINGS:

1)       TENASKA GEORGIA GENERATION FACILITY SITE PLAN
2)       TENASKA GEORGIA GENERATION FACILITY PLOT PLAN
3)       TENASKA GEORGIA GENERATION FACILITY EXISTING CONTOURS
4)       TENASKA GEORGIA GENERATION FACILITY ONE LINE DIAGRAM
5)       TENASKA GEORGIA GENERATION FACILITY DEMINERALIZED WATER SYSTEM - P&ID
6)       TENASKA GEORGIA GENERATION FACILITY CO2 & HYDROGEN SYSTEM - P&ID
7)       TENASKA GEORGIA GENERATION FACILITY NATURAL GAS SYSTEM - P&ID
8)       TENASKA GEORGIA GENERATION FACILITY WATER DISCHARGE/DRAINAGE
         SYSTEM - P&ID
9)       TENASKA GEORGIA GENERATION FACILITY FUEL OIL SYSTEM - P&ID
10)      TENASKA GEORGIA GENERATION FACILITY FIRE PROTECTION SYSTEM - P&ID
11)      TENASKA GEORGIA GENERATION FACILITY COMPRESSED AIR SYSTEM - P&ID
12)      TENASKA GEORGIA GENERATION FACILITY ELECTRICAL SYSTEM - DC AND UPS
         POWER SYSTEM - ONE LINE DIAGRAM


<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT B

                                  ATTACHMENT II

                   ELECTRIC UTILITY INTERCONNECTION AGREEMENT

                                     [LATER]


<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT B

                                 ATTACHMENT III

                                    NOT USED





<PAGE>

                                    EXHIBIT B

                                  ATTACHMENT IV

                     [Form of Power Purchase Agreement Removed]


f<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT






                                    EXHIBIT B

                                  ATTACHMENT V

                       CONTROL SYSTEM CONFIGURATION-BLOCK

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

DRAWING OF TENASKA GEORGIA GENERATION PROJECT CONTROL AND MONITORING SYSTEM -
PLANT CONTROL SYSTEM - ARCHITECTURE


<PAGE>



                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT B

                                  ATTACHMENT VI

                        EXTENDED WARRANTY EQUIPMENT LIST


<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT B

                                  ATTACHMENT VI

                        EXTENDED WARRANTY EQUIPMENT LIST

In accordance with Article 9.9 of the EPC Agreement, the following equipment
shall have extended warrantees such that the warranty shall not expire prior
to the longer of eighteen (18) months after the Scheduled Commercial
Operation of the last Unit in Phase II or twelve (12) months after Commercial
Operation of the last Unit in Phase II. This equipment is expected to enter
commercial service with Phase I.

<TABLE>
<CAPTION>
-------------- ---------------------------------------------------------- -----------------------------------
Item           Description                                                Warrantee Period

-------------- ---------------------------------------------------------- -----------------------------------
<S>            <C>                                                        <C>
Item 1         Generator 18kV/500kV Step-up Transformer  serving Units    The longer of eighteen (18) months
               3 and 4.  T2 per the Contract One-Line Diagram.            after the Scheduled Commercial
                                                                          Operation of the last Unit in
                                                                          Phase II or twelve (12) months after
                                                                          Commercial Operation of the last
                                                                          Unit in Phase II.
-------------- ---------------------------------------------------------- -----------------------------------
Item 2         Power Distribution Center (PDC) including installed        Same as Item 1 above.
               equipment.
-------------- ---------------------------------------------------------- -----------------------------------
Item 3         Fuel Gas Supply System gas preheaters and gas              Same as Item 1 above.
               chromatograph
-------------- ---------------------------------------------------------- -----------------------------------
Item 4         Fuel Oil Supply System fuel oil unloading pumps and        Same as Item 1 above.
               forwarding pumps
-------------- ---------------------------------------------------------- -----------------------------------
Item 5         DC Electrical system including battery, battery charger,   Same as Item 1 above.
               and UPS including inverter.
-------------- ---------------------------------------------------------- -----------------------------------
Item 6         Air compressors and air dryers.                            Same as Item 1 above.
-------------- ---------------------------------------------------------- -----------------------------------
Item 7         Oil/water seperator                                        Same as Item 1 above.
-------------- ---------------------------------------------------------- -----------------------------------
Item 8         Water Injection Supply Pumps                               Same as Item 1 above.
-------------- ---------------------------------------------------------- -----------------------------------
Item 9         Evaporative Cooler Supply Pumps                            Same as Item 1 above.
-------------- ---------------------------------------------------------- -----------------------------------
Item 10        Auxiliary Transformers 18kV/4160V.   Transformers T7 &     Same as Item 1 above.
               T8 per the Contract One-Line Diagram.
-------------- ---------------------------------------------------------- -----------------------------------
Item 11        Auxiliary Transformers 4160V/480V.   Transformers T10 &    Same as Item 1 above.
               T11 per the Contract One-Line Diagram.
-------------- ---------------------------------------------------------- -----------------------------------
</TABLE>

                                     Page 1


<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT C

                            LIMITED NOTICE TO PROCEED


<PAGE>

                               September 10, 1999

Mr. Gerald P. Burke                                  Via Facsimile #210 475 8096
Zachry Construction Company
527 Logwood
PO Box 240130
San Antonio TX  78221-0130

RE:      Limited Notice to Proceed

Dear Gerald:

Tenaska Georgia I, L.P., a Delaware limited partnership ("Owner") and Zachry
Construction Corporation, a Delaware corporation ("Contractor") have
negotiated a draft of an Engineering, Procurement and Construction Agreement
for a dispatchable electric generating plant to be located on Owner's
premises in Heard County in the State of Georgia (the "EPC Agreement"). This
letter authorizes Contractor to proceed with the scope of Work set forth in
Exhibit C attached to this letter for the compensation set forth in Exhibit C
and below. In performing such Work, Contractor shall be governed by the terms
set forth in the September 10, 1999 draft of the EPC Agreement. In the event
that the EPC Agreement is finally approved and executed by Owner and
Contractor, this letter will serve as the Limited Notice to Proceed under the
EPC Agreement, effective as of September 10, 1999; all payments made pursuant
to this letter shall be applied against the Guaranteed Lump Sum Price in such
EPC Agreement and to any applicable cancellation charges provided for in
Exhibit C or in such EPC Agreement; and all services performed by Contractor
shall be considered as having been performed under such EPC Agreement. If
Contractor has not received an Authorization to Proceed under the EPC
Agreement by November 15, 1999, or such EPC Agreement has not been finally
approved and executed by such date, Contractor may invoice Owner for [*] and
Owner shall pay such invoice within fifteen (15) days of receipt, provided
that this Limited Notice to Proceed shall remain in full force and effect
notwithstanding such invoice and payment, pending final approval and
execution of the EPC Agreement and delivery of an Authorization to Proceed
thereunder. If Contractor has not received an Authorization to Proceed under
the EPC Agreement by December 15, 1999, or such EPC Agreement has not been
finally approved and executed by such date, Contractor may invoice Owner for
an additional [*] and Owner shall pay such invoice within fifteen (15) days
of receipt, provided that this Limited Notice to Proceed shall remain in full
force and effect notwithstanding such invoice and payment, pending final
approval and execution of the EPC Agreement and delivery of an Authorization
to Proceed thereunder. This

<PAGE>

Mr. Gerald P. Burke
September 10, 1999
Page 2

letter does not release Contractor to perform any other services anticipated
under the EPC Agreement, except at its sole risk, and Contractor specifically
agrees not to perform any additional services at Owner's premises until released
by Owner with respect to such additional services.

         Owner and Contractor agree to use good faith efforts to proceed with
the negotiation, approval and execution of the EPC Agreement. Notwithstanding
this letter, or any past or future discussions or other communications between
the Parties, neither of the Parties will have any liability or obligation
whatsoever to the other with respect to entering into the EPC Agreement. If
either Party chooses to rely to its detriment on the expectation that the other
will, in fact, enter into the EPC Agreement, such reliance is undertaken at that
Party's sole risk, and the other Party will have no liability or responsibility
for any adverse consequences if no such agreement is signed, regardless of the
reason.

                                       TENASKA GEORGIA I, L.P.

                                       By: TENASKA GEORGIA, INC.

                                       Managing General Partner

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

This Limited Release is acknowledged and accepted, effective as of September 10,
1999.

                                       ZACHRY CONSTRUCTION CORPORATION,
                                       a Delaware corporation

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

Attachment


<PAGE>



--------------------------------------------------------------------------------
                                                                  EPC-Exhibit C

            TENASKA GEORGIA I, L.P.
                                                             Page 1 of 2
      TENASKA GEORGIA GENERATING PROJECT                     Date 09/10/99
--------------------------------------------------------------------------------


As described in Article 20 of the draft EPC Agreement of September 10, 1999,
Owner may issue a Limited Notice to Proceed prior to the issuance of an
Authorization to Proceed. During this Limited Notice to Proceed, the Contractor
will start engineering and procurement functions in preparation for construction
activities. The following activities are expressly authorized during this
Limited Notice to Proceed.

1.       Perform geotechnical investigations at the plant site.

2.       Proceed with engineering and procurement functions, as the Contractor
         deems necessary to support the Project Schedule. These activities may
         include the following:

         -        Geotechnical investigation subcontract.
         -        Engineering to evaluate geotechnical data and develop
                  foundation design criteria.
         -        Project planning and schedule.
         -        Develop engineering design criteria.
         -        Coordinate General Electric Engineering Services.
         -        Prepare General Arrangement Drawings.
         -        Issue site preparation drawings.
         -        Initiate turbine generator foundations.
         -        Initiate building architectural design.
         -        Finalize Project Schedule.
         -        Prepare Project Design Manual.
         -        Prepare General Construction Specifications.
         -        Prepare Project Execution Strategy (i.e., Project procedures
                  manual)
         -        Prepare Site Specific Construction Manuals - (Environmental,
                  Health & Safety and QA).
         -        Prepare preliminary P&ID's.
         -        Initiate underground utility drawings.
         -        Initiate piping layouts.
         -        Prepare electrical one-lines.
         -        Prepare electrical load flow studies.
         -        Initiate electrical grounding design.
         -        Perform necessary design, specification preparation, bidding,
                  contract negotiations, and awards for procurement of stacks,
                  silencers, field erected tanks, generator breakers, iso-phase
                  bus, power distribution center (MCC, switchgear, etc.),
                  auxiliary transformers, and step-up transformers.
         -        Perform necessary design and specification preparation for the
                  compressed air system, plant control system, and CEMS.


<PAGE>



--------------------------------------------------------------------------------
                                                                  EPC-Exhibit C

            TENASKA GEORGIA I, L.P.
                                                             Page 2 of 2
      TENASKA GEORGIA GENERATING PROJECT                     Date 09/10/99
--------------------------------------------------------------------------------

         -        Perform engineering functions, as required, to support Owner's
                  permit applications.

3. Support GE ODM Meeting.

         Owner may terminate this contract during the Limited Notice to Proceed
         period provided that the following cancellation charges are paid at the
         time of termination. Contractor shall be paid (1) actual termination
         costs incurred by Contractor in terminating all equipment purchase
         orders; and (2) Contractor's actual costs of termination which are in
         addition to item (1) plus 10%, provided Contractor's actual costs of
         termination shall not include any charges for direct or indirect
         general and administrative costs or allocations of overhead, but in no
         event shall Contractor be entitled to receive more than the applicable
         Cumulative Cancellation Charge listed below.

<TABLE>
<CAPTION>
                                                       Cumulative
                Event                             Cancellation Charge

         <S>                                      <C>
         September 15, 1999                              $100,000
         October 1, 1999                                 $225,000
         October 15, 1999                                $325,000
         November 1, 1999                                $425,000
         November 15, 1999                             $1,147,500
         December 1, 1999                              $2,662,809
         December 15, 1999                             $2,917,809
         After Authorization to Proceed            See Article 18 EPC Agreement
</TABLE>

         The Cumulative Cancellation Charge shown above for any date shall
         remain in effect until the next date shown on the chart at which time
         the Cumulative Cancellation Charge shall be increased to the amount
         shown.

         During the period from September 10, 1999 until the earlier of (1)
         delivery of an Authorization to Proceed under the EPC Agreement or (2)
         December 31, 1999, Owner shall have the right, prior to execution of
         each of Contractor's purchase orders, to review the cancellation
         provisions of such purchase order.

         The above cancellation charges do not include any cancellation charges
         related to the Turbine Contract. In the event that, after the
         assignment of the Turbine Contract, Contractor must pay any
         cancellation charges that are currently provided for under the Turbine
         Contract, the above charges will be increased by an amount equal to
         such cancellation charges.




<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT






                                    EXHIBIT D

                           ACCEPTANCE TEST GUIDELINES,
                          PROCEDURES AND SPECIFICATIONS

<PAGE>


--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 1 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

Section
--------

<S>     <C>                                                                                                     <C>

1        Introduction and General Requirements....................................................................2

2        Owner Tests..............................................................................................5
         2.1      Performance Tests...............................................................................5
                  2.1.1    Concepts and Objectives................................................................5
                  2.1.2    General Requirements...................................................................5
                  2.1.3    Guaranteed Commercial Operation Performance............................................7
                  2.1.4    Integrated Plant Systems Tests.........................................................9
                  2.1.5    Final Report...........................................................................9
         2.2      Demonstration Tests............................................................................10
                  2.2.1    General Requirements..................................................................10
                  2.2.2    Demonstration Tests Required for Commercial Operation.................................11
                  2.2.3    Demonstration Tests Not Required for Commercial Operation.............................12
                  2.2.4    Final Report..........................................................................13
         2.3      Emissions Tests................................................................................13
                  2.3.1    General Requirements..................................................................13
                  2.3.2    Compliance Test Report................................................................15
         2.4      Availability Tests.............................................................................15
                  2.4.1 Unit AvailabilityTests...................................................................15
                  2.4.2 Plant Availablity Test...................................................................16

3        PECO Tests..............................................................................................17
         3.1      Utility Capacity Test..........................................................................17
         3.2      Procedures and Test Requirements...............................................................17
         3.3      Standard Conditions............................................................................20
         3.4      Final Report...................................................................................20
</TABLE>




<PAGE>


--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 2 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------



All Section references in this Exhibit D shall be to Sections in this Exhibit D
unless otherwise specifically stated.

SECTION 1         INTRODUCTION AND GENERAL REQUIREMENTS

1.l      This Exhibit describes the Acceptance Test procedures, guidelines and
         specifications for the Georgia Generation Project located in Heard
         County, Georgia. The simple cycle generation plant is comprised of six
         (6) General Electric PG7241FA gas turbine-generators.

1.2      The Acceptance Tests described in this Exhibit fall into two (2)
         categories: Owner Tests and PECO Tests. The Owner Tests, which are
         covered under Section 2.0 of this Exhibit D, consist of Performance
         Tests (including Component Tests) if required, Demonstration Tests,
         Emissions Test and Availability Test. The PECO Tests, which are covered
         under Section 3.0 of this Exhibit D, consist of a Utility Capacity Test
         and an Evaporative Cooler Test.

1.3      During all Acceptance Testing the plant and equipment will be operated
         within normal design limits of the equipment and in a manner consistent
         with Good Utility Practice for continuous long-term operation, and the
         gas turbine control temperatures shall not exceed manufacturer's
         recommendation for continuous long-term operation. During testing, the
         Plant will be operated from the control room with systems normally
         operated in automatic operating in the automatic mode.

         During the Acceptance Testing period, the Contractor will develop a
         daily testing schedule and submit it to Owner at least twelve (12)
         hours prior to testing. Contractor will notify owner of any changes in
         the schedule as soon as possible. Contractor will always notify Owner
         at least one (1) hour prior to start of any given test.

1.4      During the Performance Tests (Exhibit D, Section 2.1), the Gas Turbine
         Fuel Oil Firing Test (Section 2.2.2.1), the Minimum Load Test (Section
         2.2.2.8), the Unit Availability Test (Section 2.4), and the Utility
         Capacity Test, (Section 3.0) stack emissions shall be equal to or less
         than the permit limits included in Exhibit G.

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 3 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------



         Verification of stack emissions shall be performed using the CEMS
         (referred to as the "CEMS Requirements" in Section 12.2(d) of the EPC
         Agreement). CEMS equipment shall be tested in accordance with the
         applicable requirements of 40 CFR Pt. 60, Appendix F and 40 CFR Pt. 75,
         Appendix A, as appropriate, prior to the start of Acceptance Testing
         and the CEMS shall be in service throughout the tests.

         Contractor shall be responsible for the field functional testing,
         calibration testing of the CEMS prior to all Acceptance Testing.
         Contractor shall be responsible for developing CEMS certification
         protocol and calibration. The certification protocol shall be submitted
         to the Owner for Georgia Department of Natural Resources approval at
         least 90 days in advance of the certification and calibration.

1.5      For the purposes of this exhibit, the term "Unit" refers to the gas
         turbine being tested at one time. The "Plant" refers to all completely
         installed gas turbines at the time of the Plant test.

1.6      Acceptance Testing will be conducted on the Unit. The tests will be
         conducted after installation of equipment for each gas turbine.
         Temporary instrumentation will be used if permanent plant
         instrumentation is not available and if data is required. During
         Acceptance Testing the Unit will operate with normal plant staffing.
         All operating functions will be conducted by the permanent operating
         staff and the Contractor's personnel will provide supervision only and
         will not perform any hands-on operating functions. The Unit 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. During the Performance Test for both natural gas and oil
         operation, the demineralizer raw water pumps and the portable
         demineralizer trains will not be in service.

1.7      During all Acceptance Testing the Unit shall be capable of operating in
         compliance with all permit limits and requirements as measured by plant
         instrumentation.

1.8      The Owner will cooperate with Contractor to attempt to complete the
         Performance and PECO Tests before [*] of gas turbine operation have
         accumulated on each of the six gas turbine Units. If more than [*] have
         elapsed before the Performance and PECO Tests are completed, then the
         gas turbine manufacturer's representative may inspect the equipment to
         determine whether the units are in the new and clean condition. If the
         manufacturer's representative determines that the Units are not in the
         new

<PAGE>


--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 4 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------

          and clean condition, the Contractor shall clean the Units by off-line
          water washing per the manufacturer's instruction manual. If the Owner
          at it's sole discretion operates the Plant in excess of [*] , the
          performance degradation schedule included as an attachment to Appendix
          C in Exhibit H shall be used.

1.9      The general methods outlined in the applicable ASME Performance Test
         Codes will be used as a guide to the extent not in conflict with other
         requirements of the Agreement. Acceptance Testing procedures for all
         plant Acceptance Testing (including Component Testing) shall be
         developed by the Contractor and shall be generally as described in the
         General Electric Contract for Purchase, Exhibit H, Appendix C.

1.10     The gas turbine net electrical output will be measured using the
         utility kilowatt hour meter(s) on the 500 kVhigh voltage (secondary)
         side of the generator step-up transformers. The Metering Equipment will
         meet the accuracy standards established in the latest revision of
         Standard C12.1 of the American National Standards Institute. Inc.


<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 5 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------


Section 2  Owner Tests

2.1      Performance Tests

2.1.1    Concepts and Objectives

2.1.1.1  The objective of the Performance Tests will be to determine if each gas
         turbine achieves the guarantees of Commercial Operation Net Output
         operating on natural gas as set forth in Section 13.3 of the Agreement
         and of Commercial Operation Net Heat Rate operating on both natural gas
         and fuel oil set forth in Section 13.4 of the Agreement.

2.1.1.2  The Performance Tests will be an input/output Test for individual gas
         turbines generally in accordance with ASME PTC 22-1997, and where
         applicable ASME PTC 46-1996, Performance Test Code on Gas Turbine
         Performance and Overall Plant Performance respectively, with
         measurements of additional parameters required to assure that the gas
         turbines are operating at the Basis of Guarantee or to enable
         correction of measured performance to the Basis of Guarantee.
         Concurrent with the input/output Performance Test and Net Equipment
         Maximum Electrical Output Test, measurements shall be taken as required
         to allow calculation of Component performance for the gas turbines.

2.1.1.3 During the performance Test, the conditions that each gas turbine are
     operating under, will most likely not be equal to design. For this reason
     Correction Factors will be applied to the as-tested values of gas turbine
     Net Electrical Output and Heat Rate. The following parameters will be
     corrected for during the Performance Tests are:

               -    Compressor Inlet Dry bulb Temperature
               -    Compressor Inlet Relative Humidity
               -    Ambient Barometric Pressure
               -    Fuel Analysis & Temperature
               -    Power Factor

2.1.2    General Requirements

Data for each Performance Test will consist of instrument readings taken at no
greater than ten-minute intervals over a two (2) hour continuous time span after
steady-state conditions and

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 6 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------

          following a one (1) hour pretest 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 Preliminary Liquidated Damages Performance
          Guarantees.

2.1.2.2  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.

2.1.2.3  Barometric pressure at the Plant premises will be located near the CTG
         inlet and measured with a digital barometer with a calibration
         certificate. The accuracy will be in accordance with paragraph 4.13.8
         of ASME PTC-22 (1997).

2.1.2.4  To monitor compressor inlet temperature for the Performance test, a
         minimum of four RTD's or thermocouples will be mounted directly into
         ductwork through nipple connections upstream of the compressor inlet.
         If the evaporative cooler is in service, the compressor inlet relative
         humidity shall be determined by analysis, using the ambient dry bulb,
         ambient wet bulb, and the compressor inlet wet bulb temperatures. If
         the evaporative cooler is not in service, the compressor inlet relative
         humidity shall be the measured ambient relative humidity.

2.1.2.5  Ambient conditions will be measured near the gas turbine inlet air
         filter. Ambient dry bulb temperature will be measured with a
         thermometer or thermocouple. Ambient relative humidity or wet bulb
         temperatures will be determined using a psychometer.

2.1.2.6  The Transco natural gas custody transfer meter will be used for the
         combustion turbine performance related calculations applicable when
         burning gas. If all parties agree, the GE installed individual
         combustion turbine high accuracy inlet orifice plate meters will be
         used for performance calculations in lieu of the Transco meter. 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. 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.

2.1.2.7 . 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

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 7 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------


         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. The gas chromatograph on site will be used for backup
         and verification of analyses. If mutually agreed by all parties, the
         chromatograph results may be used for the fuel gas constituent
         analysis, the heating value will than be determined by Table 4.12.6 of
         ASME PTC-22.

2.1.2.8  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.

2.1.2.9  Corrected Commercial Operation Output for each CTG will be determined
         using the CTG net revenue kilowatt-hour meter on the high voltage
         (secondary) side of the generator step-up transformers. The As-tested
         power will be corrected for ambient conditions. The corrected value of
         Commercial Operation Output will be determined as outlined in
         Attachment I of this Exhibit. An example calculation is included as
         Attachment II of this Exhibit.

2.1.2.10 The Corrected Commercial Operation Heat Rate for each CTG will be
         determined as outlined in Attachment I of this Exhibit:

2.1.3    Guaranteed Commercial Operation Performance
         The total Plant performance will be determined at the conclusion of the
         six (6) individual gas turbine performance tests. The total Plant
         As-Tested Output will be determined by the sum of the six (6)
         individual CTG Corrected Commercial Operation Output values. The total
         Plant heat rate will be determined by dividing the sum of the six
         individual corrected Heat Consumption values by the total facility
         output (as determined above).

         The guaranteed performance may be summarized on an individual Unit
         basis as follows.

         -        Commercial Operation Net Output for each Unit (natural gas):
                  156,410 kW

         -        Commercial Operation Heat Rate for each Unit (natural gas):
                  10,683 Btu/kW-Hr (HHV)

         -        Commercial Operation Heat Rate for each Unit (oil): 10,821
                  Btu/kW-Hr (HHV)

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 8 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------


2.1.3.1 Interim Performance Requirements

         -        Unit Net Power Output (natural gas):                       [*]

         -        Unit Net Heat Rate (natural gas):                          [*]

         -        Unit Net Heat Rate (oil)                                   [*]


2.1.3.2  Basis of Guarantee: The following parameters will define the base
         operating conditions for the Performance Tests. This will be the basis
         for any corrections or adjustments to the "as-tested" values for
         Commercial Operation Output and Commercial Operation Net Heat Rate
         parameters.

         -        Customer Gas composition Fuel Gas Analysis included in Exhibit
                  H, Appendix A.

         -        Gas turbine compressor inlet temperature:         77 DEGREE F

         -        Gas turbine compressor inlet relative humidity            88%

         -        Fuel Gas Temperature                              60 DEGREE F

         -        Fuel oil will be considered to be a Light Distillate or Diesel
                  Fuel as defined in Appendix A in GEI-41047H.

         -        Ambient conditions
                  Dry bulb temperature:                             94 DEGREE F
                  Wet bulb temperature:                             74 DEGREE F

         -        Barometric pressure:                    14.29 psia (785 ft el)

         -        Generator power factor as
                  measured at generator terminals                   0.95 lagging

         -        Generator terminal frequency                          60 Hertz

         -        Evaporative coolers are in service

         -        Inlet loss (Corrections will be              4 inches of water
                  allowed only to the extent applied to
                  GE performance test results)

         -        Gas Heaters are not in service (Correction for gas heater fuel
                  consumption will be permitted if heaters are required during
                  the test).

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 9 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------


2.1.3.3  Instrument measurement uncertainty will be applied to the results of
         the Performance Tests based on the accuracy of the individual test
         measurements. Measurement uncertainty shall be applied to the test
         results before comparison to guaranteed parameters set forth in
         Sections 2.1.3.1 and 2.1.3.2. An evaluation of the instrument
         uncertainty will be included in the proposed detailed test procedure
         and mutually agreed upon by Owner and Contractor prior to conducting
         the Performance Tests. Total measurement Uncertainty (including effects
         from bias and precision errors) shall not exceed 1.0% on Commercial
         Operation Net Output and 1.5% on Commercial Operation Net Heat Rate.
         The maximum values of the uncertainty (stated above) shall be applied
         as a tolerance to the Guarantee Output and Heat Rate values for the
         purposes of determination of successful Performance Tests.

         All kWh measurements used for determining test results will have an
         accuracy of + 0.35% or less. All Fuel Gas flow measurements will have
         an accuracy of + 0.8% or less.

2.1.4    Integrated Plant Systems Tests

         Three (3) Integrated Plant Systems Tests will be performed as part of
         the Acceptance Testing for the Plant. At the conclusion of the
         individual testing of the initial three (3) Units, a Phase I Integrated
         Plant Systems performance test run will be performed with Units 1, 2,
         and 3 operating simultaneously.

         At the conclusion of the individual testing of the final set of three
         (3) Units, a Phase II Integrated Plant Systems performance test run
         will be formed with Units 4, 5, and 6 operating simultaneously.

         The Phase I and II Integrated Plant Systems tests, described above may
         be considered to be the Phase I and II PECO Tests described in Section
         3.1.1.

         The final Integrated Plant Systems performance test will be performed
         with all six (6) units operating simultaneously.

         The Integrated Plant Systems Tests will be performed in accordance with
         Section 2.1.1 and 2.1.2 of this Exhibit.

         The Integrated Plant Systems Performance Tests will verify that the
         Plant, when operated

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 10 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------


         at the conclusion of Phases I and II and later the entire Plant as a
         whole, is not limited in its capability to produce the Commercial
         Operation Output. The Integrated Plant Systems Tests will also be used
         to confirm that the plant auxiliary loads including generator step up
         transformer losses associated with the individual Unit performance
         tests were properly accounted for and any corrections were made
         accurately.

2.1.5    Final Report

         A written report of the results of the Performance Tests for each gas
         turbine will be prepared. The report will include, as a minimum, the
         following:

         -        A copy of the approved test procedure with uncertainty
                  analysis.

         -        Date and time of the test start and finish.

         -        Description of the conditions under which the tests were
                  performed including meteorological information.

         -        Summary of instrument calibration data including signed and
                  approved instrument calibration forms.

         -        Summary of all test data and results including any tests
                  conducted on individual components.

         -        Summary of test instrument measurement uncertainties.

         -        Comparison of test results to the performance guarantees.

         -        Conclusions from the test results.

2.2      Demonstration Tests

         Demonstration Tests will be conducted to demonstrate satisfaction of
         the requirements for plant or system capabilities set forth in Section
         2.2.2 and 2.2.3.

2.2.1    General Requirements

         Demonstration Tests required for Commercial Operation as delineated in
         Section 2.2.2 below will be conducted in accordance with the
         requirements for notification for Acceptance Testing as described in
         Section 12.2(b) of the Agreement. Demonstration Tests not required for
         Commercial Operation delineated in Section 2.2.3 below; will be

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 11 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------

         conducted in accordance with the requirements for notification for
         Acceptance Testing described in Section 12.2 of the Agreement.

         Units # 2 and # 3 will not require commissioning or testing on fuel oil
         as a condition of Commercial Operation. 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 Heat Rate Test (Section 2.1) on fuel oil.
         b.       Air Emissions Test (Section 2.3) on fuel oil.
         c.       Gas Turbine Fuel Switching Test (Section 2.2.2.2).
         d.       Minimum Load Operation at 50% Base Load on fuel oil (Section
                  2.2.2.8)
         e.       Gas Turbine Startup on fuel oil (Section 2.2.2.3).
         f.       Gas Turbine Load Rate Change on fuel oil (Section 2.2.2.5).
         g.       Gas Turbine Fuel Oil Firing (Section 2.2.2.1).

2.2.2    Demonstration Tests Required for Commercial Operation

         The Demonstration tests required for commercial operation is summarized
         as follows.

         -        Gas Turbine Fuel Oil Firing
         -        Gas Turbine Fuel Switching
         -        Gas Turbine Startup
         -        Startup Durations
         -        CTG Response Characteristics
         -        Generators Leading/Lagging Operation
         -        Minimum Load Operation
         -        Automatic Generation Control

         The following will be the acceptance criteria for the Owner
         Demonstration Tests required for Commercial Operation unless noted
         otherwise.

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 12 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------


2.2.2.1  Gas Turbine Fuel Oil Firing

         The gas turbine-generators shall operate for one (1) hour at base load
         in accordance with the Demonstration Test included in Exhibit H,
         Appendix C, Section 6.8, while fired 100% with fuel oil without any
         combustion system or gas turbine temperature alarms.

2.2.2.2  Gas Turbine Fuel Switching

         Each gas turbine shall switch fuel (natural gas to fuel oil and back
         from fuel oil to natural gas) at conditions in accordance with the
         Demonstration Test included in the General Electric Contract for
         Purchase, Exhibit H, Appendix C, Section 6.2.

2.2.2.3  Gas Turbine Startup

         Each gas turbine shall startup on natural gas and fuel oil in
         accordance with the Demonstration Test included in Exhibit H, Appendix
         C, Section 6.4.

2.2.2.4   Reserved

2.2.2.5  Gas Turbine Response Characteristics

         The gas turbine-generators shall demonstrate the loading/unloading rate
         in accordance with the Demonstration Test included in Exhibit H,
         Appendix C, Section 6.5.

2.2.2.6  Reserved

2.2.2.7  Generators Leading/Lagging Operation

         The gas turbine-generators shall operate at the power factors in
         accordance with the Demonstration Test included in Exhibit H, Appendix
         C, Section 6.1.

2.2.2.8  Minimum Load Operation

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 13 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------


         Each gas turbine shall operate stably at 50% of base load, for a period
         of two (2) hours while maintaining emissions compliance in accordance
         with the Demonstration Test included in Exhibit H, Appendix C, Section
         6.3..

2.2.2.9  Automatic Generation Control

         Automatic generation control shall be demonstrated for the entire
         facility and individual gas turbines from 50% base load to maximum
         output. Two separate tests (each in Phase I and again in Phase II) will
         be performed; the first, with the gas turbine being tested, and second
         with all of the installed gas turbines for that Phase in service. In
         each test the automatic generation control equipment will be used to
         balance load on the gas turbine(s) ramping the unit(s) from 50% to base
         load. Plant response characteristics shall meet and can be used to
         satisfy the AGC requirements referred to in item 2.2.2.5 above.

2.2.2.10 Reserved

2.2.3    Demonstration Tests Not Required for Commercial Operation

         The Demonstration tests not required for commercial operation is
         summarized as follows.

         -        Noise

         The following will be the acceptance criteria for the Owner
         Demonstration Tests not required for Commercial Operation unless noted
         otherwise.

2.2.3.1  Noise

         Noise emission audits for each Phase shall be conducted by the
         Contractor during operation of the Facility to verify that plant noise
         emissions do not exceed the noise emissions limits as defined in
         Section 3.25 of Exhibit A. The noise emissions audit shall be conducted
         at maximum plant output with normal operating equipment in service and
         building ventilation fans in operation. Satisfactory demonstration that
         the noise emissions with all six units in operation at the completion
         of Phase II shall be a condition for Final Acceptance.

2.2.4    Final Report

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 14 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------

         A written report of the Demonstration Tests performed under Section
         2.2.2 and Section 2.2.3 will be prepared. The report will include, as a
         minimum, the following:

2.2.4.1  Date and time of each test

2.2.4.2  Names of the participants who witnessed the tests

2.2.4.3  Description of the conditions under which the tests were performed

2.2.4.4  Summary of all test data and results

2.2.4.5  Conclusions from the test results

2.3      Emissions Tests

2.3.1    General Requirements

         The Initial Determination of Compliance (Source Emission Test) and
         Continuous Determination of Compliance for CO and NOx (CEMS design and
         Quality Assurance Testing) shall be conducted by the Contractor for the
         gas turbine stacks in accordance with Georgia Department of Natural
         Resources (GDNR) and Prevention of Significant Deterioration (PSD)
         permit to construct as included in Exhibit G of this Agreement.
         Conducting the Emission Test shall not be a precedent condition for
         Commercial Operation of the Plant..

         Fuel fired during the Emission Tests shall be in accordance with the
         Fuel Analyses, GE Gas Fuel Specification GEI-41040F, and GE Gas Turbine
         Liquid Fuel Specifications GEI-41047H, included in Exhibit H, Appendix
         A.

2.3.1.1  The Source Emission Test must be conducted no later than 60 days after
         achieving the maximum production rate at which each gas turbine will be
         operated but no later than 180 days after initial startup of each unit.
         Tests will be made for the following pollutants:

                  a.       NOx and O2 - EPA Method 20 (or equivalent)
                  b.       CO - EPA Method 10 or 10B

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 15 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------

                  c.       PM-10 - EPA Method 201A and 202 or Method 5 modified
                           to include back-half condensables, including an
                           allowance for ambients
                  d.       VOC - EPA Method 25A modified to exclude methane and
                           ethane
                  f. Opacity - EPA Method 9
                  g. Moisture - EPA Method 4
                  h. Flue Gas flow - EPA Method 2

         Combustion turbine emissions testing and system adjustments are
         conducted in accordance with GE document GEK-28172D, Standard Field
         Testing Procedure for Emissions Compliance, included in Exhibit H;
         provided that in the event of a conflict between the foregoing document
         and the GDNR Emission Test requirements, the GDNR requirements shall
         prevail.

2.3.1.2  The Contractor shall submit a Source Emission Test plan to the Owner
         for GDNR approval at least 45 days in advance of the test date and
         notify the Owner and the GDNR at least thirty (30) days in advance of
         the exact scheduled test date.

         Consistent with the Air Permit in Exhibit G, Contractor guarantees that
         the hourly average exhaust emissions from each of the six GT units
         shall not exceed the following concentrations or emission rates in
         steady-state operation from base load down to 50% of gas turbine base
         load as verified by GDNR-approved compliance testing.

2.3.1.3  The CEMS shall measure NOx, CO, and O2 and meet the applicable
         quality-assurance requirements specified in 40 CFR Pt. 60, Appendix F,
         Procedure 1 and any other requirements of the Air Quality permit
         attached as Exhibit G. If applicable, the CEMS will be required to meet
         the design and performance specifications, pass the field tests, and
         meet the installation requirements and data analysis and reporting
         requirements specified in the applicable performance specifications in
         40 CFR Pt. 75, Appendix A.

         The Contractor shall notify the customer at least 30 days prior to any
         required relative Accuracy Test audit to provide them the opportunity
         to observe the testing.

2.3.2    Compliance Test Report

         The Compliance Test report shall be prepared by the Contractor and be
         submitted to the Owner for submittal to the GDNR within 60 days after
         successful completion of the test.

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 16 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------

         All original monitoring and quality assurance data on the CEMS will be
         maintained by and become the property of the Owner.

2.4      Availability Tests

2.4.1 Unit Availability Tests

The Unit Availability Test will demonstrate the ability of each gas turbine Unit
to operate reliably with a 99% availability or greater. The Unit Availability
Test will be deemed satisfied when each Unit operates reliably and with a 99%
availability for 12 consecutive hours per day over a period of 2 consecutive
days or Owner provides Contractor written notification that the Availability
Test is satisfied

During each hour of the Unit Availability Test, the Unit will be expected to
operate above the applicable gas-fired, base load Guaranteed Net Equipment
Electrical Output value shown in Exhibit H, Appendix C, Table 1-1. 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 2.1.3.3. The Unit 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 0.99 multiplied
by the the applicable Guaranteed Net Equipment Electrical Output value from
Exhibit H, Appendix C, Table 1-1.

If the gas turbine Units are available to run but cannot due to reasons beyond
Contractor's control, the Availability Test will be deemed satisfied when :

1) each Unit operates reliably and with a 99% availability for 40 hours, or

2) 30 calendar days have passed since Contractor has made the Units available
for the Availability Test.


         During the test all necessary systems for normal and continuous
         operation for the Phase shall be in final configuration.

         At the Contractor's option, the PECO Tests (Section 3.0) may be
         conducted during the Availability Test.

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 17 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------


2.4.2 Plant Availability Test

A Plant Availability Test will be performed prior to Plant Commercial Operation.
The Plant Availability Test will demonstrate the ability of the Plant to operate
reliably with a 99% availability or greater. The Plant Availability Test will be
deemed satisfied when the Plant operates reliably and with an availability of
99% for 12 consecutive hours per day over a period of 2 consecutive days or
Owner provides Contractor written notification that the Plant Availability Test
is satisfied. For purposes of the Plant Availability Test, any non-availability
attributed to the Equipment supplied by General Electric in accordance with
Exhibit H will be excused and such Equipment will be deemed to have an
availability of 99%.

If the Plant is available to run but cannot due to reasons beyond Contractor's
control, the Availability Test will be deemed satisfied when :

2) the Plant operates reliably and with a 99% availability for 40 hours, or

3) 30 calendar days have passed since Contractor has made the Plant available
for the Availability Test.




SECTION 3         PECO TESTS

         The PECO Tests shall consist of a Utility Capacity Test and a Gas
         Turbine Evaporative Cooler Test.

3.1      Utility Capacity Test

         In general, the Utility Capacity Test herein will comply with Exhibit
         5.01, Section 5.01 of the Power Purchase Agreement (PPA) included as an
         Attachment III to this Exhibit.

3.1.1    The objective of the Utility Capacity Test is to determine the maximum
         Net Output of the facility as measured, based on actual performance of
         the facility, and use test data to

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 18 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------

         assist Owner in establishing Contract Capacity as outlined in the PPA.
         The test shall be conducted with the simultaneous operation of all the
         gas turbines associated with each Phase (Units 1, 2, & 3 in Phase I,
         Units 4,5, & 6 in Phase II) at their guaranteed output as established
         in Exhibit H, Appendix C. The evaporative cooler shall be in service
         provided ambient temperatures exceed 60oF. As part of the Utility
         Capacity Test, a Gas Turbine Evaporative Cooler Test shall be conducted
         as specified in Section 3.2.2.

3.1.2    In-plant station instrumentation and metering in conjunction with
         precision instrumentation will be used so that the PECO Tests can be
         conducted with minimal special preparation.

3.1.3    Test corrections will be used to adjust the tested output capability of
         the Plant to Standard Conditions listed in Section 3.3. These Standard
         Conditions include the variables which most significantly affect the
         capacity capability of the Plant.

3.1.4    Manufacturer's data and performance curves will be used for correcting
         test data to Standard Conditions listed in Section 3.3.

3.2      Procedures and Test Requirements

3.2.1    General Requirements for the Utility Capacity Test

3.2.1.1  Contractor will develop in coordination with Owner, detailed
         Performance Test Procedures thirty (30) days prior to the commencement
         of Acceptance Testing.

3.2.1.2  The Capacity Test will be two (2) hours in duration. Data will be
         collected during two (2) 60-minute intervals during the Capacity Test.

3.2.1.3  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.

3.2.1.4 The Plant will be operated on natural gas.

3.2.1.5  Owner will provide notice to PECO at least ten (10) days before the
         Capacity Test. Utility personnel will be allowed to witness the
         Capacity Test.

<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT

                                                                 Page 19 of  20
--------------------------------------------------------------------------------

ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS         Date 9/13/99
--------------------------------------------------------------------------------


3.2.1.6  Contractor will provide qualified test engineers to direct the Utility
         Test, assist with data collection and perform calculations.

3.2.1.7  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.

3.2.1.8  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.

3.2.1.9  Calculated contract capacity shall be rounded off to the nearest 100
         kW.

3.2.1.10 No adjustments shall be made to the capacity calculations for
         tolerances due to measurement uncertainties.

3.2.1.11 Data shall be collected at ten minute intervals for each one (1) hour
         test run.

3.2.1.12 Computations for correcting capacity shall be performed immediately
         following each test run.

3.2.1.13 The preliminary corrected capacity results shall be available upon
         completion of the test run calculations.

3.2.1.14 The Plant Net Capacity shall be the average of the Net Plant Output
         corrected to Standard Conditions (Section 3.3) calculated for each test
         run.

3.2.1.15 A preliminary report summarizing the test results will be prepared and
         issued by the Contractor within 24 hours upon which the test is
         completed. Contractor shall issue Final Report within two (2) weeks of
         test completion.

3.2.1.16 Contractor may retest if not satisfied with the test results.

3.2.2    Gas Turbine Evaporative Cooler

         Gas turbine evaporative cooler effectiveness shall be determined by
test data as follows:

<PAGE>


--------------------------------------------------------------------------------
                                                                 EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT


                                                                 Page 20 of  20
--------------------------------------------------------------------------------
ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS           Date 9/10/99
--------------------------------------------------------------------------------


                    X              (Dbt - CITt) / (Dbt - WBt)
         Test evaporative cooler effectiveness will be used to determine the
         compressor inlet temperature at Standard Conditions (Section 3.3) as
         follows:

                    CITsc    -       Dbsc  - X (Dbsc  - Wbsc) = 94  - X (20)

                  where:

                    X        =       tested evaporative cooler effectiveness
                    DBt      =       dry bulb temperature, DEGREE F
                    CITt     =       compressor inlet temperature, DEGREE F
                    WBt      =       wet bulb temperature, DEGREE F
                    t        =       at test conditions
                    sc       =       at standard conditions
                    DBsc     =       94 DEGREE F
                    WBsc     =       74 DEGREE F

         The Evaporative Cooler Test shall be performed only if : (1) the dry
         bulb temperature exceeds 60 DEGREE F, and (2) there is a minimum
         10 DEGREE F difference between wet bulb and dry bulb temperatures.

         If the Evaporative Cooler Utility Test cannot be performed due to
         ambient restrictions in stated above, then the 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 (PECO, Owner and EPC
         Contractor).

3.3      Standard Conditions

         Test data from the Utility Test described in this Section 3.0, shall be
         corrected to the Standard Conditions set forth in Exhibit 5.01 of the
         PPA. Correction factors shall be developed by the Contractor with the
         participation of the turbine manufacturer as part of the procedure for
         performing the test and at the Contractor's option, in accordance with
         the guidelines set forth in ASME PTC-22 for the gas turbine unit.

<PAGE>

--------------------------------------------------------------------------------
                                                                 EPC - Exhibit D

                           TENASKA GEORGIA GENERATION PROJECT


                                                                 Page 21 of  20
--------------------------------------------------------------------------------
ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS           Date 9/10/99
--------------------------------------------------------------------------------

         (a) 3.3.1      Test data from the Utility Test described in this
         Section 3, shall be corrected to the Standard Conditions set forth in
         Exhibit 5.01 of the PPA.

3.4      Final Report

3.4.1    A Final Report will be provided in writing to the Owner within fourteen
        (14) days of the test completion.

3.4.2    A written report of the results of the PECO Tests for the facility will
         be prepared. The report will include, as a minimum, the following:

         -        A copy of the approved test procedure .
         -        Date and time of the test start and finish.
         -        Description of the conditions under which the tests were
                  performed including meteorological information.
         -        Summary of instrument calibration data including signed and
                  approved instrument calibration forms.
         -        Summary of all test data and results including any tests
                  conducted on individual components.
         -        Summary of test instrument measurement uncertainties.
         -        Comparison of test results to the performance guarantees.
         -        Conclusions from the test results.

<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT











                                    EXHIBIT D


                                  ATTACHMENT I
<PAGE>




[*] The following five (5) pages have been omitted and filed separately with
    the Securities and Exchange Commission as part of a Confidential Treatment
    Request.

<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT











                                    EXHIBIT D


                                  ATTACHMENT II
<PAGE>



[*] The following nine (9) pages have been omitted and filed separately with
    the Securities and Exchange Commission as part of a Confidential Treatment
    Request.

<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT D

                                 ATTACHMENT III

                   PERFORMANCE TEST GUIDELINES AND PROCEDURES


<PAGE>

                                  EXHIBIT 5.01

                   PERFORMANCE TEST GUIDELINES AND PROCEDURES

Annual Capacity Tests shall be conducted by Tenaska in accordance with Georgia
                         PPA Capacity Test Procedures.

Temperature measurements for the Capacity Test will comply with ASME Performance
                    Test Codes PTC 19.3, PTC 22 and PTC 46.

                             CAPACITY TEST PROCEDURE

1.0      INTRODUCTION

         Following is the procedure for conducting the Capacity Test. The Plant
         is comprised of gas turbine generators and associated plant equipment.

2.0      CAPACITY TEST

2.1      CAPACITY TEST OBJECTIVE

         The objective of the Capacity Test is to determine the net electrical
         output capability of the plant to be used in establishing Contract
         Capacity.

2.2      CAPACITY TEST PERIOD

         The Capacity Test will be conducted over a minimum 4-hour operating
         period. As-tested plant capacity will be based on data recorded during
         two 60-minute intervals. Results from each of the two one-hour
         intervals will be corrected to the rating conditions shown in Table
         2-1. The evaporative cooler effectiveness will be calculated from data
         taken during the test period, unless the ambient temperature and wet
         bulb temperatures are outside the limits specified in Section 2.3.2.2.
         If necessary, the Evaporative Cooler Effectiveness Testing can be
         performed independent of the Capacity Test at a time mutually agreeable
         to PECO and Tenaska. The effectiveness will be used to establish the
         standard condition compressor inlet temperature (CIT).

2.3      CAPACITY TEST PROTOCOL

         This section outlines the detailed procedures for conducting the
         Capacity Test.


<PAGE>

2.3.1    RESPONSIBILITIES

         Tenaska will have overall responsibility for conducting the Capacity
         Test and for directing operation of the unit during testing. A Test
         Coordinator will be assigned by Tenaska. The responsibilities during
         and following the conclusion of the Capacity Test will include the
         following:

         --       Collection of test data.

         --       Input manual measurements and calculate specified performance
                  parameters for test conditions.

         --       Preparation and submittal of a preliminary report to PECO
                  within 48 hours of completing the Capacity Test.

         --       Preparation and submittal of the final report to PECO two
                  weeks after completion of the test.

2.3.2    TEST CONDITIONS

2.3.2.1 GENERAL. General test conditions are as follows:

         --       The rating parameters for the Capacity Test herein referred to
                  as Standard Operating Conditions are shown in Table 2-1.

         --       Since test conditions will differ from those shown in Table
                  2-1, corrections will be calculated and applied to test data.

         --       To increase the potential for utilizing the evaporative
                  cooler, the continuous two-hour test period will be selected
                  during the afternoon hours.

         --       If the Evaporative Cooler Effectiveness Testing cannot be
                  performed due to not meeting the conditions stated in 2.3.2.2,
                  the Evaporative Cooler Effectiveness Testing will be conducted
                  at a time mutually agreeable to Tenaska and PECO. For the
                  initial Capacity Test (if an Evaporative Cooler Effectiveness
                  Testing has not already been performed), the manufacturer's
                  design evaporative cooler effectiveness will be used for the
                  interim to establish the standard condition CIT as defined in
                  Section 2.7.1. For subsequent Capacity Tests, the evaporative
                  cooler


<PAGE>

                  effectiveness determined in the previous Capacity Test will be
                  used for the interim to establish the standard CIT as defined
                  in Section 2.7.1.

2.3.2.2  PREREQUISITES. The following items represent prerequisites for the
         initiation of testing:

         --       The gas turbine compressor section will be inspected and
                  cleaned following manufacturers' instructions, if deemed
                  necessary by Tenaska.

         --       The gas turbine Evaporative Cooler Effectiveness Testing will
                  be performed only when: (1) the dry bulb temperature exceeds
                  60 DEGREE F, and (2) there is a minimum of 10 DEGREE F
                  difference between the wet bulb and dry bulb temperatures.



                                    TABLE 2-1
                          STANDARD OPERATING CONDITIONS

<TABLE>
---------------------------------------------------------- ------------------------------------
                       PARAMETER                                          VALUE
---------------------------------------------------------- ------------------------------------
<S>                                                        <C>
Ambient Dry Bulb Temperature, DEGREE F                                           94
---------------------------------------------------------- ------------------------------------
Compressor Inlet Temperature, DEGREE F (each gas turbine)      To be determined based on the
                                                            Evaporative Cooler Effectiveness
                                                           Testing described in Section 2.7.1.
---------------------------------------------------------- ------------------------------------
Barometric Pressure, Psia                                                 14.29
---------------------------------------------------------- ------------------------------------
Ambient Wet Bulb Temperature, DEGREE F                                      74
---------------------------------------------------------- ------------------------------------
Fuel                                                                   Natural Gas
---------------------------------------------------------- ------------------------------------
Generator Power Factor                                        0.95 leading to 0.95 lagging
---------------------------------------------------------- ------------------------------------
</TABLE>

2.3.2.3  PRETEST ACTIVITIES. The following describe pre-test activities that
         must be completed prior to beginning the Capacity Test:

         --       Notify PECO as required in Section 5.01(c) of the Power
                  Purchase Agreement. Notify Local Utility prior to start of the
                  test.


<PAGE>

         --       The plant shall be brought on-line and the load increased to
                  the desired load conditions, which is gas turbine base firing
                  mode and evaporative cooler in service if conditions are
                  right.

         --       Once the gas turbine reaches the exhaust temperature control,
                  the plant shall be allowed to stabilize and reach steady-state
                  conditions. The gas turbine will be considered to be in a
                  steady-state condition when the turbine exhaust temperatures
                  do not change more than 5 DEGREE F in 15 minutes.

         --       Determine instrumentation status.

         --       Check critical cycle parameters via the plant control system
                  and the gas turbine control system to resolve parameters which
                  demonstrate significant variance to expected values.

         --       After the period of time allowed for unit stabilization has
                  elapsed, recording of test data shall begin, as determined by
                  the Test Coordinator.

2.3.2.4  CAPACITY  TEST. The plant will be operated with the following
                  activities to be performed during the Capacity Test:

         --       Equipment status will be determined in order to establish that
                  all necessary systems and equipment are operational and
                  functional prior to the commencement of the test. Changes in
                  equipment status and the time of status change will be
                  recorded in the operator log. A copy of the operator log will
                  be provided to the test coordinator by operations personnel
                  during the Capacity Test.

         --       The facility and 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.

         --       During testing the plant will be operated with all normally
                  operated auxiliaries in service.

         --       The gas turbine will be operated on natural gas and at the
                  manufacturers rating for continuous service.

         --       The Test Coordinator will announce the start of the Capacity
                  Test to all test personnel.


<PAGE>

2.3.2.5  ONE-HOUR RUNS. Each one-hour run will be conducted at the desired load
         conditions determined by the Test Coordinator prior to the test.

         The following activities will be performed during each one-hour run:

         --       The Test Coordinator will announce the start of each one-hour
                  run.

         --       Manual data will be taken at intervals of 10 minutes.

         --       Automated data collection will occur at pre-defined intervals
                  as shown in Table 2-2.

         --       The Test Coordinator will announce the end of each one-hour
                  run.

2.4      DATA COLLECTION

         The data collected during the Capacity Test shall include unit
         capacity, the test start and stop times, and output data. The data
         collected during each one-hour run period shall include the following:

          --   Data taken manually from temporary test instrumentation, if
               applicable.

          --   Data for plant instruments via the plant data acquisition system
               (DAS).

          --   Record of all alarms and logs from the DAS.

          --   Data from plant instruments from the turbine control systems.

         Access to data collected manually and data collected through the DAS
         will be controlled by Tenaska and will provide all data necessary for
         determining the corrected net plant capacity. At the conclusion of the
         Capacity Test, preliminary sets of pertinent data will be provided to
         PECO. Final performance data will be provided in the Test Report.

         If the test is suspended due to anything outside the control of
         Tenaska's responsibilities such as interruption of service from Georgia
         Transmission Corporation or the gas supplier, the duration of the
         Capacity Test will be extended as mutually agreed upon by Tenaska and
         PECO.

2.5      TEST DATA REQUIREMENTS

         The measurements required to determine the level of achievement during
         the Capacity Test are listed in Table 2-2. Additional measurements will
         be monitored in order to confirm normal plant performance.

<PAGE>


2.5.1    PERFORMANCE MONITORING AND MEASURING FREQUENCY

         Where practical, those parameters listed in Table 2-2 will be monitored
         using the DAS. The data will be collected as shown in the Table. Data
         collected through the DAS will be logged and printed on one-minute
         intervals. The manual data will be collected on ten-minute intervals
         during each one-hour period.

                                    TABLE 2-2
                   REQUIRED PERFORMANCE TEST MEASUREMENTS LOG

<TABLE>
<CAPTION>

--------------------------------------------------- -------------------------------------------------------------------------------
                                                                                   INSTRUMENTATION    MEAS.      SAMPLING     TEST
DESCRIPTION                                         INSTRUMENT/REMARKS(3)              METHOD(2)      METHOD     FREQUENCY  REQT.(1)
-----------                                         ---------------------          ----------------   -------   ----------- --------
<S>                                                <C>                            <C>              <C>            <C>           <C>
ELECTRICAL POWER MEASUREMENTS
------------------------------------------------------------------------------------------------------------------------------------

Net Plant Output (HV custody transfer meters),      Power Meters (2)3                Plant           DAS             N/A          C
kWh's/Pulse                                                                          Instrument
-----------------------------------------------------------------------------------------------------------------------------------
Gross Gas Turbine Electrical Output, MW             GT reading at generator          Plant           DAS             1 Minute     C
                                                    terminals (6)3                   Instrument
-----------------------------------------------------------------------------------------------------------------------------------
Gross Gas Turbine Electrical Output, MVar           GT reading at generator          Plant           DAS             1 Minute
                                                    terminals (3)3                   Instrument
------------------------------------------------------------------------------------------------------------------------------------
Auxiliary Power consumption, kW                     4160V Switchgear 1 & 2 (2)3      Plant           DAS             1 Minute     B
                                                                                     Instrument
-----------------------------------------------------------------------------------------------------------------------------------
CORRECTION MEASUREMENTS
------------------------------------------------------------------------------------------------------------------------------------
CT Compressor Inlet Temperature, DEGREE F           Min. of 2 temp indicators per    Plant or Test   DAS or Manual   1 or 10      C
                                                    GT (12+)3                        Instrument                      Minutes
--------------------------------------------------- -------------------------------- --------------- --------------- ------------ --
Ambient Dry Bulb Temperature, DEGREE F              RTD                              Plant or Test   DAS or Manual   1 or 10      C
                                                                                     Instrument                      Minutes
--------------------------------------------------- -------------------------------- --------------- --------------- ------------ --
Ambient Wet Bulb Temperature, DEGREE F              Psychrometer                     Plant or Test   DAS or Manual   1 or 10      C
                                                                                     Instrument                      Minutes
--------------------------------------------------- -------------------------------- --------------- --------------- ------------ --
Ambient Barometric Pressure, psia                   Barometer                        Plant or Test   DAS or Manual   1 or 10      C
                                                                                     Instrument                      Minutes
--------------------------------------------------- -------------------------------- --------------- --------------- ------------ --
</TABLE>

Notes:

     (1)   Test requirements refers to whether the measurement will be used for
           correction calculations or used for backup measurement
           C = Used in calculation of net plant capacity; B = Backup measurement
     (2)   DAS = Data acquisition system
     (3)   Number of primary instruments if greater than one

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

2.5.2    AMBIENT CONDITIONS REQUIREMENTS

         The rating conditions (Table 2-1) contain ambient weather conditions at
         the plant which are the basis for performance corrections and for
         determining the evaporative cooler effectiveness. Tenaska will use
         plant and test instrumentation as required to measure compressor inlet
         temperature, ambient dry bulb temperature, ambient wet bulb
         temperature, and ambient barometric pressure.

2.6      INSTRUMENTATION/DATA ACQUISITION

<PAGE>


         The test procedures described in these documents are based on use of
         plant instrumentation, supplemented with any special test
         instrumentation required.

         To assure the best possible accuracy with the available
         instrumentation, the following procedures should be used:

          --   Instrumentation to be used to measure the parameters shown in
               Table 2-2 shall be calibrated as near as practical to the
               initiation of the test. Calibration records will be prepared at
               the time of calibration.

          --   Two independent measurements will be taken for critical data
               points when possible in order to facilitate detection of
               instrument reading errors and to provide backup instrumentation
               in case of on-line device malfunctions during the course of the
               test.

         If during the test run, or during the evaluation of the data after the
         run, obvious errors are found in the recorded data, those readings will
         be disregarded. The test run will be considered valid provided Tenaska
         and PECO agree to evaluation using data considered to be correct.

2.6.1    POWER MEASUREMENTS

         Net plant electrical output will be measured using the Utility (Georgia
         Transmission Corporation) kilowatt-hour meters on the high side of the
         generator step-up transformers.

         Auxiliary power will be calculated for use in the plant corrections and
         will be measured as a backup on the low side of the auxiliary
         transformer.

         Individual gas turbine power output will be measured for use in plant
         corrections.

2.6.2    AMBIENT CONDITION MEASUREMENTS

         Ambient conditions used to correct for variations in the nominal
         operating conditions will be measured with plant and test
         instrumentation as described in Table 2-2. Compressor inlet temperature
         will be measured with a minimum of two calibrated RTD's in the


<PAGE>

         compressor inlet of the gas turbine. Ambient dry bulb and wet bulb
         temperatures, and barometric pressure will be measured with test
         instruments and plant weather instrumentation.

2.7      EVALUATION OF TEST RESULTS

         Each measured parameter collected by the DAS during the test period
         will be averaged for each of the one-hour tests. Data collected
         manually will also be based on 10-minute intervals. From this data, the
         ten-minute logged data will be averaged into a one-hour average. This
         one-hour average will represent the as-tested performance. The
         determination of evaporative cooler effectiveness will be based on the
         calculation method in Section 2.7.1. The plant capacity will be
         determined based on performance calculations using the performance
         correction curves provided by the equipment manufacturers.

2.7.1    EVAPORATIVE COOLER EFFECTIVENESS TESTING

          For each gas turbine the evaporative cooler effectiveness will be
          determined by test data as follows:
                        X                 =       (DBt - CITt) / (DBt - WBt)

         The test evaporative cooler effectiveness will be used to determine the
         compressor inlet temperature at Standard Operating Conditions as
         follows:

                  CITSC             =       DBSC - X (DBSC - WBSC) =  94 - X(20)

                  where:

                           X        =       Tested evaporative cooler
                                            effectiveness
                           DB       =       Dry bulb temperature, DEGREE F
                           CIT      =       Compressor inlet temperature,
                                            DEGREE F
                           WB       =       Wet bulb temperature, DEGREE F
                           t        =       At test conditions
                           sc       =       At standard conditions

                           DBSC     =       94 DEGREE F

<PAGE>


                           WBSC     =       74 DEGREE F

2.7.2    AS-TESTED NET PLANT CAPACITY

         The as-tested measured values of electrical power are determined from
         the gas turbines watt meter readings and the utility meters. The
         turbine generator electrical output is considered to be gross
         electrical output. The electrical output will be determined as follows:

         kWaux             =        kWGT - kWneta

         where:

                  kWneta   =        As-tested (Power Metering Equipment)
                                    measured simple cycle net electrical output,
                                    kW. Megawatt-hour pulses will be summed for
                                    each of one-hour period. The total
                                    megawatt-hours will be calculated and
                                    converted to kW.

                  kWGT     =        Measured gas turbine electrical output at
                                    generator  terminals,  kW (the sum of all
                                    gas turbine measurements).

                  kWaux    =        Auxiliary electrical consumption (calculated
                                    by difference), including transformer losses
                                    kW.

2.7.3    CORRECTED NET PLANT CAPACITY OUTPUT

         The net, as-tested, Capacity output, determined during the test, is
         based on plant operating conditions. These operating conditions may be
         different from Standard Operating Conditions (Table 2-1). Net capacity
         depends on ambient conditions, which are beyond the control of Tenaska.
         Because of this, if the values of these conditions are different from
         the Standard Operating Conditions, adjustments will be made to the
         as-tested generator output to account for these differences.

         After the as-tested values for each of the one-hour performance runs
         are calculated, the adjustments will be performed. The correction
         factors that will be applied to the as-tested gross generator output
         include the following:

          --   Compressor inlet temperature

<PAGE>


          --   Barometric pressure

A description of the correction method is as follows:

         kWnetc            =        kWGTc - kWaux

         where:

                  kWnetc   =        Corrected net plant output, kW

                  kWGTc    =        Gas turbine adjusted gross electrical
                                    output, kW (the sum of all corrected gas
                                    turbine outputs with each corrected
                                    independently such that kWGTc=
                                    kWGTxCgtkwCITxCgtkwBP for each unit)

                  kWaux =          Auxiliary electrical consumption, including
                                   transformer losses, kW CgtkwCIT = Gas turbine
                                   electrical output correction for compressor
                                   inlet temperature (for each unit)

                  CgtkwBP  =       Gas turbine electrical output correction for
                                   barometric pressure

         The specific curves used for correcting the Capacity Test to be
         provided by manufacturers include: Gas Turbine Output vs CIT and Gas
         Turbine Output vs Barometric Pressure.

         Corrected net plant output results from the two one-hour performance
         runs will be arithmetically averaged and rounded off to the nearest 100
         kW. This value will be referred to as Corrected Capacity Test Output.
         No correction for measurement uncertainty will be allowed.

2.8      TEST REPORT FORMAT AND REQUIREMENTS

         A written test report will document the results of the Capacity Test.
         The report will include the following as a minimum:

         --       Date and time of test start and finish

         --       Description of the conditions of the tests

         --       Summary of instrument calibration data

<PAGE>


         --       Performance  data from each of the test runs including data
                  sheets,  DAS printouts and guaranteed emissions

         --       Summary sheet tabulating corrected capacity for each 60-minute
                  test run, an average of the capacity values, and a statement
                  that reads, (Corrected Capacity
                  Test                       Output                         is

                                        MW.)
                  ---------------------

          --   A list of any abnormal occurrences that could affect results of
               the test

          --   Summary of applied corrections and corrected test results


          --   Conclusions from test results


          The data recorded during the Capacity Test and the calculations of the
          results will be included as appendices to the report.


<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT








                                    EXHIBIT E

                                    NOT USED
<PAGE>



                       TENASKA GEORGIA GENERATING PROJECT






                                    EXHIBIT F

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

                           PROJECT SCHEDULE - 10 Pages

<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT








                                    EXHIBIT G

                             OWNER SUPPLIED PERMITS


<PAGE>



                             OWNER SUPPLIED PERMITS

<TABLE>
<CAPTION>

         AGENCY                                      APPROVAL/PERMITS
        --------                                   ----------------------

<S>                               <C>
FEDERAL

Federal Energy Regulatory           Certification of Exempt Wholesale Generator Status
Commission
                                    Order Accepting Filing related to Market Based Rates

U.S. Environmental Protection       Certificate of Representation (Acid Rain Prevention Program)
Agency
                                    Oil Pollution Act Facility Response Plan

U.S. Army Corps of Engineers        Authorization for wetland fill under Nationwide Permit 26,
                                    Clean Water Act Section 404

Federal Aviation Administration     Obstruction to Navigation Notice

STATE

Georgia Department of Natural       Air Quality Permit
Resources Environmental
Protection Division (EPD)           Phase II Acid Rain Permit

                                    Air Operating Permit per Title V of the Clean air Act
                                    Amendments of 1990

LOCAL

Heard County                        Zoning approval

Heard County Water Authority        Water supply agreement.

</TABLE>


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

A COPY OF THE NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM (NPDES) PERMIT NO.
GA0037893 DATED JULY 9, 1999 - 33 PAGES
<PAGE>

                                    EXHIBIT H

                        [Form of Turbine Contract Removed]






<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT I

                    MONTHLY PROGRESS REPORT/SCHEDULE OF VALUE







<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit I

           TENASKA GEORGIA GENERATING PROJECT                       Page 1 of 2
--------------------------------------------------------------------------------

                               SCHEDULE OF VALUES

Payment Schedule - Owner to pay Contractor in accordance with the following:

<TABLE>

<S>                                                         <C>
                  Limited Notice to Proceed (LNTP)                    [*] Paid 66 days after LNTP
                                                                      [*] Paid 96 days after LNTP



                  Mobilization                                  50%   Paid at ATP
                                                                50%   Paid 30 days following ATP

                  Payment & Performance Bond                   100%   Paid at ATP

                  Engineering                                         Actual Progress in billing period based
                                                                      upon mutually agreed progress of
                                                                      engineering deliverables.

                  Equipment Procurement                         10%   Upon issuance of P.O. or Contract
                                                                 5%   Upon receipt of vendor drawings

                                                                10%   Upon drawing approval and manufacturing
                                                                      release
                                                                55%   During Manufacture
                                                                10%   Upon final assembly, shop test or ready for
                                                                      delivery
                                                                10%   Upon delivery

                  Civil/Mechanical/Electrical                         Bulk Materials - 100% following site
                  Startup and Testing                                 delivery


                                                                      Construction - actual progress in billing
                                                                      period based upon mutually agreed
                                                                      actual construction erected in place.

                  Construction Overheads                              Payable starting on ATP at 1/29 of the
                                                                      total overhead amount until 100% paid.

                  Taxes                                               At the aggregate percent of above items.

                  ATP = Authorization to Proceed
</TABLE>


<PAGE>

--------------------------------------------------------------------------------
                                                                EPC - Exhibit I

           TENASKA GEORGIA GENERATING PROJECT                       Page 2 of 2
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                            PERCENT
DESCRIPTION                                                TOTAL DOLLARS                    OF TOTAL
-----------                                                -------------                   -----------
<S>                                                       <C>                         <C>
LIMITED NOTICE TO PROCEED (LNTP)                                     [*]                    0.28%

MOBILIZATION (ATP)                                                   [*]                    0.60%

PURCHASE PAYMENT & PERFORMANCE BOND                                  [*]                    0.29%

ENGINEERING                                                          [*]                    1.21%

EQUIPMENT PROCUREMENT                                                [*]                    84.95%
          Combustion Turbines                                        [*]                    75.20%
          Mechanical Equipment                                       [*]                    3.92%
          Electrical Equipment                                       [*]                    5.83%

CIVIL CONSTRUCTION                                                   [*]                    4.74%
          Site Preparation                                           [*]                    0.67%
          Site Improvements                                          [*]                    0.75%
          Structural Concrete                                        [*]                    2.26%
          Structural Steel                                           [*]                    0.19%
          Buildings/Architectural Work                               [*]                    0.46%
          Fire Protection Work                                       [*]                    0.37%
          Painting                                                   [*]                    0.04%

MECHANICAL CONSTRUCTION                                              [*]                    3.43%
          Combustion Turbine Erection                                [*]                    2.00%
          Purchase Piping Materails                                  [*]                    0.29%
          Underground Piping                                         [*]                    0.16%
          Aboveground Piping                                         [*]                    0.28%
          Instrumentation                                            [*]                    0.57%
          Insulation                                                 [*]                    0.13%

ELECTRICAL CONSTRUCTION                                              [*]                    2.56%
          Misc U/G Electrical Systems                                [*]                    0.32%
          Electrical Equipment Installation                          [*]                    0.42%
          Purchase Electrical Materials                              [*]                    0.18%
          Misc A/G Electrical Systems                                [*]                    0.29%
          Ductbank Installation                                      [*]                    0.55%
          Conduit Installation                                       [*]                    0.09%
          Cable Tray Installation                                    [*]                    0.03%
          Cable Installation & Terminations                          [*]                    0.67%

START UP AND TEST ACTIVITIES                                         [*]                    0.32%

CONSTRUCTION OVERHEADS                                               [*]                    1.62%

SUBTOTAL                                                             [*]                    100.00%
Less Allowance for CTG's                                             [*]
ZACHRY TOTAL                                                         [*]

</TABLE>



<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT

                                    EXHIBIT J

                         SCOPE CHANGE, UNITS, RATES AND
                                  OPTION PRICING




<PAGE>

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

                                                                 EPC - Exhibit J

                             TENASKA GEORGIA GENERATING PROJECT

                                                                    Page 1 of 3

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


1.       PROJECT TEAM UNIT RATES

         The following rates shall be used for engineering cost adjustments for
scope of work changes:

<TABLE>
<CAPTION>

         POSITION CATEGORY                                             HOURLY BILLING RATE
         -------------------                                          ---------------------
<S>                                                                         <C>
A.       Engineering Team

                  Project Management                                                 [*]
                  Project Department Engineer                                        [*]

                  Project Control Manager                                            [*]
                  Legal/Environment Coordinator                                      [*]
                  Senior Engineer                                                    [*]
                  Design Engineer                                                    [*]
                  Associate Design Engineer                                          [*]
                  Project Secretary                                                  [*]
                  Planner/Scheduler                                                  [*]
                  Designer                                                           [*]
                  Drafter                                                            [*]
                  Drafting Supervisor                                                [*]
                  PC Usage Rate                                                      [*]
                  CADD Usage Rate                                                    [*]

         B.       SITE MANAGEMENT TEAM

                  Construction Management                                            [*]

                  Site Department Manager/Superintendent                             [*]
                  Senior Engineer                                                    [*]
                  Engineer                                                           [*]
                  Associate Engineer                                                 [*]
                  Field Engineer                                                     [*]
                  Secretary/Clerical                                                 [*]
</TABLE>

The above hourly rates are all inclusive of indirect labor cost, overhead and
profit. Direct expenses such as long distance telephone expenses, computer
charges, prints,

<PAGE>

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

                                                                 EPC - Exhibit J

                             TENASKA GEORGIA GENERATING PROJECT

                                                                    Page 2 of 3

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


reproduction, traveling, and living expenses, cost paid by the Contractor to
third parties, and other direct expenses associated with scope of work changes
shall be charged in accordance with the Contractor's standard expense rates.

The above hourly rates are valid through an Authorization to Proceed of April
17, 2000. Hourly rates shall be escalated in accordance with Exhibit P of the
EPC Agreement if Authorization to Proceed occurs after April 17, 2000.

The following rates shall be used for construction cost adjustments for scope of
work changes:

<TABLE>
<CAPTION>

POSITION CATEGORY                                                      HOURLY BILLING RATE
---------------------------------------------------------------------------------------------
<S>                                                                            <C>
General Foreman                                                                    [*]
Foreman                                                                            [*]
Journeyman                                                                         [*]
Helper B                                                                           [*]
Helper A                                                                           [*]
Laborer - Common                                                                   [*]
</TABLE>

The above rates are all inclusive of indirect costs, hand tools and consumables,
overhead and profit; however, these rates do not include construction equipment
costs. When using the above unit rates, normal changes will be supervised by
on-site staff at no charge. However, in the event the scope of change requires
additional Contractor staff to be assigned, or current staff to be assigned
longer to the Project, the Owner will be billed at the Site Management Team
rates.

The above rates are valid for an Authorization to Proceed date of April 17,
2000, and for work performed through May 1, 2002. Rates shall be escalated in
accordance with Exhibit P of the EPC Agreement if Authorization to Proceed
occurs after April 17, 2000, or if extra work is performed after May 1, 2002.


<PAGE>


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

                                                                 EPC - Exhibit J

                             TENASKA GEORGIA GENERATING PROJECT

                                                                    Page 3 of 3

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

III.     OTHER RATES

         On-site Subcontractor's Work         [*]
         Construction Equipment
                  Contractor Owned            [*]

                  Outside Rent                [*]

         Engineered Equipment and             [*]
         Material (Non-Subcontract)

         General Electric Changes             [*]


IV.      OPTION PRICING

         1. DELETE GAS CHROMATOGRAPH                                        [*]

         2. DEDICATED TRAIN (NOT TO EXCEED)                                 [*]
         In accordance with Article 2(s) of the EPC Agreement.

         3.  55 DBA NOISE LEVEL AT 1,200 FEET                               [*]
         If noise option is not exercised prior to June 1, 2002, escalation
         charges of [*] shall be added to the above price.

         4.  REDUCE BUILDERS ALL RISK DEDUCTIBLE                            [*]
         If Owner obtains All Risk Builder's Risk insurance policy with a
         deductible amount for Testing (to apply only to losses arising out of
         hot testing) of [*], rather than [*]. (Refer to Art 15.5 of the EPC
         Agreement.)

<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT










                                    EXHIBIT K

                                   GUARANTEES






<PAGE>



                              H. B. ZACHRY COMPANY.

                             GUARANTY OF OBLIGATION

This Guaranty is made by H. B. Zachry Company, a Delaware corporation
("Guarantor"), in favor of Tenaska Georgia Partners, L.P., a Delaware limited
partnership ("Owner") with respect to that certain Engineering, Procurement and
Construction Agreement dated the 15th day of September, 1999, between Tenaska
Georgia I, L.P., a Delaware limited partnership ("Tenaska") and Zachry
Construction Corporation, a Delaware corporation ("Contractor") for the
construction of the Tenaska Georgia Generation Station in Heard County, Georgia,
as amended, supplemented or otherwise modified from time to time, (hereinafter
called the "EPC Agreement"). Tenaska, having assigned the EPC Agreement to
Owner, effective November 10, 1999, and such assignment having been consented to
by Contractor, now requires this Guaranty, as provided in the EPC Agreement.

Contractor is an affiliate of Guarantor. Guarantor will derive direct and
indirect benefit from the making of the Guaranty.

NOW, THEREFORE, for good and valuable consideration, Guarantor hereby covenants
and agrees as follows:

1.   Guarantor hereby unconditionally guarantees the full and timely performance
     by Contractor of all of its obligations under the EPC Agreement, as it from
     time to time may be amended, and hereby undertakes that if Contractor shall
     in any respect fail to perform and observe all of the terms, provisions,
     conditions, and stipulations of the EPC Agreement, Guarantor warrants the
     faithful performance of all of such terms and conditions and will fully
     indemnify and keep indemnified Owner against all claims, losses, damages,
     costs and expenses whatsoever which Owner may incur by reason of
     Contractor's failure to perform and observe any of the terms, provisions,
     conditions, and stipulations of the EPC Agreement and in addition against
     all claims, losses, damages, costs and expenses which Owner may incur by
     reason of Contractor's breach of any other duty to Owner, (collectively the
     "Guaranteed Obligations"). THE OBLIGATIONS OF GUARANTOR HEREUNDER SHALL NOT
     BE REDUCED, LIMITED OR TERMINATED, NOR SHALL THE GUARANTOR BE DISCHARGED
     FROM ANY THEREOF, FOR ANY REASON WHATSOEVER (other than, the payment,
     observance and performance of the Guaranteed Obligations and other than as
     provided in Section 9 of this Guaranty), including (and whether or not the
     same shall have occurred or failed to occur once or more than once and
     whether or not Guarantor shall have received notice thereof):

         (a)      (i) any increase in, (ii) any extension of the time of
                  payment, observance or performance of, (iii) any other
                  amendment or modification of any of the other terms and
                  provisions of, (iv) any release, composition or settlement
                  (whether by way of acceptance of a plan of reorganization or
                  otherwise) of, (v) any subordination (whether present or
                  future or contractual or otherwise) of, or (vi) any discharge,
                  disallowance, invalidity, illegality, voidness or other
                  unenforceability of, the Guaranteed Obligations;

<PAGE>


         (b)      (i) any failure to obtain, (ii) any release, composition or
                  settlement of, (iii) any amendment or modification of any of
                  the terms and provisions of, (iv) any subordination of, or (v)
                  any discharge, disallowance, invalidity, illegality, voidness
                  or other enforceability of, any other guaranties of the
                  Guaranteed Obligations;

         (c)      any termination of or change in any relationship between
                  Guarantor and Contractor, including any such termination or
                  change resulting from a change in the ownership of Guarantor
                  or from the cessation of any commercial relationship between
                  Guarantor and Contractor;

         (d)      any exercise of, or any election not or failure to exercise,
                  delay in the exercise of, waiver of, or forbearance or other
                  indulgence with respect to, any right, remedy or power
                  available to Owner, including (i) any election not or failure
                  to exercise any right of set-off, recoupment or counterclaim,
                  and (ii) any election of remedies effected by Owner, and

         (e)      ANY OTHER ACT OR FAILURE TO ACT OR ANY OTHER EVENT OR
                  CIRCUMSTANCE THAT (i) VARIES THE RISK OF GUARANTOR HEREUNDER
                  OR (ii) BUT FOR THE PROVISIONS HEREOF, WOULD, AS A MATTER OF
                  STATUTE OR RULE OF LAW OR EQUITY, OPERATE TO REDUCE, LIMIT OR
                  TERMINATE THE OBLIGATIONS OF THE GUARANTOR HEREUNDER OR
                  DISCHARGE GUARANTOR FROM ANY THEREOF.

2. Guarantor represents and warrants to Owner and Owner's successors and assigns
that:

         (a)      Guarantor is duly organized and validly existing as a Delaware
                  corporation;

         (b)      Guarantor directly or indirectly owns all of the issued and
                  outstanding shares of the capital stock of Contractor;

         (c)      Guarantor is authorized and has all necessary power and
                  authority, corporate and other, to execute and deliver this
                  Guaranty and to perform the obligations of Guarantor,
                  including all obligations of Contractor pursuant to the EPC
                  Agreement, this Guaranty reasonably may be expected to benefit
                  directly or indirectly, Guarantor, and this Guaranty has been
                  duly executed and delivered by Guarantor and is the valid,
                  binding, and enforceable contract of Guarantor, and;

         (d)      The execution and delivery of this Guaranty by Guarantor and
                  its performance of its obligations under the Guaranty, do not
                  (and, to the best of Guarantor's knowledge, will not) conflict
                  with any law, rule or regulation, or any agreement,
                  instrument, indenture, deed or any other restriction, to which
                  Guarantor is subject or a party, or accelerate or affect any
                  of its obligations under any thereof.


                                       2
<PAGE>



3.       Guarantor shall cause Contractor to duly and timely perform all of the
         Guaranteed Obligations including the obligations of Contractor under
         the EPC Agreement, as it may from time to time be amended.

4.       The obligations of Guarantor hereunder include, without limitation, all
         liabilities for liquidated or similar damages and warranty obligations
         of Contractor.

5.       Owner may enforce against Guarantor any and all of the rights of Owner
         under this Guaranty without having instituted or completed any legal,
         arbitration or other proceedings against Contractor.

6.       This Guaranty shall be governed by and construed according to the laws
         of the State of Texas. Guarantor designates Zachry Construction
         Corporation, a Delaware corporation, as agent for service of process in
         any action by Owner under this Guaranty, submits to personal
         jurisdiction in the State of Texas and further agrees that the
         non-exclusive venue for any such action may be Texas.

7.       Guarantor waives: (a) any requirement, and any right to require, that
         any right or power be exercised or any action be taken against the
         Contractor, or any other guarantor or any collateral for the Guaranteed
         Obligations; (b) (i) notice of acceptance of and intention to rely on
         this Agreement, and (ii) all other notices that may be required by
         Applicable Law or otherwise to preserve any rights against Guarantor
         under this Agreement, including any notice of default, demand,
         dishonor, presentment and protest; and, (c) diligence.

8.       Guarantor shall not assert any right to set off against claims by Owner
         hereunder other than claims which Contractor has a right to set off
         under the EPC Agreement.

9.       Notwithstanding any other provision to the contrary set forth herein,
         Guarantor retains the right to assert any and all claims, defenses and
         limitations of liability possessed by Contractor under the terms of the
         EPC Agreement (including without limitation, Section 14.2 of the EPC
         Agreement, but excluding any defense based upon absence of binding
         effect of the EPC Agreement) or arising from the parties' performance
         or failure to perform thereunder.

10.      Guarantor's obligations hereunder (a) are absolute and unconditional,
         (b) subject to Section 9 above, are unlimited in amount, (c) constitute
         a guaranty of payment and performance and not a guaranty of collection,
         (d) are as primary obligor and not as a surety only (e) shall be a
         continuing guaranty of all present and future Guaranteed Obligations
         and (f) shall be irrevocable.

11.      This Guaranty may be assigned by Owner to Owner's lenders for the
         project and shall inure to the benefit of such assignee(s).

12.      Notice to Guarantor shall be to:


                                        3
<PAGE>


                  H.B. Zachry Company
                  527 Logwood (78221-1738)
                  P.O. Box 240130
                  San Antonio, TX 78224-0130
                  Attn: R.J. Kalt
                  Telefax: (210) 458-8572
                  Telephone: (210)458-8050

         With a copy to:

                  Murray L. Johnston, Jr.
                  General Counsel
                  310 S. St. Mary's Street, Suite 2600
                  San Antonio, TX 78205
                  Telefax: (210) 258-2699
                  Telephone: (210)258-2600

         IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed
and delivered to Owner in the name and on behalf of Guarantor by one of its
officers who is duly authorized to do so, for the benefit of Owner, as of this
    day of           , 1999.
----      -----------

                                    Guarantor
                                    H. B. Zachry Company

                                    By:
                                       -------------------------
                                                          (Name)

                                       ---------------------------
                                                          (Title)

ATTEST:

By:
   --------------------------
Title:


                                       4
<PAGE>


                          CERTIFIED COPY OF RESOLUTION

         "RESOLVED: H. B. Zachry Company ("Guarantor") is authorized to provide
a Guaranty of the obligations of Zachry Construction Corporation, a Delaware
corporation ("Contractor"), to Tenaska Georgia Partners, L.P., a Delaware
limited partnership ("Owner") in connection with the agreement between Tenaska
Georgia I, L.P., a Delaware limited partnership, and Contractor for the
construction of the Tenaska Georgia Generation Station in Heard County, Georgia,
which agreement has subsequently been assigned to Owner with the consent of
Contractor. Guarantor states and acknowledges that such Guaranty reasonably may
be expected to benefit, directly or indirectly, Guarantor."

                                   ***********


         I,            , certify that I am the Secretary of H. B. Zachry
          -------------
Company, a Delaware corporation.

         I certify that:
         (1)      The resolution quoted above was adopted on September 13, 1999
                  by Unanimous Written Consent of the Executive Committee of the
                  Board of Directors.
         (2)      This action of the Executive Committee of this corporation may
                  be taken without a meeting if all of the members of the
                  Executive Committee consent in writing.
         (3)      The signed Consent has been filed in the minute book of the
                  corporation.
         (4)      I have compared the resolution quoted above with the
                  resolution in the minute book and verify that the language is
                  identical.
         (5)      The resolution has not been revoked or amended and is now in
                  full force and effect.

         SIGNED AND SEALED on behalf of the corporation                   ,
                                                       --------------------
1999.

                                            [SEAL]
                                                  -----------------------------



<PAGE>



                       TENASKA GEORGIA GENERATING PROJECT










                                    EXHIBIT L

                              DOCUMENT DISTRIBUTION



<PAGE>

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

                                                                EPC - Exhibit L

                             TENASKA GEORGIA GENERATION PROJECT


                                                                    Page 1 of 3

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



                              DOCUMENT DISTRIBUTION
<TABLE>
<CAPTION>

                                                                                    NUMBER OF COPIES       500KV
DOCUMENT                                                             OWNER            LENDER'S ENG.       UTILITY*
--------                                                            ------         ------------------    ----------
<S>                                                            <C>                     <C>                <C>
ARCHITECTURAL
Building Plans and Elevations                                          3
Arch Finish Schedules                                                  3

CIVIL
Site Plans                                                             3                    1
Paving, Drainage & Fencing Plans                                       3                    1
Underground Piping                                                     3
Construction Specifications                                            2
Calculations                                                     See Note 1(c)

STRUCTURAL
Foundation Plans/Details                                               3
Steel Plans, Elevations & Details                                      3
Construction Specifications                                            2
Calculations                                                     See Note 1(c)

ELECTRICAL
One-Line Diagrams                                                      3                    1                 1
UPS One-Line Diagrams                                                  3
Protective Relaying Functional Diagrams                                3
Protective Relaying Calculations & Settings                            2                                      1
Transformer Three-Line Diagram                                         3
500kV Utility One-Line                                                 3                    1                 1
18kV Bus One-Line                                                      3                    1                 1
4160V Three-Line                                                       3                    1                 1
480V One-Line                                                          3                    1                 1
MCC One-Line                                                           3                                      1
Sync Circuit Diagram                                                   3                                      1
Telephone, Security System Diag.                                       3
Grounding Plans                                                        3
Underground Bus Duct/Conduit Plans                                     3                                      1
Metering and Relaying Diagrams                                         3                                      1
Equipment Specifications & POs                                         2
Construction Specifications                                            2
Cable & Raceway Schedules                                              3
Interconnection & Wiring Diagrams                                      3
</TABLE>



<PAGE>


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

                                                                EPC - Exhibit L

                             TENASKA GEORGIA GENERATION PROJECT


                                                                    Page 2 of 3

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

<TABLE>
<CAPTION>

                                                                                    NUMBER OF COPIES       500KV
DOCUMENT                                                             OWNER            LENDER'S ENG.       UTILITY*
--------                                                            ------         ------------------    ----------
<S>                                                           <C>                       <C>                <C>
ELECTRICAL (Cont'd)
Motor List                                                             3
Vendor Shop Drawings                                                   1
Calculations                                                     See Note 1(c)

MECHANICAL
Plot & General Arrangement Plans                                       3                    1                 1
Key Piping Plans                                                       3
Piping Plans                                                           3
Underground Piping Plans                                               3
Cathodic Protection Specs & Plans                                      2
Pipe Support Plans                                                     3
Pipeline Lists                                                         3
Valve Lists                                                            3
Mechanical Specialty Lists                                             3
Equipment Lists                                                        3
Hanger Lists                                                           3
Fire Protection Specs & Plans                                          2                    1
Insulation Specifications & Plans                                      2
P&ID's                                                                 3                    1
Heat & Mass Balances                                                   3                    1
Process Flow Diagrams                                                  3                    1
Construction Specifications                                            2
Equipment Specifications & P.O.'s                                      2                    1
Vendor Shop Drawings                                                   1
Calculations                                                     See Note 1(c)

INSTRUMENTATION & CONTROL
DCS/PLC Block Diagrams                                                 3
DCS Cab Interconnect Wiring Diagrams                                   3
Control Wiring Diagrams                                                3
Logic Diagrams                                                         3
Loop Diagrams (DCS Vendor Drawings)                                    1
Instrument Plans                                                       3
I/O Lists                                                              3
Panel Drawings                                                         3
Vendor Shop Drawings                                                   1
Calculations                                                     See Note 1(c)

PROJECT MANAGEMENT
Drawing Lists/Status (Monthly)                                         3
</TABLE>


<PAGE>

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

                                                                EPC - Exhibit L

                             TENASKA GEORGIA GENERATION PROJECT


                                                                    Page 3 of 3

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                    NUMBER OF COPIES       500KV
DOCUMENT                                                             OWNER            LENDER'S ENG.       UTILITY*
--------                                                            ------         ------------------    ----------
<S>                                                           <C>                       <C>                <C>
PROJECT MGMT. (Cont'd)
Monthly Progress Reports with Project Schedule                         3                    1                 1
Procurement/Vendor Expediting Reports                                  2                    1
Vendor Manual List  (Monthly)                                          2
Vendor Drawing List (Monthly)                                          2                    1

STARTUP & COMMISSIONING
Startup & Commissioning Procedures/Schedules                           3                    1
Commissioning Tests                                                    3                    1
Equipment Checkout                                                     3                    1
Performance Test Procedures                                            3                    1
Performance Test Reports                                               3                    1
Plant Capability Curves                                                2                    1
Operator Training Manuals                                              10
Vendor O&M Manuals                                                     10
Lube Oil Lists                                                         3
Spare Parts Lists                                                      3                    1
System Turnover Packages                                               2
</TABLE>



GENERAL NOTES:
1.       Owner Distribution:

         a)       Where three (3) copies are designated above, distribution will
                  be as follows:
                  - Owner's Project Manager - 1 Copy Tenaska - Omaha, NE)
                  - Owner's Site Representative - 2 Copies (Tenaska - Project
                    Site)
                  The Owner's Site Representative will make distribution to the
                  Owner's Operations and Maintenance Manager.

                  Where less than 3 copies are designated above, the copies will
                  be transmitted to the Owner's Project Manager (Tenaska -
                  Omaha, NE)

         b)       Copies of bid and construction issue drawings are to be
                  distributed as indicated above. Large drawings will generally
                  be reduced to half-size for distribution to Owner.

         c)       The Contractor shall provide final drawings, including
                  as-builts and final calculations, as set forth is Section 3 of
                  the EPC Agreement.

                  * - The 500kV Utility shall be the entity responsible for
                  design approval for the 500kV switchyard.


<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT








                                    EXHIBIT M

                       APROVED SUBCONTRACTORS AND VENDORS

<PAGE>



                       TENASKA GEORGIA GENERATING PROJECT
                                    EXHIBIT M

                           SUBCONTRACTORS AND VENDORS
                                APPROVED AT DATE
                                  OF EXECUTION


I.  SUBCONTRACTORS

As set forth in Section 2 (l) of the EPC Agreement, the following subcontractors
are approved at the date of execution of the EPC Agreement.

<TABLE>
<CAPTION>

         ITEM                                                 ACCEPTABLE SUBCONTRACTOR
        -------------------------------------------------------------------------------

<S>                                                       <C>
         Engineering                                          Utility Engineering Corporation

         Sitework (Drilled Piers)                             [*]
                                                              [*]
                                                              [*]

         Concrete Supply                                      [*]
                                                              [*]
                                                              [*]

         Insulation                                           [*]
                                                              [*]
                                                              [*]

         HVAC                                                 [*]

         Equipment, Heavy Haul                                [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Radiography/Stress Relief                            [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Painting                                             [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Substation/Switchyard                                [*]
</TABLE>


                                     Page 1
<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT
                                    EXHIBIT M

                           SUBCONTRACTORS AND VENDORS
                                APPROVED AT DATE
                                  OF EXECUTION


I.  SUBCONTRACTORS (CONT.)

<TABLE>
<CAPTION>

         ITEM                                                 ACCEPTABLE SUBCONTRACTOR
         ------------------------------------------------------------------------------

<S>                                                        <C>
         Trucking (Excavation Hauling)                        [*]
                                                              [*]

         Mechanical Erection                                  [*]

         Concrete Pumping                                     [*]
                                                              [*]

         Fencing                                              [*]
                                                              [*]
                                                              [*]

         Rebar Fabrication                                    [*]
                                                              [*]
                                                              [*]

         Concrete Testing                                     [*]

                                                              [*]

                                                              [*]

         Fire Protection                                      [*]
                                                              [*]
                                                              [*]

         Seeding                                              [*]
                                                              [*]
                                                              [*]

         Liners                                               [*]

         Soil Testing                                         [*]
                                                              [*]
                                                              [*]

         Paving                                               [*]
                                                              [*]
</TABLE>


                                     Page 2
<PAGE>

                       TENASKA GEORGIA GENERATING PROJECT
                                    EXHIBIT M

                           SUBCONTRACTORS AND VENDORS
                                APPROVED AT DATE
                                  OF EXECUTION


I.  SUBCONTRACTORS (CONT.)

<TABLE>
<CAPTION>

         ITEM                                                 ACCEPTABLE SUBCONTRACTOR
         -----------------------------------------------------------------------------
<S>                                                        <C>
         Field Fabricated Tanks                               [*]

                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
</TABLE>


II.  VENDORS

The following are acceptable manufacturers approved at the date of execution of
the EPC Contract.

<TABLE>
<CAPTION>

         ITEM                                                 ACCEPTABLE MANUFACTURER
         -----------------------------------------------------------------------------
<S>                                                       <C>
         Embeds                                               [*]

         Air Compressors                                      [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Air Dryers                                           [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Miscellaneous Horizontal Pumps                       [*]
                                                              [*]
                                                              [*]

         Fire Water Pumps                                     [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
</TABLE>


                                     Page 3
<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT
                                    EXHIBIT M

                           SUBCONTRACTORS AND VENDORS
                                APPROVED AT DATE
                                  OF EXECUTION

<TABLE>
<CAPTION>

II.  VENDORS (CONT.)

         ITEM                                                 ACCEPTABLE MANUFACTURER
        -------------------------------------------------------------------------------
<S>                                                        <C>
         Sump Pumps                                           [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Control Valves                                       [*]
                                                              [*]
                                                              [*]

         Transformers                                         [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Circuit Breakers                                     [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Distributed Control System                           [*]
         (CTG Controls by GE)                                 [*]
                                                              [*]
                                                              [*]

         Programmable Logic Controllers                       [*]
                                                              [*]
                                                              [*]
</TABLE>


                                     Page 4
<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT
                                    EXHIBIT M

                           SUBCONTRACTORS AND VENDORS
                                APPROVED AT DATE
                                  OF EXECUTION


         II.  VENDORS (CONT.)
<TABLE>
<CAPTION>

         ITEM                                                 ACCEPTABLE MANUFACTURER
        -----------------------------------------------------------------------------
<S>                                                         <C>
         Continuous Emission Monitoring System                [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Pre-Engineered Metal Buildings                       [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Motors                                               [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Uninterruptible Power Supply                         [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Batteries and Battery Chargers                       [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
</TABLE>


                                     Page 5
<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT
                                    EXHIBIT M

                           SUBCONTRACTORS AND VENDORS
                                APPROVED AT DATE
                                  OF EXECUTION


II.  VENDORS (CONT.)

<TABLE>
<CAPTION>

ITEM                                                 ACCEPTABLE MANUFACTURER
-----------------------------------------------------------------------------
<S>                                                       <C>
         Motor Control Centers                                [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Nonsegregated and Isophase                           [*]
         Bus Duct                                             [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Metal Clad Switchgear                                [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]

         Pipe Fabrication                                     [*]
                                                              [*]
                                                              [*]

         Cable                                                [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
                                                              [*]
</TABLE>


                                     Page 6
<PAGE>


                       TENASKA GEORGIA GENERATING PROJECT







                                    EXHIBIT N

                     LENDER DOCUMENTS REQUIRED OF CONTRACTOR



<PAGE>


                                  EXHIBIT "N-1"
                                  -------------


STATE OF GEORGIA

COUNTY OF
         ---------


                     INTERIM WAIVER AND RELEASE UPON PAYMENT


         The undersigned mechanic and/or materialman and/or subcontractor has
been employed by Zachry Construction Corporation to furnish labor, materials, or
services for the construction of improvements known as the Tenaska Georgia
Generation Station which is located in the County of Heard, Georgia, and is
owned by the Development Authority of Heard County, Georgia and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").

         Upon the receipt of the sum of $____________________, the undersigned
mechanic and/or materialman and/or subcontractor waives and releases any and all
liens or claims of liens it has upon the foregoing described Property through
the date of __________________________ (date) and excepting those rights and
liens that the mechanic and/or materialman and/or subcontractor might have in
any retained amounts, on account of labor or materials, or both, furnished by
the undersigned to or on account of said contractor for said building or
premises.

         Given under hand and seal this       day of                    , 19   .
                                       -------      -------------------     ---

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



                                              By:                      .(Seal)
                                                 -----------------------

                                              Print Name:
                                                         ----------------------

                                              Its:
                                                  -----------------------------

----------------------------
(Witness)


----------------------------
----------------------------
(Address)



                                  Page 1 of 3
<PAGE>


                                  EXHIBIT "N-1"
                                  --------------

STATE OF GEORGIA

COUNTY OF
          ------------

                        WRITTEN ACKNOWLEDGMENT OF PAYMENT

         The undersigned mechanic and/or materialman and/or subcontractor has
been employed by Zachry Construction Corporation to furnish labor, materials, or
services for the construction of improvements known as the Tenaska Georgia
Generation Station which is located in the County of Heard, Georgia, and is
owned by the Development Authority of Heard County, Georgia and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").

         The undersigned mechanic and/or materialman and/or subcontractor
acknowledges receipt of the sum of $___________________, which represents
payment in full of the amount owed which is described in that Interim Waiver and
Release Upon Payment, dated ______________, executed by the undersigned. This
Written Acknowledgment is given pursuant to O.C.G.A. Section 44-14-366(f)(2)(B).

         Given under hand and seal this       day of                      ,19  .
                                       -------      ----------------------   ---

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



                                               By:                       .(Seal)
                                                  -----------------------

                                               Print Name:
                                                          ---------------------

                                               Its:
                                                   ----------------------------

-------------------------------
(Witness)


-------------------------------
-------------------------------
(Address)


                                  Page 2 of 3

<PAGE>




                                  Page 3 of 3

<PAGE>

                                  EXHIBIT "N-2"

STATE OF GEORGIA

COUNTY OF FULTON

               UNCONDITIONAL WAIVER AND RELEASE UPON FINAL PAYMENT

         The undersigned mechanic and/or materialman and/or subcontractor has
been employed by Zachry Construction Corporation to furnish labor, materials or
services for the construction of improvements known as the Tenaska Georgia
Generation Station which is located in the County of Heard, Georgia, and is
owned by the Development Authority of Heard County, Georgia and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").

         Upon the receipt of the sum of $      , the undersigned mechanic and/or
materialman and/or subcontractor waives and releases any and all liens or claims
of liens or any right against any labor and/or material bond, or both, the
undersigned has against the Property.

         Given under hand and seal this      day of                    , 19  .


                                                 _______________________________


                                                 By: ____________________ (Seal)

                                                 Print Name:____________________

                                                 Its: __________________________

____________________________
(Witness)

_____________________________

_____________________________
(Address)

     NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU
     HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE
     AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT
     YET BEEN PAID, USE A CONDITIONAL RELEASE FORM.


<PAGE>


                                  EXHIBIT "N-2"

STATE OF GEORGIA

COUNTY OF __________

                        WRITTEN ACKNOWLEDGMENT OF PAYMENT

         The undersigned mechanic and/or materialman and/or subcontractor has
been employed by Zachry Construction Corporation ("Zachry") to furnish labor,
materials or services for the construction of improvements known as the Tenaska
Georgia Generation Station which is located in the County of Heard, Georgia, and
is owned by Tenaska Georgia Partners, L.P. and more particularly described on
Exhibit "A" attached hereto and made a part hereof (the "Property").

         The undersigned mechanic and/or materialman and/or subcontractor
acknowledges receipt of the total sum of $___________________, which represents
payment in full of the amount owed pursuant to that ______________________
Agreement by and between Zachry and the undersigned, dated ______________, as
amended. This Written Acknowledgment is given pursuant to O.C.G.A.
Sections 44-14-366(f)(2)(B).

         Given under hand and seal this _____ day of __________________, 19__.




                                                  ______________________________


                                                  By: ___________________ (Seal)

                                                  Print Name:___________________

                                                  Its: _________________________

____________________________
(Witness)

____________________________

____________________________
(Address)

<PAGE>

                                  Exhibit "N-3"

STATE OF GEORGIA

COUNTY OF ________________

                     INTERIM WAIVER AND RELEASE UPON PAYMENT

         The undersigned mechanic and/or materialman and/or contractor has been
employed by Tenaska Georgia Partners, L.P. to furnish labor, materials, or
services for the construction of improvements known as the Tenaska Georgia
Generation Station which is located in the County of Heard, Georgia, and is
owned by the Development Authority of Heard County, Georgia and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").

         Upon the receipt of the sum of $      , the undersigned mechanic and/or
materialman and/or contractor waives and releases any and all liens or claims of
liens it has upon the foregoing described Property through the date of
(date) and excepting those rights and liens that the mechanic and/or materialman
and/or contractor might have in any retained amounts, on account of labor or
materials, or both, furnished by the undersigned to or on account of said
contractor for said building or premises.

         Given under hand and seal this _____ day of ________________, 19__.


                                                Zachry Construction Corporation


                                                By: _____________________ (Seal)

                                                Print Name:_____________________

                                                Its: ___________________________

____________________________
(Witness)

____________________________

____________________________
(Address)


<PAGE>


                                  Exhibit "N-3"

STATE OF GEORGIA

COUNTY OF __________________

                       WRITTEN ACKNOWLEDGEMENT OF PAYMENT

         The undersigned mechanic and/or materialman and/or contractor has been
employed by Tenaska Georgia Partners, L.P. to furnish labor, materials, or
services for the construction of improvements known as the Tenaska Georgia
Generation Station which is located in the County of Heard, Georgia, and is
owned by the Development Authority of Heard County, Georgia and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").

         The undersigned mechanic and/or materialman and/or contractor
acknowledges receipt of the sum of $___________________, which represents
payment in full of the amount owed which is described in that Interim Waiver and
Release Upon Payment, dated ______________, executed by the undersigned. This
Written Acknowledgement is given pursuant to O.C.G.A. ss.44-14-366(f)(2)(B).

         Given under hand and seal this ___ day of _________________, 19___.


                                               Zachry Construction Corporation

                                               By: ______________________ (Seal)

                                               Print Name:______________________

                                               Its: ____________________________

______________________________
(Witness)

______________________________

______________________________
(Address)

<PAGE>

                                  Exhibit "N-4"

STATE OF GEORGIA

COUNTY OF FULTON

               UNCONDITIONAL WAIVER AND RELEASE UPON FINAL PAYMENT

         The undersigned mechanic and/or materialman and/or contractor has been
employed by Tenaska Georgia Partners, L.P. to furnish labor, materials, or
services for the construction of improvements known as the Tenaska Georgia
Generation Station which is located in the County of Heard, Georgia, and is
owned by the Development Authority of Heard County, Georgia and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").

         Upon the receipt of the sum of $___________, the undersigned mechanic
and/or materialman and/or contractor waives and releases any and all liens or
claims of liens or any right against any labor and/or material bond, or both,
the undersigned has against the Property.

         Given under hand and seal this ____ day of _________________, 19___.


                                               Zachry Construction Corporation

                                               By: ______________________ (Seal)

                                               Print Name:______________________

                                               Its: ____________________________

______________________________
(Witness)

______________________________

______________________________
(Address)

     NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU
     HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE
     AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT
     YET BEEN PAID, USE A CONDITIONAL RELEASE FORM.


<PAGE>

                                  Exhibit "N-4"

STATE OF GEORGIA

COUNTY OF ________________

                        WRITTEN ACKNOWLEDGMENT OF PAYMENT

         The undersigned mechanic and/or materialman and/or contractor has been
employed by Tenaska Georgia Partners, L.P. ("Tenaska") to furnish labor,
materials, or services for the construction of improvements known as the Tenaska
Georgia Generation Station which is located in the County of Heard, Georgia, and
is owned by the Development Authority of Heard County, Georgia, and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").

         The undersigned mechanic and/or materialman and/or contractor
acknowledges receipt of the total sum of $___________________, which represents
payment in full of the amount owed pursuant to that Engineering, Procurement and
Construction Agreement by and between Tenaska Georgia I, L.P. and the
undersigned, dated ______________, as assigned to Tenaska and amended. This
Written Acknowledgment is given pursuant to O.C.G.A. ss.44-14-366(f)(2)(B).

         Given under hand and seal this ____ day of ________________, 19___.




                                                Zachry Construction Corporation

                                                By: _____________________ (Seal)

                                                Print Name:_____________________

                                                Its: ___________________________

_____________________________
(Witness)

_____________________________

_____________________________
(Address)

<PAGE>

                                   Exhibit N-5

                             CONTRACTOR'S INDEMNITY

THIS INDEMNITY IS EXECUTED BY ZACHRY CONSTRUCTION CORPORATION, a Delaware
corporation ("Indemnitor").

With reference to the following facts:

         (a) Certain works of improvement have been or will be commenced upon
the land, as defined in Section 2.1.

         (b) Indemnitor has an interest in the works of improvement on the land,
or thereon to be constructed, as contractor, and desires that Title Company
issue its policies of title insurance without mechanic's lien exclusions,
insuring marketability of title and/or priority of encumbrances upon the terms
and conditions hereinafter set forth.

         NOW THEREFORE, Indemnitor agrees as follows.

1.       COVENANTS.

         1.1 Indemnitor will hold harmless, protect and indemnify Title Company
from and against any and all liabilities, losses, damages, expenses, and charges
including attorney's fees and expenses of litigation, which Title Company may
sustain under any policy of insurance respecting the land resulting directly
from any Mechanic's Lien or claim thereof filed by Indemnitor and/or any of
Indemnitor's subcontractors or suppliers at any tier and which arise from
Indemnitor's failure to comply with the requirement of 1.1.2 herein.

         1.1.1 Indemnitor will pay, or cause to be paid, all bills, charges, or
expenses of any works of improvements on the land, which Indemnitor, in its
reasonable judgment, determine to be valid bills, charges, or expenses which
Indemnitor is obligated to pay.

         1.1.2. If a Mechanic's Lien affecting the land for which a title policy
has been issued in reliance on this Agreement is filed, a Priority Lien
established, or an action to foreclose a Priority Lien commenced, Indemnitor
shall in the case of a Mechanic's Lien filed by Indemnitor's subcontractors and
suppliers at any tier, with or without privity of contract with Indemnitor,
cause such lien to be released of record and/or such action to be dismissed with
prejudice; and in the case of a Mechanic's Lien filed by Indemnitor shall
execute and deliver such instruments as may be necessary to subordinate such
Mechanic's Lien to the lien insured by the mortgagee policy of title insurance.

         1.1.3 Title Company shall have the right at any time after thirty (30)
days written notice to Indemnitor to pay, discharge, satisfy, or remove from the
title to the land any Mechanic's Lien or claim thereon; and Indemnitor covenants
and agrees to pay to Title Company on demand all amounts expended by Title
Company to pay, discharge, satisfy, or remove any Mechanic's Lien or claim
thereof resulting from a valid (as determined by Indemnitor's reasonable
judgment) bill,

<PAGE>

charge, or expense which Indemnitor is obligated to pay.

         1.2 If a Mechanic's Lien affecting the land for which a title policy
has been issued in reliance on this Agreement is filed, a Priority Lien
established, or an action to foreclose a Priority Lien commenced, Indemnitor
shall, upon request of Title Company, promptly furnish Title Company with copies
of all receipted bills or other evidence of payment or set-off for works of
improvement upon the land, but only to the extent that any such bills or other
evidence of payment or set-off relate to the lien or claim of lien in question.

         1.3 Title Company is hereby granted the right to rely upon this
Agreement whether or not an indemnitor is the person ordering the title policy,
regardless of any change in ownership, title, or interest in the land or the
works of improvement thereon, or any change in Indemnitor's interest therein.
Said right shall extend to subsequent policies issued with respect to the land.
However, nothing contained herein shall be construed so as to obligate Title
Company to issue any policies of title insurance in the form above desired, but,
should Title Company issue any such policies of title insurance it will do so in
reliance upon the undertakings of the undersigned and in consideration thereof.

2.       ADDITIONAL PROVISIONS.

         2.1 As used herein the term "land" includes the real property described
on Exhibit "A", and any part, parcel, or subdivision of the described real
property and any part, parcel, or subdivision of the legal or equitable interest
in said real property.

         2.2 As used herein the term "Mechanic's Lien" shall be deemed to refer
to the applicable statutes of the state (including, without limitation, O.C.G.A.
ss.44-14-360 et seq.) in which the land is situated that enable mechanics,
materialmen, artisans, and laborers to have a lien and/or enforce such lien
against the land and any improvements constructed thereon for the value of labor
bestowed thereon and/or materials furnished thereto; provided that such term as
used herein shall exclude any liens actually of record as of the date of
issuance of the policies of title insurance which Indemnitor is not obligated to
pay.

         2.3 The term "policy of title insurance" includes such policies as are
customarily issued by title companies insuring priority of liens and
marketability of title, and all endorsements thereon. The term also includes
other documents and reports customarily issued by title companies concerning the
state of title, ownership, or interest in real property.

         2.4 The term "Priority Lien" means a Mechanic's Lien asserting priority
over the lien of the deed to secure debt insured by the policy of title
insurance.

         2.5 The term "Title Company" means _________________________________ or
any other title company which issues the policy of title insurance referred
herein.

         2.6 Whenever the context so requires, the singular includes the plural;
the masculine, the feminine or neuter.

                                       2

<PAGE>

INDEMNITOR EXECUTES THIS AGREEMENT BECAUSE OF THE BENEFITS DIRECTLY AND
INDIRECTLY ACCRUING TO INDEMNITOR BY REASON OF THE ISSUANCE OF SAID POLICIES.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement this
____ day of _______________, 1999.

                                            ZACHRY CONSTRUCTION CORPORATION,

                                            a Delaware corporation

                                            By:_________________________________

                                            Title:______________________________

STATE OF __________        )
                           ) SS.
COUNTY OF _________        )

         This instrument was acknowledged before me on ___________________ by
_____________________,  _____________________ of  ______________________,  a(n)
_____________________ corporation, on behalf of said corporation.

                                          ______________________________________
                                          Notary Public, State of ______________

                                          ______________________________________
                                          Notary's Printed Name

                                          My commission Expires: _______________

                                       3
<PAGE>

                                   Exhibit N-6

                                  SUBCONTRACTOR

                           PARTIAL WAIVER, RELEASE AND
                       ASSIGNMENT OF ALL LIENS AND CLAIMS

STATE OF _____________     )
                           ) SS.
COUNTY OF ___________      )

                  I, the undersigned Affiant, being of lawful age, under oath do
hereby swear that the following statements are true:

         1. I am the ___________________________ of ________________________,
a(n) __________________________ [corporation] [proprietorship] (the "Firm") and
have personal knowledge of the truthfulness of all statements made herein and I
am duly authorized to make such statements and execute and deliver this Partial
Waiver, Release and Assignment of All Liens and Claims by and on behalf of said
Firm.

         2. Pursuant to that certain subcontract (the "Subcontract") dated the
____ day of _______________, 19___, between Firm and Zachry Construction
Corporation, a Delaware corporation (the "Contractor"), Firm has directly and
through sub-subcontractors and material suppliers, performed labor and/or
furnished materials for the construction of the Tenaska Georgia Generation
Station (the "Improvements") located upon real property located in Heard County,
Georgia and legally described on the attached Exhibit "A" (the "Property"). The
Improvements and the Property are hereinafter sometimes collectively referred to
as the "Project". The Firm is requesting payment of its invoice number
______________ (the "Invoice") for labor, materials, equipment, machinery,
goods, and/or Services furnished by the Firm in connection with the Improvements
during the period beginning _______________________ and ending
_______________________ (the "Invoice Period").

         3. All sub-subcontractors (of whatever tier or level), laborers,
mechanics, materialmen, suppliers, agents, brokers, attorneys and other persons
or entities whatsoever who have furnished or agreed to furnish labor, materials,
equipment, machinery, goods and/or services to the Firm in connection with the
Improvements and the above described Property have been paid in full for all
periods prior to the Invoice Period (except for retainages which are not yet due
and payable and for those claims specifically listed in Item 10 below) and have
fully waived and released all claims, demands, suits and rights to any and all
liens or claims, legal or equitable, contractual, statutory, constitutional or
otherwise, regardless of whether evidenced by lien affidavit or statement, upon
the Improvements and the above described Property whatsoever arising out of the
furnishing of or the agreements to furnish such items for all periods prior to
the Invoice Period (except for retainages which are not yet due and payable and
for those claims specifically listed in Item 10 below). Further, no security
interest, conditional bill of sale or retention of title agreement has been
given or executed by the Firm or any laborer, service provider or materialman
acting by, through or under

<PAGE>

the Firm for or in connection with any materials, machinery and/or equipment
placed upon or installed on the Property.

         4. The Firm, for valuable consideration described herein, does hereby
waive, assign and release to and for the benefit of Contractor and
____________________ (the "Owner" of the Project), and the Owner's partners,
affiliated companies, lessees, successors, assigns, secured lenders and title
insurance companies, and each of the above mentioned parties' officers,
directors, shareholders, employees and agents (hereinafter collectively referred
to as "Released Parties") all right of the Firm to claim a mechanic's or
materialman's lien or laborer's lien or any similar lien or claim, legal or
equitable, contractual, statutory, constitutional or otherwise, regardless or
whether evidenced by lien affidavit or statement, for material furnished for use
in, for services or labor performed upon or in connection with, and/or for,
machinery, tools or equipment supplied or leased in connection with the Project
for all periods prior to the Invoice Period (except for retainages which are not
yet due and payable and which have not been paid for by Contractor and except
for those claims specifically listed in Item 10 below). Effective upon payment
by Contractor to the Firm of the Invoice, the Firm waives, assigns and releases
to and for the benefit of the Released Parties all right of the Firm to claim a
mechanic's or materialman's lien or laborer's lien or any similar lien or claim,
legal or equitable, contractual, statutory, constitutional or otherwise,
regardless or whether evidenced by lien affidavit or statement, for material
furnished for use in, for services or labor performed upon or in connection
with, and/or for, machinery, tools or equipment supplied or leased in connection
with the Project for the Invoice Period (except for retainages which are not yet
due and payable and which have not been paid for by Contractor and for those
claims specifically listed in Item 10 below).

         5. The Firm will undertake no work in addition to that called for by
the subcontract between the Firm and the Contractor nor make any changes in any
contract for the furnishing of labor or materials to the Project without written
approval of the Contractor.

         6. The Firm has not, other than pursuant to this Subcontractor Partial
Waiver, Release and Assignment of All Liens and Claims, assigned and will not
assign any right to perfect a lien against the Project, and the undersigned has
the right, power and authority to execute this Subcontractor Partial Waiver,
Release and Assignment of All Liens and Claims on behalf of the Firm.

         7. The Firm warrants that all applicable taxes, fees and benefits,
including contributions to any employee benefit plan, relating directly or
indirectly to the Firm's work and with respect to all of its employees have been
paid in full or are current.

         8. This instrument is made and delivered with full authority on behalf
of the Firm for the reliance and benefit of the Released Parties to induce
Contractor to make payment of the Invoice to the Firm. The Firm, for valuable
consideration described herein, does hereby agree to defend against, indemnify
and hold the Released Parties absolutely harmless from any and all claims,
demands, liabilities, suits and liens herein waived, assigned or released under
this Partial Waiver, Release and Assignment of All Liens and Claims or brought
by any third party for material furnished for use in, for services or labor
performed upon or in connection with and/or for machinery, tools, or equipment
supplied or leased in connection with the Project for all periods prior to the
Invoice Period and to remove, pay, and release any such lien on the Property or
the

                                       2

<PAGE>

Improvements thereon immediately upon notice of the filing of any such lien.
Effective upon payment by Contractor to the Firm of the Invoice, the Firm agrees
to defend against, indemnify and hold the Released Parties absolutely harmless
from any and all claims, demands, liabilities, suits and liens herein waived,
assigned or released under this Partial Waiver, Release and Assignment of All
Liens and Claims or brought by any third party for material furnished for use
in, for services or labor performed upon or in connection with and/or for
machinery, tools, or equipment supplied or leased in connection with the Project
for the Invoice Period and to remove, pay, and release any such lien on the
Property or the Improvements thereon immediately upon notice of the filing of
any such lien.

         9. Notwithstanding anything herein to the contrary, a sum of
$_______________ has been withheld from the Firm to date as a retainage in
accordance with the terms and conditions of the Subcontract between Contractor
and Firm (the "Retainage"). It is understood and agreed that nothing contained
in this Partial Waiver, Release and Assignment of All Liens and Claims shall
prejudice the Firm's rights with respect to the Retainage.

10. Open claims and disputes, if any, are as follows:

         EXECUTED BY THE AFFIANT this ___ day of ____________________, 19___.

                                                ________________________________
                                                AFFIANT

         EXECUTED BY THE FIRM this ___ day of _______________________, 19___.

                                            ____________________________________

                                            By:_________________________________
                                            Title:______________________________

Note: Both Jurat and Acknowledgements must be completed by a Notary Public.

         SWORN AND SUBSCRIBED before me by ________________________ on this ___
day of ________________, 19___.

                                            ____________________________________
                                            Notary Public, State of ____________

                                            ____________________________________
                                            Notary's Printed Name

                                            My commission Expires: _____________

                                       3

<PAGE>

                                    (AFFIANT)

THE STATE OF _______       )
                           ) SS.
COUNTY OF _________        )

         This instrument was acknowledged before me on ___________________ by
____________________________________.

                                            ____________________________________
                                            Notary Public, State of ____________

                                            ____________________________________
                                            Notary's Printed Name

                                            My commission Expires: _____________

                             (FIRM, if Corporation)

STATE OF __________        )
                           ) SS.
COUNTY OF _________        )

         This instrument was acknowledged before me on ______________________ by
____________________,  _____________________ of  ________________________,  a(n)
___________________ corporation, on behalf of said corporation.

                                            ____________________________________
                                            Notary Public, State of ____________

                                            ____________________________________
                                            Notary's Printed Name

                                            My commission Expires: _____________

                                       4

<PAGE>

                             (FIRM, if Partnership)

STATE OF ________          )
                           ) SS.
COUNTY OF _________        )

         This instrument was acknowledged before me on ______________________ by
____________________, general partner of _______________________,   a(n)
____________________ partnership, on behalf of said partnership.

                                            ____________________________________
                                            Notary Public, State of ____________

                                            ____________________________________
                                            Notary's Printed Name

                                            My commission Expires: _____________


                         (FIRM, If Sole Proprietorship)

STATE OF _________         )
                           ) SS.
COUNTY OF _________        )

         This instrument was acknowledged before me on ___________________ by
____________________________.

                                            ____________________________________
                                            Notary Public, State of ____________

                                            ____________________________________
                                            Notary's Printed Name

                                            My commission Expires: _____________


                                       5
<PAGE>

                                   Exhibit N-7

                                   CONTRACTOR

                           PARTIAL WAIVER, RELEASE AND
                       ASSIGNMENT OF ALL LIENS AND CLAIMS

                  1. The undersigned has personal knowledge of the truthfulness
of all statements made herein and is duly authorized to make such statements and
execute and deliver this Partial Waiver, Release and Assignment of All Liens and
Claims by and on behalf of Zachry Construction Corporation, a Delaware
corporation (the "Firm").

                  2. Pursuant to that certain contract (the "Contract") dated
the ______ day of ________________, 1999, between Firm and _________________
(the "Owner"), Firm has directly and through sub-subcontractors and material
suppliers, performed labor and/or furnished materials for the construction of
the Tenaska Georgia Generation Station (the "Improvements") located upon real
property located in Heard County, Georgia and legally described on the attached
Exhibit "A" (the "Property"). The Improvements and the Property are hereinafter
sometimes collectively referred to as the "Project". The Firm is requesting
payment of its invoice number _____________________ (the "Invoice") for labor
performed and/or materials furnished in connection with the Improvements during
the period beginning ______________________ and ending _______________________
(the "Invoice Period").

                  3. All subcontractors, laborers, mechanics, materialmen,
suppliers, agents, brokers, attorneys and other persons or entities whatsoever
(collectively, the "Subcontractors") who have furnished to the Firm labor or
services at the Property or delivered to the Firm at the Property materials,
equipment, machinery and/or goods or have specially fabricated materials for the
Project in connection with the Improvements and the above described Property
have been paid in full for all periods prior to the Invoice Period (except for
retainages which are not yet due and payable and for those claims specifically
listed in Item 12 below) and have fully waived and released all claims, demands,
suits and rights to any and all liens or claims, legal or equitable,
contractual, statutory, constitutional or otherwise, regardless of whether
evidenced by lien affidavit or statement, upon the Improvements and the above
described Property whatsoever arising out of the furnishing of or the agreements
to furnish such items for all periods prior to the Invoice Period (except for
retainages which are not yet due and payable and for those claims specifically
listed in Item 12 below). All other Subcontractors who have furnished or agreed
to furnish labor, materials, equipment, machinery, goods and/or services to the
Firm in connection with the Improvements and the above described Property will
be paid in full by the Firm in accordance with the payment terms agreed to by
the Firm and such Subcontractors; and each time a payment is made by the Firm to
any of such Subcontractors, the Firm will cause such Subcontractors to fully
waive and release all claims, demands, suits and rights to any and all liens or
claims, legal or equitable, contractual, statutory, constitutional or otherwise,
regardless of whether evidenced by lien affidavit or statement, upon the
Improvements and the above described Property whatsoever for all such items for
which payment was received by such Subcontractor. Further, no security interest,
conditional bill of sale or retention of title agreement has been given or
executed by the Firm or any laborer, service provider or materialman acting by,
through or under the Firm for or in connection with any materials, machinery
and/or equipment placed upon or installed on the Property.

<PAGE>

                  4. The Firm, for valuable consideration, described herein,
does hereby waive, assign and release to and for the benefit of Owner and
Owner's partners, affiliated companies, lessees, successors, assigns, secured
lenders and title insurance companies and each of the above parties' officers,
directors, shareholders, employees and agents (hereinafter collectively referred
to as "Released Parties") all right of the Firm to claim a mechanic's or
materialman's lien or laborer's lien or any similar lien or claim, legal or
equitable, contractual, statutory, constitutional or otherwise, regardless or
whether evidenced by lien affidavit or statement, for material furnished for use
in, for services or labor performed upon or in connection with, and/or for,
machinery, tools or equipment supplied or leased in connection with the Project
for all periods prior to the Invoice Period (except for retainages which are not
yet due and payable and which have not been paid for by Owner and except for
those claims specifically listed in Item 12 below). Effective upon payment by
Owner to the Firm of the Invoice, the Firm waives, assigns and releases to and
for the benefit of Released Parties all right of the Firm to claim a mechanic's
or materialman's lien or laborer's lien or any similar lien or claim, legal or
equitable, contractual, statutory, constitutional or otherwise, regardless or
whether evidenced by lien affidavit or statement, for material furnished for use
in, for services or labor performed upon or in connection with, and/or for,
machinery, tools or equipment supplied or leased in connection with the Project
for the Invoice Period (except for retainages which are not yet due and payable
and which have not been paid for by Owner and for those claims specifically
listed in Item 12 below).

                  5. The Firm will undertake no work in addition to that called
for by the contract between the Firm and the Owner nor make any changes in any
contract for the furnishing of labor or materials to the Project without written
approval of the Owner.

                  6. The Firm has not, other than pursuant to this Contractor
Partial Waiver, Release and Assignment of All Liens and Claims, assigned and
will not assign any right to perfect a lien against the Project, and the
undersigned has the right, power and authority to execute this Contractor
Partial Waiver, Release and Assignment of All Liens and Claims on behalf of the
Firm.

                  7. The Firm warrants that all applicable taxes, fees and
benefits, including contributions to any employee benefit plan, relating
directly or indirectly to the Firm's work and with respect to all of its
employees have been paid in full or are current.

                  8. The contracted amount of work to be performed or materials
to be supplied by and through the Firm is as follows:

<TABLE>
<S>                                                          <C>
                 Original contract amount                    $__________________

                 Change orders approved to date (+ or -)     $__________________

                 TOTAL CONTRACT AMOUNT                       $__________________
</TABLE>

                  9. The total amount paid to the undersigned to date on account
of work performed and materials furnished to the Project is $_________________.

                                       2
<PAGE>

                  10. The total unpaid amount of any retainage and which has
been earned to date (subject to the provisions of the Contract) and not yet paid
is $________________.

                  11. This instrument is made and delivered with full authority
on behalf of the Firm for the reliance and benefit of the Released Parties to
induce Owner to make payment of the Invoice to the Firm. The Firm, for valuable
consideration, described herein, does hereby agree to defend against, indemnify
and hold the Released Parties absolutely harmless from any and all claims,
demands, liabilities, suits and liens (i) herein waived, assigned or released
under this Partial Waiver, Release and Assignment of All Liens and Claims or
(ii) brought or filed by any third party or Subcontractor for material furnished
for use in, for services or, labor performed upon or in connection with and/or
for machinery, tools, or equipment supplied or leased in connection with the
Project for all periods prior to the Invoice Period and to remove, pay, and
release any such lien on the Property or the Improvements thereon immediately
upon notice of the filing of any such lien. Effective upon payment by Owner to
the Firm of the Invoice, the Firm agrees to defend against, indemnify and hold
the Released Parties absolutely harmless from any and all claims, demands,
liabilities, suits and liens (i) herein waived, assigned or released under this
Partial Waiver, Release and Assignment of All Liens and Claims or (ii) brought
or filed by any third party or Subcontractor for material furnished for use in,
for services or, labor performed upon or in connection with and/or for
machinery, tools, or equipment supplied or leased in connection with the Project
for the Invoice Period and to remove, pay, and release any such lien on the
Property or the Improvements thereon immediately upon notice of the filing of
any such lien.

12. Open claims and disputes, if any, are as follows:

         EXECUTED this ___ day of __________________, 19___.

                                             ZACHRY CONSTRUCTION CORPORATION,

                                             a Delaware corporation

                                             By:______________________________
                                             Title:___________________________

                                       3
<PAGE>

STATE OF _______________ )
                         ) ss.
COUNTY OF ______________ )

         On this ___ day of _________________, ____, before me personally
appeared ___________________________________, to me known to be the
______________________ of Zachry Construction Corporation, a Delaware
corporation and acknowledged the said instrument to be his free and voluntary
act and deed on behalf of Zachry Construction Corporation, a Delaware
corporation, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.

                                             ___________________________________
                                             Notary Public

                                             My commission expires:_____________

                                       4
<PAGE>

                                   Exhibit N-8

                             CONTRACTOR'S AFFIDAVIT

         On behalf of Zachry Construction Corporation, a Delaware corporation,
the undersigned, being the Authorized Representatives of said corporation, upon
being duly sworn on oath, depose and state that, to the best of the
undersigneds' knowledge, the attached Exhibit "A" contains a list of all parties
who have performed site work or delivered materials or supplies in connection
with the construction of a power generation facility on the real property
described on the attached Exhibit "B" as of the date of this Affidavit.

         Dated:  ________________

                                                Zachry Construction Corporation,
                                                a Delaware corporation

                                                By: ____________________________

                                                Title:__________________________

STATE OF ____________   )
                        ) ss.
COUNTY OF ___________   )

         Sworn to and subscribed before me by ____________________ on this
______ day of ______________, _____.

                                                ________________________________
                                                Notary Public

                                                My commission expires:__________

<PAGE>

                                   Exhibit N-9

After Recording Return to:



                        SUBCONTRACTOR PRIORITY AGREEMENT

         WHEREAS, ________________ (the "Owner"), the owner of the land
described on the attached Exhibit "A" in Heard County, State of Georgia,
proposes to erect thereon certain improvements and for the purpose of raising
necessary funds has applied to a group of banks led by __________________, as
Agent (hereinafter collectively called the "Lender") for a loan to be secured by
a first priority Deed to Secure Debt and Security Agreement (hereinafter
referred to as the "Security Deed") on the said described premises; and

         WHEREAS, the Lender has applied to Title Company (as defined below) for
a policy of title insurance to be issued to the Lender insuring the priority of
lien of the Mortgage;

         WHEREAS, "Title Company" means ______________________ or any other
title company which issues the policy of title insurance referred to herein;

         WHEREAS, the undersigned has been employed by the contractor, Zachry
Construction Corporation, a Delaware corporation, to furnish materials or to
perform labor or both thereof incident to the said improvements, for which the
undersigned may have a statutory or constitutional right of lien; and

         WHEREAS, the undersigned is desirous of said mortgage loan being
consummated and said title insurance being issued.

         NOW, THEREFORE, in consideration of the premises and as an inducement
to the Lender to enter into a loan agreement with the Owner and to the Title
Company to issue the said policy of title insurance, respectively, the
undersigned does hereby agree that the lien of the proposed Security Deed shall
be and at all times remain prior, paramount and superior to any statutory or
constitutional right of lien that the undersigned may now have or hereafter
acquire, whether for

<PAGE>

materials furnished or labor performed or for both thereof.

         IN WITNESS WHEREOF, the undersigned has executed this Priority
Agreement this ____ day of _________, 199__.


                                                ________________________________
                                                Subcontractor

_________________________                       By:_____________________________
Unofficial Witness

                                                Title:__________________________

                                 ACKNOWLEDGEMENT

STATE OF ____________   )
                        ) ss.
COUNTY OF ___________   )

         On this ___ day of _______, 1999, before me personally appeared , to me
known to be the ______________________ of Zachry Construction Corporation, a
Delaware corporation and acknowledged the said instrument to be his free and
voluntary act and deed on behalf of Zachry Construction Corporation, a Delaware
corporation, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.

                                                ________________________________
                                                Notary Public

                                                My commission expires:__________

                                       2

<PAGE>


                                  EXHIBIT N-10








                          CONTRACTOR PRIORITY AGREEMENT

         WHEREAS, ___________________ (the "Owner"), the owner of the land
described in Schedule A attached hereto, proposes to erect thereon certain
improvements (the "Project") and for the purpose of raising necessary funds has
applied to a group of banks led by _________________, as Agent (hereinafter
collectively called the "Lender") for a loan to be secured by a first priority
Deed to Secure Debt and Security Agreement (hereinafter referred to as the
"Security Deed") on said described premises; and

         WHEREAS, the Lender has applied to Title Company (as defined below) for
a policy of title insurance to be Issued to the Lender insuring the first
priority of the lien of the Mortgage;

         WHEREAS, "Title Company" means _______________________ or any other
title company which issues the policy of title insurance referred to herein;

         WHEREAS, the undersigned (the "Contractor") and Owner entered into an
Engineering, Procurement and Construction Agreement dated _________, 1999, (as
further amended, supplemented or otherwise modified from time to time, the
"EPC");

         WHEREAS, the undersigned has been employed to furnish materials or to
perform labor or both thereof incident to the said improvements, for which the
undersigned may have a statutory or constitutional right of lien; and

         WHEREAS, the undersigned is desirous of said mortgage loan being
consummated and said title insurance being issued.

         NOW, THEREFORE, in consideration of the premises and an inducement to
the Lender to enter into a loan agreement with the Owner and to the Title
Company to issue the said policy of title insurance, respectively, the
undersigned does hereby agree that the lien of the proposed Security Deed shall
be and at all times remain prior, paramount and superior to any statutory or
constitutional right of lien that the undersigned may now have or hereafter
acquire, whether for materials furnished or labor performed or for both thereof.


<PAGE>


         IN WITNESS WHEREOF, the undersigned has executed this Contractor
Priority Agreement this      day of          , 1999.
                       -----       ---------

                                            ZACHRY CONSTRUCTION CORPORATION,
                                            a Delaware corporation.

                                            By:
                                              -------------------------------
--------------------
Unofficial Witness                          Title:
                                                 ----------------------------



                                       2
<PAGE>



STATE OF _____________              )
                                    ) ss.
COUNTY OF ___________               )

         On this ___ day of _______, 1999, before me personally appeared
______________, to me known to be the _______________________of Zachry
Construction Corporation, a Delaware corporation and acknowledged the said
instrument to be his free and voluntary act and deed on behalf of Zachry
Construction Corporation, a Delaware corporation, for the uses and purposes
therein mentioned, and on oath stated that he was authorized to execute said
instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.

                                        ---------------------------------------
                                        Notary Public

                                        My commission expires:
                                                             ------------------


                                       3
<PAGE>


                                  EXHIBIT N-11
                                  SUBCONTRACTOR
                            FINAL WAIVER, RELEASE AND
                       ASSIGNMENT OF ALL LIENS AND CLAIMS



THE STATE OF ________               )
                                    ) SS.
COUNTY OF ___________               )

         I, the undersigned Affiant, being of lawful age, under oath do hereby
swear that the following statements are true:

         1. I am the __________________________ of _______________________,
a(n) _______________ [corporation] [partnership] [sole proprietorship] (the
"Firm") and have personal knowledge of the truthfulness of all statements made
herein, and I am duly authorized to make such statements and execute and deliver
this Final Waiver, Release and Assignment of All Liens and Claims by and on
behalf for said Firm.

         2. Pursuant to that certain subcontract (the "Subcontract") dated the
____ day of ____________, 19__, between Firm and Zachry Construction
Corporation, a Delaware corporation ("Contractor"), Firm has directly and
through sub-subcontractors and material suppliers, performed labor and/or
furnished materials for the construction of the Tenaska Georgia Generation
Station (the "Improvements") located upon real property located in Heard County,
Georgia and legally described on the attached Exhibit "A" (the "Property"). The
Improvements and the Property are hereinafter sometimes collectively referred to
as the "Project". The Firm is requesting payment of its final invoice (the
"Invoice") for payment under the Subcontract.

         3. All sub-subcontractors (of whatever tier or level), laborers,
mechanics, materialmen, suppliers, agents, brokers, attorneys and other persons
or entities whatsoever who have furnished or agreed to furnish labor, materials,
equipment, machinery, goods and/or services to the Firm in connection with the
Improvements and the above described Property have been paid in full and have
fully waived and released all claims, demands, suits and rights to any and all
liens or claims, legal or equitable, contractual, statutory, or constitutional,
or otherwise, regardless of whether evidenced by lien affidavit or statement,
upon the Improvements and the above described Property whatsoever arising out of
the furnishing of or the agreements to furnish such items. Further, no security
interest, conditional bill of sale or retention of title agreement has been
given or executed by the Firm or any laborer, service provider or materialman
acting by, through or under the Firm for or in connection with any materials,
machinery and/or equipment placed upon or installed on the Property.

         4. The Firm, for valuable consideration described herein, does hereby
waive, assign and release to and for the benefit of the Contractor and
___________________ ("Owner" of the Project), and the Owner's partners,
affiliated companies, lessees, successors, assigns, secured lenders and title
insurance companies, and each of the above mentioned parties' officers,
directors, shareholders, employees and agents (hereinafter collectively referred
to as the "Released Parties"), all right of the



<PAGE>


Firm to claim a mechanic's or materialman's lien or laborer's lien or any
similar lien or claim, legal or equitable, contractual, statutory,
constitutional, or otherwise regardless of whether evidenced by lien affidavit
or statement, for material furnished for use in, for services or labor performed
upon or in connection with, and/or for machinery, tools and equipment supplied
or leased in connection with the Project. The Firm by this instrument further
releases and discharges the Released Parties from all obligations,
responsibilities, liabilities, commitments and duties directly or indirectly
arising out of or existing by virtue of the Subcontract between the Firm and
Contractor and acknowledges that it has been paid in full. Nothing contained
herein shall, however, operate to release or relieve Firm from any of its
continuing obligations, liabilities or responsibilities which would otherwise
survive completion and acceptance of the Project and final payment by Contractor
including, but not limited to, the Released Parties' rights of indemnity, audit
rights and all warranties and guaranties.

         5. The Firm has not assigned and will not assign, other than as set
forth in this Subcontractor Final Waiver, Release and Assignment of All Liens
and Claims, any right to perfect a lien against the Project.

         6. The Firm warrants that all applicable taxes, fees and benefits,
including contributions to any employee benefit plan, relating directly or
indirectly to the Firm's work and with respect to all of its employees have been
paid in full.

         7. This instrument is made and delivered with full authority on behalf
of the Firm for the reliance and benefit of the above named Released Parties to
induce Contractor to make payment to the Firm for material furnished for use in,
for services or labor performed upon or in connection with, and/or for
machinery, tools or equipment supplied or leased in connection with the Project.
In consideration of such payment, the Firm does hereby agree to defend against,
indemnify and hold the Released Parties absolutely harmless from any and all
claims, demands, liabilities, suits and liens herein waived, released or
assigned under this Final Waiver, Release and Assignment of All Liens and Claims
or brought by any third party for material furnished for use in, for services or
labor performed upon or in connection with, and/or for machinery, tools or
equipment supplied or leased in connection with the Project, and to pay, remove
and release any such lien on the Property or the Improvements thereon
immediately upon notice of the filing of any such lien.

         EXECUTED BY THE AFFIANT this      day of                    , 19    .
                                      ----       --------------------    ----

                                      -----------------------------------------
                                      AFFIANT



         EXECUTED BY THE FIRM this     day of                         , 19    .
                                   ---        ------------------------   ----

                                           By:
                                              ----------------------------------
                                           Title:
                                                -------------------------------


                                       2
<PAGE>


Note:  Both Jurat and Acknowledgements must be completed by a Notary Public.


         SWORN AND SUBSCRIBED before me by                         on this
                                          -------------------------        ----
day of                 , 19   .
      -----------------   ----

                                           ------------------------------------
                                           Notary Public, State of
                                                                  -------------

                                           ------------------------------------
                                           Notary's Printed Name

                                           My commission Expires:
                                                                 --------------


                                    (AFFIANT)


STATE OF ___________             )
                                 ) SS.
COUNTY OF _________              )

         This instrument was acknowledged before me on                     by
                                                      --------------------
--------------------------------------------------------.

                                           ------------------------------------
                                           Notary Public, State of
                                                                  -------------

                                           ------------------------------------
                                           Notary's Printed Name

                                           My commission Expires:
                                                                 --------------


                                       3
<PAGE>



                             (FIRM, if Corporation)


STATE OF __________              )
                                 ) SS.
COUNTY OF _________              )

         This instrument was acknowledged before me on                       by
                                                      ----------------------
                               ,                   of                      ,a(n)
------------------------------- -------------------  ----------------------
                     corporation, on behalf of said corporation.
--------------------

                                           ------------------------------------
                                           Notary Public, State of
                                                                  -------------

                                           ------------------------------------
                                           Notary's Printed Name

                                           My commission Expires:
                                                                 --------------


                             (FIRM, if Partnership)


STATE OF __________              )
                                 ) SS.
COUNTY OF _________              )

         This instrument was acknowledged before me on                       by
                                                      -----------------------
---------------------------------------, general partner of                    ,
                                                           --------------------
a(n)                partnership,on behalf of said partnership.
   ----------------

                                           ------------------------------------
                                           Notary Public, State of
                                                                  -------------

                                           ------------------------------------
                                           Notary's Printed Name

                                           My commission Expires:
                                                                 --------------


                                       4
<PAGE>



                         (FIRM, If Sole Proprietorship)


STATE OF __________              )
                                 ) SS.
COUNTY OF _________              )

         This instrument was acknowledged before me on                     by
                                                      --------------------
--------------------------------------------------------.

                                           ------------------------------------
                                           Notary Public, State of
                                                                  -------------

                                           ------------------------------------
                                           Notary's Printed Name

                                           My commission Expires:
                                                                 --------------

                                       5
<PAGE>


                                  EXHIBIT N-12
                                   CONTRACTOR
                      FINAL WAIVER, RELEASE, AFFIDAVIT AND
                       ASSIGNMENT OF ALL LIENS AND CLAIMS


THE STATE OF ___________                )
                                        )ss.
COUNTY OF ______________                )


         I, the undersigned Affiant, being of lawful age, under oath do hereby
swear that the following statements are true:

         1. I have personal knowledge of the truthfulness of all statements made
herein, and I am duly authorized to make such statements and execute and deliver
this Final Waiver, Release and Assignment of All Liens and Claims by and on
behalf of Zachry Construction Corporation, a Delaware corporation (the "Firm").

         2. Pursuant to that certain contract (the "Contract") dated the __ day
of ____________, 1999, between Firm and _______________ ("Owner"), Firm has
directly and through subcontractors and material suppliers, performed labor
and/or furnished materials for the construction of the Tenaska Georgia
Generation Station (the "Improvements") located upon real property located in
Heard County, Georgia and legally described on the attached Exhibit "A" (the
"Property"). The Improvements and the Property are hereinafter sometimes
collectively referred to as the "Project". The Firm requests payment of its
final invoice (the "Invoice") for payment under the Contract.

         3. All subcontractors, laborers, mechanics, materialmen, suppliers,
agents, brokers, attorneys and other persons or entities whatsoever who have
furnished or agreed to furnish labor, materials, fixtures, equipment, machinery,
goods, supplies and/or services to the Firm in connection with the Improvements
and the above described Property have been paid in full, the agreed or
reasonable value and have fully waived and released all claims, demands, suits
and rights to any and all liens or claims, legal or equitable, contractual,
statutory, constitutional, or otherwise, regardless of whether evidenced by lien
affidavit or statement, upon the Improvements and the above described Property
whatsoever arising out of the furnishing of or the agreements to furnish such
items. Further, that there are no fixtures now installed in the Improvements or
on the Property pursuant to the Contract that have not been paid for in full and
that no security interest, conditional bill of sale or retention of title
agreement has been given or executed by the Firm or any laborer, service
provider or materialman acting by, through or under the Firm for or in
connection with any materials, machinery and/or equipment, and/or other personal
property placed upon or installed on the Property.

         4. The Firm, for valuable consideration described herein, (i) hereby
acknowledges receipt of payment in full of the agreed price or the reasonable
value for all amounts due and owing to Firm for the Improvements on the Property
as required by the Contract, and further (ii) does hereby waive, assign and
release to and for the benefit of the Owner, and the Owner's partners,
affiliated companies, lessees, successors, assigns, secured lenders and title
insurance companies, and each of


<PAGE>


the above mentioned parties' officers, directors, shareholders, employees and
agents (hereinafter collectively referred to as the "Released Parties"), all
right of the Firm to claim a mechanic's or materialman's lien or laborer's lien
or any similar lien or claim, legal or equitable, contractual, statutory,
constitutional, or otherwise, regardless of whether evidenced by lien affidavit
or statement, for material furnished for use in, for services or labor performed
upon or in connection with, and/or for machinery, tools and equipment supplied
or leased in connection with the Project. The Firm by this instrument further
releases and discharges the Released Parties from all obligations for payment
directly or indirectly arising out of or existing by virtue of the Contract
between the Firm and Owner. Nothing contained herein shall, however, operate to
release or relieve Firm or Owner from any continuing obligations for payment,
liabilities or responsibilities which would otherwise survive completion and
acceptance of the Project and final payment by Owner including, but not limited
to, rights of indemnity, audit rights and all warranties and guaranties.

         5. The Firm has not assigned and will not assign, other than as set
forth in this Contractor Final Waiver, Release and Assignment of All Liens and
Claims, any right to perfect a lien against the Project.

         6. The Firm warrants that all applicable taxes, fees and benefits,
including contributions to any employee benefit plan, relating directly or
indirectly to the Firm's work and with respect to all of its employees have been
paid in full.

         7. This instrument is made and delivered with full authority on behalf
of the Firm for the reliance and benefit of the above named Released Parties to
induce Owner to make payment to the Firm for material furnished for use in, for
services or labor performed upon or in connection with, and/or for machinery,
tools or equipment supplied or leased in connection with the Project. In
consideration of such payment, the Firm does hereby agree to defend against,
indemnify and hold the Released Parties absolutely harmless from any and all
claims, demands, liabilities, suits and liens herein waived, released or
assigned under this Final Waiver, Release and Assignment of All Liens and Claims
or brought by any third party for material furnished for use in, for services or
labor performed upon or in connection with, and/or for machinery, tools or
equipment supplied or leased in connection with the Project, and to pay, remove
and release any such lien on the Property or the Improvements thereon
immediately upon notice of the filing of any such lien.

         8. This sworn statement is made to Owner and to the holder of any
security deed which security deed secures an indebtedness advanced by such
holder as construction or purchase money with respect to said Property, in
accordance with the provisions of O.C.G.A. ss.44-14-361.2, to induce Owner to
make final disbursement to Firm and in connection with a loan in which the
Property in part secures the repayment thereof.

         EXECUTED BY THE AFFIANT this     day of                  , 199   .
                                     -----      -------------------    ---

                                     ------------------------------------------
                                     AFFIANT

         EXECUTED BY THE FIRM this     day of                  , 199   .
                                 -----       ------------------     ---


                                       2
<PAGE>

                                               ZACHRY CONSTRUCTION CORPORATION,
                                               a Delaware corporation

                                               By:
                                                  -----------------------------

                                               Title:
                                                     --------------------------



                                       3
<PAGE>



NOTE:  Both Jurat and Acknowledgements must be completed by a Notary Public.

       SWORN TO AND SUBSCRIBED before me by                     on this      day
                                           ---------------------       ------
of                ,199   .
  ---------------     ---

                                           ------------------------------------
                                           Notary Public, State of
                                                                  -------------

                                           ------------------------------------
                                           Notary's Printed Name

                                           My commission Expires:
                                                                 --------------


                                    (AFFIANT)

THE STATE OF __________                 )
                                        )
COUNTY OF _____________                 )

         This instrument was acknowledged before me on                     by
                                                      --------------------
--------------------------------------------------------.

                                           ------------------------------------
                                           Notary Public, State of
                                                                  -------------

                                           ------------------------------------
                                           Notary's Printed Name

                                           My commission Expires:
                                                                 --------------


                                     (FIRM)

STATE OF _______________                )
                                        ) ss.
COUNTY OF ______________                )

         On this      day of                  , 199  , before me personally
                -----      ------------------    ---
appeared                                    , to me known to be the
         -----------------------------------
                       of Zachry Construction Corporation, a Delaware
----------------------
corporation, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.

                                         ---------------------------------------
                                         Notary Public
                                         My commission expires:
                                                               -----------------



                                       4
<PAGE>



                             NOTICE OF COMMENCEMENT

TO:  Clerk of the Superior Court of Heard County, Georgia

         Pursuant to O.C.G.A. Section 44-14-361.5, not later than 15 days
after physically commencing work on the property, the undersigned gives
Notice of Commencement of improvements to property including the following
information:

(1)      NAME, ADDRESS AND TELEPHONE NUMBER OF CONTRACTOR:

                  Zachary Construction Corporation

                  --------------------------------
                  --------------------------------
                  --------------------------------
                  --------------------------------
                  Attn:
                      ----------------------------

(2)      NAME AND LOCATION OF PROJECT AND LEGAL DESCRIPTION OF THE PROPERTY:
         Tenaska Georgia Generation Station, development of a power plant to be
         constructed on certain land located in Land Lots 236 and 237 of the 4th
         District of Heard County, Georgia and being more particularly described
         in EXHIBIT "A" attached hereto and incorporated herein by this
         reference.


                                       5
<PAGE>

(3)      NAME AND ADDRESS OF TRUE OWNER OF THE PROPERTY:

                  LESSOR:

                  The Development Authority of Heard County, Georgia
                  c/o Glover & Davis
                  10 Brown Street
                  Newnan, Georgia 30264-1038

                  Telephone:  770-683-6000
                  Fax:  770-683-6010

                  LESSEE:

                  Tenaska Georgia Partners, L.P.
                  --------------------------------
                  --------------------------------
                  --------------------------------
                  --------------------------------
                  Attn:
                      ----------------------------

                  Telephone:
                            ----------------------
                  Fax:
                      -----------------------------

(4)      NAME AND ADDRESS OF PERSON OTHER THAN OWNER AT WHOSE INSTANCE THE
         IMPROVEMENTS ARE BEING MADE, IF NOT THE TRUE OWNER:

                  Tenaska Georgia Partners, L.P.
                  --------------------------------
                  --------------------------------
                  --------------------------------
                  --------------------------------
                  Attn:
                      ----------------------------

                  Telephone:
                            -----------------------
                  Fax:
                     ------------------------------


                                       6
<PAGE>



(5)      NAME AND ADDRESS FOR SURETY FOR THE PERFORMANCE AND PAYMENT BONDS, IF
         ANY:

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

(6)      NAME AND ADDRESS OF CONSTRUCTION LENDER, IF ANY:

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

                     Zachary Construction Corporation



                     By:
                       --------------------------------
                     Print Name:
                                --------------------------------
                     Its:
                        --------------------------------
                     Dated:                                 , 2000
                            --------------------------------

* This document must be filed with the clerk of the superior court for the
county in which the project is located and a copy of this document must be
posted at the project site not later than 15 days after the contractor
physically commences work on the property.

** Within 10 calendar days of receipt of a written request, the contractor must
give a copy of this Notice of Commencement to any subcontractor, materialman, or
person making the request.



                                       7
<PAGE>



                                   EXHIBIT "A"

                          LEGAL DESCRIPTION OF PROPERTY











                                       8

<PAGE>

                       Tenaska Georgia Generating Project



                                    EXHIBIT O

                              GE PAYMENT PROCEDURES

<PAGE>

--------------------------------------------------------- ----------------------
                                                             EPC - Exhibit O
            TENASKA GEORGIA GENERATION PROJECT            ----------------------
                                                            Page 1 of 3
--------------------------------------------------------- ----------------------

                              GE Payment Procedures

The following terms and conditions shall apply regarding payment to General
Electric Company for the six (6) gas turbines and associated equipment as
defined in Exhibit H.

1.   Contractor will accept assignment of the Turbine Contract attached as
     Exhibit H subject to any specific restrictions contained in the EPC
     Agreement.

2.   Owner will pay General Electric Company directly in accordance with the
     payment schedule contained in Exhibit H and General Electric's Progress
     Payment Invoice that has been approved by the Contractor. Contractor shall
     certify that the Project is progressing in accordance with the payment
     schedule contained in Exhibit H.

3.   Included in the Monthly Progress Report, as described in Article 3 of the
     EPC Agreement, Contractor will furnish a separate Progress Payment Invoice
     for General Electric Company equipment included in Exhibit H. Retainage
     shall not be withheld from sums due to Contractor as a result of sums paid
     to General Electric Company.

4.   Except for the payments to General Electric Company, and specific
     exclusions contained in the EPC Agreement, Contractor will remain
     responsible for the supply, installation, and performance of the equipment
     furnished pursuant to the Turbine Contract as if this Exhibit did not
     exist.

5.   The scope of supply for which the Owner will provide direct payment to
     General Electric Company is outlined in the following:

         Turbine Contract attached as Exhibit H

<PAGE>

                       Tenaska Georgia Generating Project



                                    EXHIBIT P

                            CALCULATION Of ESCALATION

<PAGE>


[*] The following three (3) pages have been omitted and filed sepaprately
    with the Securities and Exchange Commission as part of a Confidential
    Treatment Request.


<PAGE>

                       Tenaska Georgia Generating Project



                                    EXHIBIT Q

                                LETTER OF CREDIT

<PAGE>

                                    EXHIBIT Q
                                [BANK LETTERHEAD]

DATE:  [ISSUANCE DATE]

IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: ____________

<TABLE>
<CAPTION>
         BENEFICIARY:                                  APPLICANT:
<S>                                        <C>

__________________________________          _____________________________

__________________________________          _____________________________

__________________________________          _____________________________

__________________________________          _____________________________

ATTENTION:________________________                ATTENTION:  ________________

                                                  AMOUNT: USD ________________
                                                  ____________ AND 00/100'S US DOLLARS

                                                  EXPIRATION: ____________
</TABLE>


GENTLEMEN:

BY ORDER OF OUR CLIENT, THE ("APPLICANT"), FOR THE ACCOUNT OF [TO BE
DETERMINED], WE ("BANK") HEREBY ISSUE OUR IRREVOCABLE LETTER OF CREDIT NUMBER
________ IN THE AMOUNT OF, BUT NOT EXCEEDING USD _________________
(__________________________________ NO/100 UNITED STATES DOLLARS). IT IS OUR
UNDERSTANDING THAT THIS LETTER OF CREDIT IS ISSUED IN LIEU OF RETENTION AND IN
CONNECTION WITH YOUR AGREEMENT FOR CONSTRUCTION WITH {NAME} DATED AS OF
{DATE}(AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN
ACCORDANCE WITH ITS TERMS) REGARDING THE CONSTRUCTION OF {THE PROJECT},
PERFORMED AT YOUR SITE IN {CITY, STATE}.

FUNDS ARE AVAILABLE UNDER THIS LETTER OF CREDIT UPON PRESENTATION OF YOUR SIGHT
DRAFT DRAWN ON US ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

A LETTER, PURPORTEDLY SIGNED BY AN AUTHORIZED OFFICER OF {BENEFICIARY}, STATING
THAT EITHER (A) {APPLICANT} HAS FAILED TO COMPLY WITH AN OBLIGATION UNDER THE
AGREEMENT FOR ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES, DATED
________, 1999 BETWEEN _____________________ ("OWNER" / BENEFICIARY) AFTER ANY
APPLICABLE NOTICE AND CURE PERIOD REQUIRED BY THE AGREEMENT WITH {BENEFICIARY},
AND {APPLICANT}, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME OR (B) {APPLICANT} HAS NOT COMPLETED ALL PERFORMANCE DUE FROM {APPLICANT}
UNDER THE ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT AND A SATISFACTORY
SUBSTITUTE LETTER OF CREDIT HAS NOT BEEN DELIVERED ON BEHALF OF {APPLICANT} TO
{BENEFICIARY} WITHIN 15 DAYS OF THE EXPIRATION DATE OF THE LETTER OF CREDIT. THE
LETTER SHALL FURTHER STATE THAT WRITTEN NOTICE HAS BEEN DELIVERED TO CONTRACTOR
OF BENEFICIARY'S INTENT TO DRAW UNDER THIS LETTER OF CREDIT NO. ______________
AT LEAST FIVE (5) CALENDAR DAYS PRIOR TO THE DATE OF SUCH SIGHT DRAFT.

<PAGE>

WE HEREBY AGREE THAT MULTIPLE PARTIAL DRAWINGS MAY BE MADE AND THAT ALL DRAFTS
DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE
DULY HONORED IF DRAWN AND PRESENTED FOR PAYMENT AT OUR COUNTERS ON OR BEFORE THE
EXPIRATION DATE, AS DEFINED BELOW.

PRESENTATION OF SUCH DRAFT(S) AND DOCUMENT(S) SHALL BE MADE AT OUR OFFICE
LOCATED AT {ADDRESS, CITY, STATE, ZIP CODE}.

COMMUNICATIONS WITH RESPECT TO THIS LETTER OF CREDIT SHALL BE IN WRITING AND
SHALL BE ADDRESSED TO US AT {ADDRESS, CITY, STATE, ZIP CODE}, ATTENTION: LETTER
OF CREDIT DEPARTMENT, SPECIFICALLY REFERRING TO THE NUMBER OF THIS LETTER OF
CREDIT.

THIS LETTER OF CREDIT IS EFFECTIVE IMMEDIATELY AND EXPIRES UPON THE EARLIER OF
(A) {DATE}, OR (B) THE DATE ON WHICH THE AMOUNT OF THE LETTER OF CREDIT IS
REDUCED TO ZERO BY BENEFICIARY'S DRAWS HEREUNDER, OR (C) THE DATE ON WHICH THE
LETTER OF CREDIT HAS BEEN RETURNED TO US TOGETHER WITH IRREVOCABLE INSTRUCTIONS
FROM BENEFICIARY TO CANCEL THIS LETTER OF CREDIT (THE "EXPIRATION DATE").

TO THE EXTENT NOT CONTRARY TO THE EXPRESS TERMS HEREOF, THIS LETTER OF CREDIT
SHALL BE GOVERNED BY THE UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY CREDITS
(1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500 (HEREIN
REFERRED TO AS THE "UCP"), OR BY SUBSEQUENT UNIFORM CUSTOMS AND PRACTICE FIXED
BY SUBSEQUENT CONGRESSES OF THE INTERNATIONAL CHAMBER OF COMMERCE. THIS LETTER
OF CREDIT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
TEXAS AND SHALL, AS TO MATTERS NOT GOVERNED BY THE UCP, BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

EXCEPT AS OTHERWISE STATED HEREIN, THIS LETTER OF CREDIT MAY NOT BE AMENDED,
MODIFIED, TERMINATED, REVOKED OR CANCELLED WITHOUT OUR WRITTEN CONSENT, AND THE
WRITTEN CONSENT OF APPLICANT AND BENEFICIARY.

YOURS VERY TRULY,

BY: ________________________
     AUTHORIZED SIGNATURE

<PAGE>

                       Tenaska Georgia Generating Project




                                    EXHIBIT R

                     CERTIFICATE OF CONSTRUCTION CONTRACTOR

<PAGE>

                                    EXHIBIT R

                        ________________________, 19_____

Tenaska Georgia Partners, L.P.
1044 North 115th Street
Omaha, Nebraska 68154

Attn:  _________________

Project:      Tenaska Georgia Generation Facility

         This certificate is delivered to you pursuant to Section 3.1(d)(iii) of
the Engineering, Procurement and Construction Agreement dated September 15,
1999, between Tenaska Georgia I, L.P., a Delaware limited partnership
("Tenaska"), and Zachry Construction Corporation, a Delaware corporation
("Contractor"), as assigned by Tenaska to Tenaska Georgia Partners, L.P., a
Delaware limited partnership.

         Unless otherwise indicated, capitalized terms used herein shall have
the meaning set forth in the above-referenced Engineering, Procurement and
Construction Agreement (the "EPC").

         (1)      Contractor hereby certifies that all work for which payment is
                  sought by the Contractor has been completed in accordance with
                  the Drawings.

         (2)      The work for which payment is requested has been performed by
                  Contractor in accordance with the EPC.

         (3)      Contractor reasonably believes Commercial Operation is
                  achievable by the Scheduled Date of Commercial Operation, as
                  such terms are defined in the EPC, or Contractor has attached
                  a statement outlining the causes of any substantial delays.

<PAGE>



______________, as Agent              -2-                  ______________, 19___

         The undersigned certifies that he is duly authorized to execute and
deliver this certificate on behalf of Contractor.

                                             Zachry Construction Corporation,
                                             a Delaware corporation

                                             By: _______________________________
                                             Name:  ____________________________
                                             Title:  ___________________________

                                             By: _______________________________
                                             Name:  ____________________________
                                             Title:  ___________________________