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                        ADMINISTRATIVE SERVICES AGREEMENT

         THIS ADMINISTRATIVE SERVICES AGREEMENT (the "AGREEMENT"), dated
________________ (the "EFFECTIVE DATE"), is made and entered into by and between
________________., a ________________ ("________________"), and
________________, a ________________ (the "________________"). ________________
and ________________ sometimes are referred to herein individually as a "PARTY"
and collectively as the "PARTIES".

                              W I T N E S S E T H:

         WHEREAS, ________________ provides such services, personnel and other
resources described herein to its affiliates; and

         WHEREAS, ________________ is an affiliate of ________________ and
desires to procure certain administrative, accounting and other similar services
from ________________, and ________________ is willing to render such services
to ________________ in accordance with and subject to the terms and conditions
of this Agreement.

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein, the Parties hereto hereby agree as follows:

                                    ARTICLE I

                        TERMS AND CONDITIONS OF SERVICES

         SECTION 1.01. PROVISION OF SERVICES. ________________ hereby agrees to
provide to ________________ the following services (the "SERVICES):

                  (a) Executive management services and advice;

                  (b) Contract administration services and advice.

                  (c) Bookkeeping, accounting and auditing services and advice,
         including the preparation and analyses of financial statements and
         operating reports and the establishment of accounting systems and
         procedures.

                  (d) Finance and treasury services and advice, including the
         preparation of short and long range financial plans, the issuance of
         securities, the negotiation and structuring of financing arrangements,
         and the banking and investment of surplus funds.

                  (e) Tax advice and assistance, including the preparation of
         federal, state and local income and other tax returns and the
         preparation of protests, claims and briefs and other matters in
         connection with any applicable taxes, governmental fees or assessments.

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                  (f) Insurance, bonding and risk management advice and
         assistance, including negotiating contracts with insurers, trustees and
         actuaries and placing insurance policies.

                  (g) Legal services and advice;

                  (h) Procurement services and advice;

                  (i) Information systems services, materials and advice;

                  (j) Use of office space and resources; and

                  (k) Human resources services and advice.

         SECTION 1.02.  INVOICING AND COMPENSATION.

                  (a) As full and complete compensation for the Services
         rendered pursuant to this Agreement, ________________ shall pay to
         ________________, and ________________ shall accept, a fee (the "FEE")
         equal to ________________'s cost to perform the Services. In addition,
         ________________ shall reimburse ________________ for all Incidental
         Expenses and Third Party Expenses. "INCIDENTAL EXPENSES" mean all
         reasonable incidental expenses, including expenses for travel (business
         class air travel), meals, lodging, required business entertainment,
         telephone calls, shipping and similar items, incurred by
         ________________ in connection with its performance of the Services.
         "THIRD PARTY EXPENSES" mean all amounts billed to ________________ by
         third parties for services, including professional services, rendered
         to or on behalf of ________________ in connection with the performance
         of the Services.

                  (b) Unless otherwise agreed by the parties, ________________
         shall submit monthly invoices to ________________ setting forth the
         Fee, Incidental Expenses and Third Party Expenses associated with a
         particular month on or before the fifteenth (15th) day of the
         succeeding month. ________________ shall pay each such invoice within
         thirty (30) days after its receipt thereof. As a condition of
         ________________'s obligation to make payments with respect to each
         invoice, each invoice shall set forth a reasonably detailed description
         of the nature of the Services, Incidental Expenses and Third Party
         Expenses.

                  (c) Any amounts due and owing to ________________ under this
         Section 1.02 that are not paid by ________________ to ________________
         within the required time period, shall accrue interest at the prime
         commercial lending rate as announced from time to time by Citibank or
         its successor, or, in the event it shall dissolve without a successor,
         such other institution as the Parties mutually agree, plus one percent
         (1%).

         SECTION 1.03. COOPERATION AND ACCESS TO PROPERTIES AND RECORDS.
________________ shall cooperate with ________________ and its employees,
advisors and agents (including


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subcontractors) as and when reasonably requested in their performance and
fulfillment of the Services. ________________ and its employees, advisors and
agents (including subcontractors) shall have access to any and all real and
personal property of ________________, and to any and all books and records as
________________ or any of its employees, advisors and agents (including
subcontractors) determines necessary, advisable or appropriate for or in
connection with the provision of any or all of the Services.

         SECTION 1.04. STANDARD OF CONDUCT. ________________ will use its
reasonable best efforts to perform or cause its employees, advisors and agents
(including subcontractors) to perform the Services in accordance with Good
Business Practices. "GOOD BUSINESS PRACTICES" means the practices, methods and
acts, as in effect from time to time, that are commonly used in the independent
power industry to perform or fulfill the activities comprising the Services, or
any practices, methods or acts, which in the exercise of reasonable judgment in
light of the facts known at the time, that could have been expected to
accomplish the desired result at a reasonable cost consistent with good business
practices, reliability, safety and expedition; provided, however, that Good
Business Practices is not intended to be limited to optimum practices, methods
or acts to the exclusion of all others, but rather to be a range of possible
practices, methods or acts taken or engaged in by entities in the independent
power industry. Whether any particular practice, method or act of
________________ complies with Good Business Practices is to be judged in light
of the facts known at the time such particular practice, method or act was
performed or taken.

         SECTION 1.05.  LIMITATIONS ON LIABILITY.

                  (a) ________________ and its employees, advisors and agents
         (including subcontractors) shall have no liability to ________________
         for any loss, damage or expense suffered by ________________ arising
         out of or resulting from any act or omission of ________________ or any
         of its employees, advisors or agents (including subcontractors),
         provided that such act or omission conformed to the standard of conduct
         set forth in Section 1.04 hereof.

                  (b) Notwithstanding any other provision of this Agreement,
         ________________'s total liability to ________________ and all third
         parties for all acts and omissions of ________________, its employees,
         advisors and agents (including subcontractors) in any calendar year,
         including, without limitation, liability arising out of contract, tort
         (including without limitation negligence, gross negligence and
         intentional misconduct), strict liability or any other cause or form of
         action whatsoever, shall not exceed the total compensation paid to
         ________________ during the previous twelve months under any provision
         of this Agreement for the particular service at issue.

                  (c) Pursuant to Sections 1.05(a), (b) and (d), each party (the
         "INDEMNIFYING PARTY") hereby indemnifies and holds the other Party, and
         such other Party's employees, advisors and agents (including
         subcontractors), harmless from and against any and all claims against
         such other Party for personal injury, death or property damage which
         may arise due to any acts or omissions of the Indemnifying Party.


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                  (d) Notwithstanding any other provision of this Agreement,
         neither Party shall be liable to the other Party for any lost profits,
         or indirect, incidental or consequential damages under, arising out of,
         due to or in connection with this Agreement.

                  SECTION 1.06.  INDEPENDENT CONTRACTOR.

                  (a) ________________, in the performance of this Agreement,
         will be acting in its own separate capacity and not as a partner, joint
         venturer or associate of ________________. In performing its duties
         under this Agreement, ________________ shall provide and complete the
         Services required according to its own means and methods of work, which
         shall be in the exclusive charge and control of ________________ and
         not subject to the control or supervision of ________________.

                  (b) ________________ shall be solely responsible for its and
         its employees', advisors' and agents' (including subcontractors) acts
         and omissions with respect to the performance of the Services. Neither
         Party shall maintain, hold out, represent, state or imply to any other
         individual or entity that an employer/employee relationship exists
         between it and the other Party or such other Party's employees,
         advisors or agents (including subcontractors).

                  (c) Neither ________________ nor its employees shall be
         eligible to participate in any employee benefit plan sponsored by
         ________________, including without limitation, any retirement plan,
         insurance program, disability plan, medical benefits plan or any other
         fringe benefit program sponsored and maintained by ________________ for
         its employees.

                  (d) ________________ shall be solely responsible for all taxes
         imposed on ________________ as a result of the transactions
         contemplated by this Agreement.

         SECTION 1.07. SUBCONTRACTORS. ________________ may in its sole
discretion subcontract with other persons or entities, to perform any or all
of the Services on such terms and conditions as ________________ determines
to be necessary, advisable or appropriate under the circumstances of the
subcontract.

         SECTION. 1.08. TERM AND TERMINATION. Unless sooner terminated in
accordance with the provisions of this Agreement, the term of this Agreement
shall commence as of the Effective Date and shall continue until December 31,
2001 (the "INITIAL TERM"). At the end of the Initial Term and each subsequent
Renewal Term (hereinafter defined), as the case may be, the term of this
Agreement shall be automatically renewed for a period of one (1) year (each a
"RENEWAL TERM") unless either Party delivers a written termination notice to the
other Party at least thirty (30) days prior to the end of the Initial Term or
the then current Renewal Term, as the case may be.

                                   ARTICLE II


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                                  MISCELLANEOUS

         SECTION 2.01. GOVERNING LAW. This Agreement and the rights of the
Parties hereunder shall be governed by and interpreted in accordance with the
law of the State of Georgia (without giving effect to principles of conflicts of
laws which would lead to the application of the laws of another jurisdiction).

         SECTION 2.02. SUCCESSORS AND ASSIGNABILITY. Except as otherwise
provided for in Section 1.07, neither ________________ nor ________________ may
assign any of its rights or delegate any of its duties under this Agreement, in
whole or in part, without the prior written consent of the other, which consent
shall not be unreasonably withheld. This Agreement shall be binding upon each of
the Parties and their respective successors and permitted assigns.

         SECTION 2.03. SEVERABILITY. If any provision of this Agreement shall be
determined by any court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Agreement, other than that portion
determined to be invalid or unenforceable, shall not be affected thereby, and
each valid provision hereof shall be enforced to the fullest extent permitted by
law.

         SECTION 2.04. MODIFICATIONS. No change, amendment or modification of
this Agreement shall be valid or binding upon the Parties unless such change,
amendment or modification is in writing and duly executed by both Parties.

         SECTION 2.05. WAIVERS. No provision of this Agreement shall be deemed
waived and no breach shall be deemed excused or consented to unless such waiver
or consent is in writing and signed by the Party claimed to have waived or
consented. No consent by either Party to, or waiver of, a breach by the other,
whether express or implied, shall constitute a consent to, waiver of, or excuse
for any different or subsequent breach.

         SECTION 2.06. ENTIRE AGREEMENT. This Agreement constitutes the Parties'
entire agreement as to the subject matter hereof and supersedes any and all
other prior understandings, correspondence and agreements, oral or written,
between them.

         SECTION 2.07. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original hereof but all of which
together shall constitute one and the same instrument. Delivery of execution
pages hereof by facsimile shall constitute valid delivery of this Agreement.


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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


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

By:                                          By:
       -------------------------------              ----------------------------
Name:                                        Name:
       -------------------------------              ----------------------------
Title:                                       Title:
       -------------------------------              ----------------------------





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