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                 FIRST AMENDMENT TO SEVERANCE AND SERVICES AGREEMENT


    This First Amendment to Severance and Services Agreement (this "Amendment")
dated as of February 14, 1997, is by and between Destec Energy, Inc., a
Delaware corporation (the "Company"), and Enrique M. Larroucau ("Employee").


                                 W I T N E S S E T H


    WHEREAS, the Company and Employee entered that certain Severance and
Services Agreement (the "Agreement") dated as of May 3, 1994, pursuant to which
the Company agreed to provide certain severance benefits to Employee in the
event Employee's employment with the Company is terminated subsequent to Change
in Control (as defined in the Agreement) under certain circumstances; and

    WHEREAS, the Company and Employee wish to modify the Agreement in certain
respects.

    NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

    1.   The text of Subsection 4(D)(ii) be deleted in its entirety, and the
    following be substituted in its place:

         (ii) SEVERANCE PAYMENT.  In lieu of any further salary payments to you
         for periods subsequent to the Date of Termination, the Company shall
         pay as severance pay to you, not later than the fifth (5th) day
         following the Date of Termination, a lump sum severance payment (the
         "Severance Payment") equal to 1.30 times the sum of:

              (1)  the greater of (a) your annual rate of base salary in effect
              on the Date of Termination, and (b) your annual rate of base
              salary in effect immediately prior to the Change in Control,
              (such greater amount being referred to herein as the "Salary
              Factor"), plus

              (2)  an amount (the "Bonus Factor") calculated by multiplying the
              Salary Factor by a percentage equal to the greater of (a) the
              average percentage bonus (annualized in the case of any bonus
              paid with respect to a partial year) paid to you in respect of
              the three years preceding the Date of Termination, (or the period
              of your employment, if less than three (3) years) determined for
              each such year as a percentage of the base salary paid to you in
              respect of the relevant year, and (b) the average percentage
              bonus (annualized in the case of any bonus paid with respect to a
              partial year) paid to you in respect of the three years preceding
              the Change in Control, (or the period of your 

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              employment, if less than three (3) years determined for each such
              year as a percentage of the base salary paid to you in respect of
              the relevant year.

         2.   The text of Section 5 be deleted in its entirety, and the
         following be substituted in its place:

              5.   ADVISORY ARRANGEMENT.  If your employment by the Company
              shall be terminated by the Company other than for Cause,
              Retirement or Disability or by you for Good Reason, then for a
              period of four (4) months following the date of such termination
              of employment (the "Advisory Period"), you shall be engaged by
              the Company as an advisor on the following terms and conditions:

              (A)  ADVISORY SERVICES.  During the Advisory Period you will
              perform advisory services for the Company and its subsidiaries as
              the Board may reasonably request from time to time, it being
              understood that you will be expected to provide at least 60 days
              of advisory services.  You agree to make yourself available on a
              reasonable basis during the Advisory Period to provide such
              services.  Advisory services will be performed at times and
              places mutually convenient to you and the Company.

              (B)  INDEPENDENT CONTRACTOR.  As an advisor to the Company you
              will act in the capacity of an independent contractor and not as
              an employee of the Company.  The Company will not exercise
              discretion or control over you in the performance of your
              advisory services, nor shall it require your compliance with
              orders or instructions.  You will act solely in an advisory
              capacity and in consequence will not have authority to act for
              the Company or to give instructions or orders on behalf of the
              Company or to make any decisions or commitments for or on behalf
              of the Company.

              (C)  COMPENSATION.  The Company will pay you, in consideration
              for the advisory services to be provided hereunder, an aggregate
              amount equal to 0.7 times the sum of the Salary Factor and the
              Bonus Factor, plus reimbursement of your reasonable out of pocket
              expenses.  Such amount shall be paid in equal monthly
              installments over the term of the Advisory Period.  The Company
              retains the right to withhold and deduct from any such payment
              all sums which it may be required to deduct or withhold pursuant
              to applicable law.

    3.   The Agreement, as hereby amended, is and shall remain the binding
    obligation of the Company and, except to the extent amended by this
    Amendment, all the terms, provisions, conditions, agreements, covenants,
    representations, warranties, and powers contained in the Agreement shall be
    and remain in full force and effect and the same are hereby ratified and
    confirmed.

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    4.   All references in the Agreement to "this Agreement" and any other
    reference of similar import shall henceforth mean the Agreement as amended
    by this Amendment.

    5.   In the event of any inconsistency or conflict between this Amendment
    and the Agreement, the terms, provisions and conditions of this Amendment
    shall govern and control.

    6.   Capitalized terms used herein shall have the meanings described in the
    Agreement unless otherwise defined herein.

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the date first written above.


                                  DESTEC ENERGY, INC.

                                  By: /s/ C. F. GOFF
                                      ---------------------------------------
                                      C. F. Goff
                                      President and Chief Executive Officer

    

                                  /s/ ENRIQUE M. LARROUCAU
                                  ------------------------------------------
                                      Enrique M. Larroucau