<PAGE>


                    COMPUTERIZED PROCESS CONTROL AGREEMENT

                           (HARDWARE AND SOFTWARE)



     This SYSTEMS supply and service agreement, hereinafter "Agreement," is 
made and entered into by and between Rofan Services Inc. (hereinafter "RSI") 
and Destec Energy, Inc. (hereinafter "DEI"), located at:


     RSI:

     Address:          2030 Dow Center
                       Midland, Michigan 48674

     Corporation of:   State of Delaware


     DEI:

     Address:          2500 Citywest Boulevard, Suite 150
                       Houston, Texas 77042

     Corporation of:   State of Delaware


     RSI and DEI hereby agree this Agreement consists in its entirety of this 
executed covering document and the following attachments:

          Appendix A  - Service Agreement

          Appendix B  - Intellectual Property Provisions for
                        Subcontracts Required Under Cooperative
                        Agreement No. DE-FC21-92MC29310

          Appendix C  - Certain Contract Clauses Required
                        by Cooperative Agreement
                        No. DE-FC21-92MC29310

          Schedule 1  - System Charges

     RSI agrees to supply to DEI in accordance with the terms and conditions 
of this Agreement one or more MOD5 PROCESS CONTROL SYSTEMS for its PLANT(S) 
described in Schedule 1 attached hereto and made a part hereof.  It is 
contemplated that Schedule 1 may be amended from time to time as SYSTEMS are 
added and modified under this Agreement.  This Agreement constitutes 


<PAGE>

the entire understanding between RSI and DEI pertaining to all MOD5 PROCESS 
CONTROL SYSTEMS for DEI's PLANT(S) and supersedes any prior or 
contemporaneous agreements and all negotiations, representations and 
proposals written or oral pertaining to this subject.


ARTICLE 1 - DEFINITIONS

     Terms used in this Agreement shall have the meanings ascribed to them as 
follows:

  a. MOD5 PROCESS CONTROL SYSTEM (SYSTEM) means specially designed, direct 
     digital control, redundant computer technology for providing process 
     control and supplying process operation information.  SYSTEM comprises 
     MOD5 HARDWARE, MOD5 SOFTWARE, and an associated MINICOMPUTER.

  b. MOD5 HARDWARE means a user defined hardware configuration designed to 
     implement the SYSTEM which comprises two or more MOD CANS, two or more 
     MOD5 COMPUTERS, and one or more INTERFACE PROCESSORS.

  c. MOD CAN is a modular input/output device with associated electronics 
     which receives inputs and originates output relative to PLANT 
     instrumentation.  Each MOD CAN provides static graphics displaying 
     immediate information on conditions of selected signals and data.

  d. MOD5 COMPUTER is a specially designed, high speed control computer.

  e. INTERFACE PROCESSOR is an electronic functional interconnection within 
     a SYSTEM between MOD5 COMPUTER(S) and MINICOMPUTER(S), which contains 
     hardware, dedicated executable software, and firmware, otherwise 
     primarily comprised of one or more MODSERVERS.


                                      -2-

<PAGE>


  f. MINICOMPUTER is a member of a family of computers manufactured by the 
     Digital Equipment Corporation comprising VAX hardware executing the 
     currently supported version of the VMS operating system specified by 
     RSI, said computers otherwise referred to as VAX/VMS systems, to be
     separately acquired by DEI.

  g. DOWTRAN is a specific language designed for the process control 
     application engineer to convert and express the CONTROL SCHEMA into the 
     APPLICATION PROGRAM for a manufacturing process.  The APPLICATION 
     PROGRAM is further transformed into COMPILED DOWTRAN using a MOD5 
     COMPILER.

  h. MOD5 OVERHEADS means the executable operating systems software for the 
     MOD5 COMPUTER that executes the COMPILED DOWTRAN and implements 
     diagnostics, inputs, outputs, alarms and event logging.

  i. DOWTRAN SUPPORT TOOLS are utility programs which execute on the 
     MINICOMPUTER to assist the application engineer in writing the 
     APPLICATION PROGRAM in DOWTRAN.

  j. APPLICATION PROGRAM, to be provided by DEI, is a human readable 
     representation of the CONTROL SCHEMA in DOWTRAN.

  k. COMPILED DOWTRAN is the machine readable code which results from the 
     compilation process executed by the MOD5 COMPILER to convert the 
     APPLICATION PROGRAM written in DOWTRAN into said machine readable code.

  l. CONTROL SCHEMA, to be provided by DEI, comprises the entire collection 
     of concepts, process dynamics and control models, and associated 
     decision models which are referenced to define the APPLICATION PROGRAM.


                                      -3-
<PAGE>

    m.  MOD5 COMPILER is a computer program which executes on the MINICOMPUTER
        to produce COMPILED DOWTRAN from the APPLICATION PROGRAM written in 
        the DOWTRAN language.

    n.  GPI means an executable subset of process information and related 
        software specially designed and developed for execution on the 
        MINICOMPUTER which displays and stores process information and 
        related information to assist operations personnel.

    o.  MOD5 SOFTWARE means MOD5 OVERHEADS, DOWTRAN SUPPORT TOOLS, MOD5 
        COMPILER, GPI, and NEW SOFTWARE VERSIONS.

    p.  PRODUCT NOTICE is a change in hardware design and/or software design 
        and/or announcements of new products.

    q.  HARDWARE MAINTENANCE means periodic testing, calibration, replacement 
        of faulty or worn out parts, substitution or addition of new 
        electronic capabilities according to PRODUCT NOTICES, and general 
        overall maintenance of the HARDWARE components.

    r.  HARDWARE CONSUMABLES include, without limitation, fuses, light bulbs, 
        chart paper, and other such utility sundry items which are not 
        considered a part of HARDWARE MAINTENANCE that DEI may require to 
        operate the PLANT in a comprehensive manner.

    s.  NEW SOFTWARE VERSION means a uniquely identified, revised, and 
        improved release of MOD5 SOFTWARE directed to improve process 
        efficiencies and/or reliability.

    t.  PLANT means DEI's facilities listed in the attached Schedule 1.

                                     -4-

<PAGE>

    u.  INSTALLATION DATE is the date on which a given SYSTEM has been 
        physically installed in a PLANT. This date shall be confirmed in 
        writing to RSI by the PLANT Manager, but in any case shall be deemed 
        to be no later than thirty (30) days after start up of the PLANT.

    v.  MODSERVER is a specially configured, commercially available computer 
        specified by RSI which executes a commercially available operating 
        system and RSI supplied application software to connect a MOD5 
        COMPUTER to a GPI system.

    w.  SHIPMENT DATE is the date on which the MOD5 HARDWARE has been 
        transferred to the carrier.

    x.  EFFECTIVE DATE is the date of execution of the last party to sign.

ARTICLE 2 - TERM

     The term of this Agreement shall begin on the execution date hereof and, 
subject to the provisions herein for termination, shall continue for a period 
of fifteen (15) years after the INSTALLATION DATE of the last SYSTEM to be 
supplied hereunder. It shall thereafter continue from year to year until 
terminated in its entirety, pursuant to the provisions of Articles 4 and 10 
herein by either RSI or DEI. The obligations of Article 5 shall survive any 
expiration or accelerated termination of this Agreement for a period of five 
(5) years.

ARTICLE 3 - PAYMENTS

     3.1  SYSTEM CHARGES.  Charges for SYSTEMS supplied hereunder are set 
forth in the accompanying Schedule 1.

                                     -5-

<PAGE>

     3.2  TAXES AND SHIPPING.   DEI shall pay all taxes, however designated, 
which are levied or based on the MOD5 HARDWARE and/or MOD5 SOFTWARE or their 
use including without limitation property taxes, local fees or excise taxes 
but excluding taxes withheld based on RSI's net income. In the event DEI 
defaults in the payment of any such tax, RSI may pay such tax and shall be 
reimbursed by DEI, with interest, as an additional charge. DEI shall be 
responsible for paying MOD5 HARDWARE shipping costs F.O.B. RSI shipping point.

ARTICLE 4 - TERMS OF POSSESSION AND USE

     4.1  RSI and DEI agree that all MOD5 HARDWARE and MOD5 SOFTWARE 
(excluding components sent off site to be repaired and the MINICOMPUTER to be 
acquired by DEI directly from an appropriate source of such computers) 
supplied by RSI hereunder will be kept by DEI in its sole possession and 
control and will at all times be located at the PLANT(S) designated in the 
attached Schedule 1.

    4.2  DEI shall enjoy all rights of possession and use of SYSTEM(S)  
supplied hereunder subject to RSI's rights under Paragraph 4.3, upon one 
year's prior written notice to DEI, upon occurrence of one or more of the 
following conditions:

          (a)  DEI breaches the secrecy obligations of Article 5;

          (b)  DEI fails to make payments within sixty (60) days after notice 
    of payments in arrears;

          (c)  The Dow Chemical Company (TDCC) equity holdings of DEI, direct 
    and indirect, decline below twenty percent (20%), or events occur from 
    which such event may be reasonably predicted and that an affiliate of 
    TDCC will no longer be operating PLANT ("Affiliate" in this context is

                                     -6-
<PAGE>

     an entity in which TDCC may exercise a substantial amount of control);

          (d)  TDCC, as the result of (i) governmental action, or (ii) DEI 
     financial distress (including any assignment of assets for the benefit of 
     creditors) faces loss of at least joint control, direct or indirect, over
     DEI assets in which SYSTEM(S) are installed.

          (e)  RSI discontinues support of SYSTEMS acquired by DEI hereunder.

     4.3  In the event:

         (a)  conditions of Paragraph 4.2(a) and (b) occur, RSI may terminate 
this Agreement and its support of SYSTEMS supplied hereunder and optionally 
reacquire SYSTEMS for a charge equal to one hundred percent (100%) of the 
unamortized book value as carried on DEI's books.

          (b)  conditions of Paragraph 4.2(c), (d) or (e) occur within 
fifteen (15) years of the EFFECTIVE DATE,  RSI shall have the following 
options:

               (i)  to reacquire SYSTEMS for a charge equal to one hundred 
     percent (100%) of the unamortized book value as carried on DEI's books;

               (ii)  to provide an alternative computer driven process 
     capability at least equivalent in functionality to that of the SYSTEM, 
     any new hardware being for the account of DEI and intangible charges 
     being for the account of RSI; or

               (iii)  to allow DEI to retain existing SYSTEM on the condition 
     that DEI procures for its own account a competent technical advisor for 
     continued support of the existing SYSTEM


                                    -7-

<PAGE>

     in which event proprietary MOD5 SOFTWARE will be made available to such 
     advisor, provided such advisor agrees to preserve confidentiality and 
     limit use of any RSI proprietary information for DEI's benefit.

     (c)  Notwithstanding the provisions of Article 4.2, Paragraphs 4.3(a) and 
4.3(b), in the event that RSI elects to discontinue support of SYSTEMS 
pursuant to Paragraph 4.2(e), RSI may only elect to implement the options 
specified in Paragraphs 4.3(b)(i) and 4.3(b)(ii) with DEI's prior written 
consent.

     4.4  RSI understands and acknowledges that, as the normal course of 
DEI's business, DEI obtains debt and equity financing for its power 
generations and coal gasification projects on a non-recourse off balance 
sheet basis and accordingly may arrange partnership and/or leveraged lease 
structures involving third parties for its projects, including the Wabash 
River Coal Gasification Repowering Project (the "Wabash Project").  DEI 
intends to seek to obtain debt and equity financing for the Wabash Project.  
Accordingly, DEI and RSI agree to work together in good faith to negotiate, 
revise and/or restructure this Agreement and take such other actions as 
necessary to enable DEI to obtain such financing on reasonable commercial 
terms.

     4.5  Subject to DEI's reasonable operating, safety and secrecy 
requirements, DEI shall permit access of RSI or RSI designees to the PLANT(S) 
to permit the removal of the SYSTEM supplied hereunder.

     4.6  The APPLICATION PROGRAM produced by DEI shall be considered 
derivative software and as such retainable by DEI with the proviso that DEI 
will diligently pursue protecting RSI's interests pursuant to Article 5.


                                    -8-

<PAGE>

ARTICLE 5 - CONFIDENTIALITY

     MOD5 HARDWARE and MOD5 SOFTWARE are unique, valuable properties. DEI 
agrees to maintain and protect RSI's proprietary interests therein and will 
accordingly, subject to DEI's obligations to the U.S. Department of Energy 
pursuant to the Cooperative Agreement dated July 2, 1992 pertaining to the 
Wabash Project, keep all information pertaining thereto in confidence and 
not use the same except as is necessary to the enjoyment and exercise of the 
rights granted by RSI hereunder at the PLANT(S) listed in the attached 
Schedule I.  DEI will take diligent action to fulfill the foregoing 
obligations by instruction and agreement with its employees or agents 
respecting the confidentiality of this information and shall obtain from such 
agents their written commitments to comply with terms of confidentiality.

ARTICLE 6 - SOFTWARE COPIES

     MOD5 SOFTWARE may only be copied, in whole or part, with proper 
inclusion of RSI's copyright notice and any other proprietary notice required
by RSI, as necessary and incidental to the use of such software for archival 
and backup purposes or to replace a worn or defective copy. All such copies 
shall be subject to the terms and conditions of this Agreement and shall be 
kept and used at the designated PLANT(S).  If DEI is unable to operate the 
MOD5 SOFTWARE on originally installed equipment, the MOD5 SOFTWARE may be 
transferred temporarily to another system during the period of equipment 
malfunction.  Should the hardware or equipment system be upgraded and 
replaced by another system acquired from RSI, MOD5 SOFTWARE acquired 
hereunder may be transferred and used on the replacement system.


                                    -9-
<PAGE>


ARTICLE 7 - WARRANTIES AND DISCLAIMERS

     7.1  THE EXPRESSED WARRANTIES HEREIN CONTAINED ARE IN LIEU OF ANY AND 
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF 
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.  RSI warrants that 
MOD5 HARDWARE and MOD5 SOFTWARE as delivered will operate substantially as 
indicated in documentation provided by RSI.  RSI will promptly replace or 
adjust any defective component of MOD5 HARDWARE, or MOD5 SOFTWARE, except for 
HARDWARE CONSUMABLES.  Within a period of two (2) years after delivery of 
MOD5 HARDWARE and MOD5 SOFTWARE components, DEI shall examine and test same 
to determine that each component thereof is in proper working order and 
capable of operating as indicated in said documentation provided by RSI.  DEI 
shall promptly, upon discovery, notify RSI of any alleged deficiency which 
may exist.

     7.2  RSI warrants the MOD5 HARDWARE AND MOD5 SOFTWARE as delivered by 
RSI under this Agreement shall not infringe the copyrights or patent rights 
of a third party existing on their INSTALLATION DATE.  Upon prompt written 
notice from DEI providing all pertinent details of a claim of such asserted 
infringement, RSI undertakes to investigate and at RSI's expense to settle or 
to defend against such a claim, provided DEI grants any necessary authority 
and gives its full support and cooperation, or to obtain the right for DEI to 
continue to use the SYSTEM, or to replace or modify the allegedly infringing 
components of the SYSTEM which RSI has so delivered to avoid any such claim 
that is found to be valid.  Without prejudice to the generality of the 
foregoing, such expense shall extend to reasonable attorneys' fees incurred 
by DEI in respect of such claim.  If an award is rendered against DEI, in any 
litigation that RSI defends hereunder for infringement by the components of 
the SYSTEM which RSI has so delivered, then RSI shall reimburse DEI for 
damages and costs awarded by the judicial authority in respect to those 
components.


                                      -10-

<PAGE>

     7.3  DEI acknowledges that it is responsible for each APPLICATION 
PROGRAM and is not relying on RSI's skill or judgment to select or furnish 
goods suitable for operations of a particular process and that there are no 
warranties which are not contained in this Agreement.  DEI acknowledges that 
it has made the selection of the SYSTEM.  RSI shall not be liable for 
special, incidental or consequential damages arising out of or in connection 
with the performance of the SYSTEM.  RSI shall not be responsible for any 
loss or damage caused by, nor shall any sums due hereunder abate by reason 
of, any interruption in or loss of service or use of the equipment or any 
part thereof arising from any reason not solely attributable to RSI.  Without 
limiting the generality of the foregoing, examples of the foregoing include 
errors in the APPLICATION PROGRAM, normal wear and tear of the SYSTEM, or 
gradual deterioration of the SYSTEM.

     7.4  RSI's total obligation after INSTALLATION DATE under this Article 
shall in no event exceed fifty percent (50%) of the total amount of the fees 
actually received by RSI under this Agreement.

     7.5  DEI may terminate this Agreement by written notice to RSI if RSI 
defaults in the performance of any of its material obligations hereunder.  
For the purpose of this Agreement, a notice by facsimile shall be deemed a 
written notice and shall be effective on receipt.  DEI does not waive any 
other remedies that may be available to it by operation of law or otherwise.

ARTICLE 8 - LIABILITY, INDEMNITY AND RISK OF LOSS

     8.1  DEI assumes all risks and liabilities, whether or not covered by 
insurance, and shall indemnify and hold RSI and its employees harmless for 
any liability, claim, loss, damage or expense for injuries to or deaths of 
persons and for damage to property, howsoever arising from or incident to the 
possession, 


                                      -11-

<PAGE>


use; operation or storage of MOD5 HARDWARE and MOD5 SOFTWARE, and operation 
of the SYSTEM save and except for any matter attributable to the negligence 
or wilful misconduct of RSI.  Said assumption of risks and liabilities by DEI 
shall apply whether such injury or death to persons be to agents or employees 
of DEI or be to third persons and whether such damage be to property of DEI 
or to property of others.

     8.2  DEI shall, except for normal wear and tear, be liable for any and 
all loss or damage to the equipment and software during the period from the 
date that the acquired component is delivered to DEI's premises until the 
date that element is redelivered to RSI, including but not limited to, loss 
or damage caused by fire, lightning, sprinkler leakage, tornado, typhoon and 
wind storms, water damage, earthquake, collapse of building or structures, 
strikes, riots and civil commotion, vandalism and malicious mischief, 
burglary, theft, hostile or warlike actions in time of peace or war, 
insurrections, revolutions, civil war or usurpation of power, or nuclear 
reaction, nuclear radiation or radioactive contamination.  During the term of 
this Agreement and until equipment is redelivered to RSI, DEI shall be liable 
for the prompt repair of equipment at its sole cost and expense.  If 
equipment or software is irreparably damaged, lost, stolen or destroyed, DEI 
agrees to promptly replace or bear the cost of replacing same.

ARTICLE 9 - SYSTEM MAINTENANCE, REPAIRS, INSTALLATION AND MINICOMPUTER

     9.1  Throughout the term of this Agreement after installation of the 
SYSTEM, DEI shall maintain site conditions to provide an acceptable operating 
environment for the SYSTEM as referenced in documentation provided by RSI.  
DEi is responsible for maintenance not provided under the Service Agreement 
attached hereto as Appendix A, and installation of the SYSTEM.  DEI will 
maintain the SYSTEM in a current and up-to-date 



                                      -12-
<PAGE>

condition adapting the same and the APPLICATION PROGRAM to accommodate 
PRODUCT NOTICES and NEW SOFTWARE VERSIONS when recommended by RSI, which will 
be supplied by RSI or by vendors approved by RSI. Such adaptations will 
address (1) improvements in operating reliability, (2) enhancements in 
functionality reasonably solicited by DEI and deemed appropriate for 
implementation by RSI or (3) management of issues related to obsolescence in 
the SYSTEM. RSI will counsel DEI, as required pursuant to the attached 
Service Agreement, to accomplish the foregoing and DEI shall permit RSI or 
RSI's designee access to the SYSTEM for providing any necessary assistance, 
such access to include network access if deemed appropriate. This paragraph is 
fundamental to the basic purposes of this Agreement and may not be severed 
from this Agreement.

     9.2 RSI agrees to supply Maintenance Services, including maintenance and 
adjustment of MOD5 HARDWARE parts and Enhancement Services, solely in 
accordance with the SERVICE AGREEMENT which is incorporated as Appendix A of 
this Agreement. RSI is not responsible for supply of the MINICOMPUTER, but 
DEI shall acquire rights for the services of MINICOMPUTER at DEI's PLANT. 
Unless otherwise agreed in writing, DEI shall, at its expense, obtain and 
keep in full effect throughout the term of this Agreement, a contract from 
the manufacturer of the MINICOMPUTER providing for maintenance service and 
will otherwise maintain the MINICOMPUTER and associated software in good 
working order and make all necessary and recommended adjustments and repairs 
thereto.

     9.3 DEI will at all times cooperate with RSI in allowing the 
manufacturer of the MINICOMPUTER and RSI to control and install all PRODUCT 
NOTICES on equipment as shall be determined necessary or desirable by the 
manufacturer or RSI. Subject to DEI's reasonable operating, safety and 
secrecy requirements, DEI shall grant PLANT access  to the MINICOMPUTER and 
SYSTEM to the manufacturer, RSI and RSI's designee during normal working hours

                                   -13-
<PAGE>

for inspection, repair, maintenance, installation of PRODUCT NOTICES 
and for any other reasonable purpose, said access to include network access if 
deemed appropriate. DEI shall immediately notify RSI of all details 
concerning any malfunction arising out of the alleged or apparent improper 
manufacture, functioning or operation of the SYSTEM components supplied by 
RSI.

ARTICLE 10 - EXPIRATION AND RENEWAL

     Upon expiration of the term of this Agreement as specified in Article 2 
hereof, this Agreement shall thereafter continue in effect from year to year 
unless this Agreement is terminated by either RSI or DEI upon the terms and 
conditions set forth below.

     10.1 DEI may terminate this Agreement upon one (1) year's prior written 
notice to RSI and upon such termination DEI shall have the following options:

          (a) to obtain and install at its own expense, an alternative 
computer driven process control system from a third party; or

          (b) to retain existing SYSTEM on the condition that DEI procures 
for its own account a competent technical advisor for continued support of 
the existing SYSTEM in which event proprietary MOD5 SOFTWARE will be made 
available to such advisor, provided such advisor agrees to preserve 
confidentiality and limit use of any RSI proprietary information for DEI's 
benefit.

     10.2 RSI may terminate this Agreement upon two (2) years' prior written 
notice to DEI and upon such termination shall allow DEI to either:


                                 -14-
<PAGE>

          (a) obtain and install an alternative computer-driven process under 
the conditions specified in Paragraph 10.1(a) above; or

          (b) retain existing SYSTEM under the conditions specified in 
Paragraph 10.1(b) above.

     10.3 In the event termination of this Agreement by either party under 
the provisions of this Article 10 causes a party unreasonable and unforeseen 
hardship, the parties shall negotiate in good faith to modify the terms for 
expiration and/or renewal to equitably readjust the burdens of such event.

ARTICLE 11 - NOTICES

     DEI and RSI agree that notices required hereunder shall be deemed 
received the seventh day after mailing, if mailed air postage prepaid to RSI 
or DEI as the case may be at their respective address given below.

If to RSI, to:  Rofan Services Inc.
                2030 Dow Center
                Midland, MI 48674

                Attention: M. N. Trask, Vice President

If to DEI, to:  Destec Energy, Inc.
                2500 Citywest Boulevard, Suite 150
                Houston, TX 77042

                Attention:  R. M. Webb,
                            Senior Vice President
                Copy to:    E. J. Troxclair, Plant
                            Manager, Wabash Project

Either party may change such address for notice by sending to the other party 
a written notice.

                                     -15-

<PAGE>

ARTICLE 12 - SEVERABILITY

     Any provision hereof prohibited by, or unlawful or unenforceable under, 
any applicable law of any jurisdiction shall be ineffective as to such 
jurisdiction without invalidating the remaining provisions of this Agreement. 
In the event a material provision is affected, the parties shall reformulate 
their mutual undertakings in such manner as to preserve, as much as possible, 
their original intentions and objects of this Agreement, consistent with the 
laws of such jurisdiction.

ARTICLE 13 - ALTERATIONS

     Except for DEI's preparation and modification of APPLICATION PROGRAM, no 
alterations to MOD5 SOFTWARE source code or to MOD5 HARDWARE shall be made 
without first obtaining in each instance the prior written approval of RSI 
which approval shall be expeditiously considered and not be unreasonably 
withheld. If after such written approval has been obtained, the alterations 
or attachments interfere with the normal or satisfactory maintenance, 
operation or insurability of the MOD5 HARDWARE, or MOD5 SOFTWARE or any part 
thereof in such manner as to increase the cost of maintenance or insurance 
thereof or to create a safety hazard, DEI will upon notice from RSI to that 
effect promptly remove the alterations or attachments and restore such MOD5 
SOFTWARE source code or MOD5 HARDWARE to its normal condition.

ARTICLE 14 - CONFLICTS AND ASSIGNABILITY

     This Agreement does not operate as an acceptance of any conflicting 
terms or conditions and shall prevail over any conflicting provision of any 
subsequent purchase order or other instrument of DEI, it being understood 
that any purchase order or the request of DEI acted upon by RSI shall be for 
the


                                    -16-
<PAGE>

convenience of DEI only but shall not operate to amend or modify in any 
respect the terms hereof. This Agreement may only be altered, modified, 
supplemented or deviated from by further agreement in writing executed by an 
authorized representative of each RSI and DEI. DEI and RSI each acknowledge 
that by executing this Agreement they each have reviewed the attachments
listed above and agree to be legally bound and dutifully perform their 
respective obligations thereunder. This Agreement may not be assigned by 
either party without the other party's prior written approval except to a 
parent, affiliate or sister company of RSI or DEI.

ARTICLE 15 - APPLICABLE LAW

     The law of the State of Indiana shall be applied in the construction and 
interpretation of this Agreement. No law of conflicts or choice of law shall 
supersede this provision except as provided in Article 5.

ARTICLE 16 - DEPARTMENT OF ENERGY (DOE) REQUIREMENTS

     RSI agrees to comply with the provisions of Appendix B entitled 
"Intellectual Property Provisions for Subcontracts Required Under Cooperative 
Agreement No. DE-FC21-92MC29310" and 

                                -17-

<PAGE>

Appendix C entitled "Certain Contract Clauses Required by Cooperative 
Agreement No. DE-FC21-92MC29310" attached hereto.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be 
executed on their behalf by their duly authorized representatives.


ROFAN SERVICES INC.                    DESTEC ENERGY, INC.


By: /s/ M. N. Trask                    By: /s/ R. M. Webb
   ---------------------------           ---------------------------
Name: M. N. Trask                      Name: R. M. Webb
     -------------------------              ------------------------
Title: Vice President                  Title: Senior Vice President
      ------------------------               -----------------------
Date: July 31/93                       Date: 8/2/93
      ------------------------              ------------------------






                                  -18-
<PAGE>

                                    APPENDIX A

                                SERVICE AGREEMENT

                      MOD5 PROCESS CONTROL SYSTEM TRAINING,
                          MAINTENANCE AND ENHANCEMENT

1. SERVICES

   To facilitate efficient use of SYSTEMS, RSI agrees to provide and DEI 
agrees to acquire SYSTEM Training, Maintenance, and Enhancement Services as 
provided hereunder. RSI and DEI further agree to cooperate in discussing NEW 
SOFTWARE VERSIONS and in reviewing and modifying the APPLICATION PROGRAM, and 
installing derived COMPILED DOWTRAN in a timely manner consistent with the 
secure and efficient operations of DEI's PLANT to accommodate any provided NEW 
SOFTWARE VERSIONS. DEI has responsibility to acquire, through separate 
arrangements with RSI or another party, training and/or services necessary to 
apply DOWTRAN to the CONTROL SCHEMA to produce an APPLICATION PROGRAM.

   (i) Training Services shall consist of training in methods which RSI 
       deems appropriate for implementing the SYSTEM in a PLANT by DEI. 
       This shall include, but is not limited to, training in producing 
       the APPLICATION PROGRAM and COMPILED DOWTRAN, SYSTEM operation, 
       HARDWARE MAINTENANCE, SYSTEM repair, use of DOWTRAN, application of 
       MOD5 OVERHEADS, and use of DOWTRAN SUPPORT TOOLS. Such training 
       shall further include education in the use of the INTERFACE 
       PROCESSOR, MOD5 COMPILER, MOD5 COMPUTER, and GPI to provide process 
       information and process information management capabilities. During 
       such training period, RSI will assist DEI's technical employees in 
       writing a manual containing the necessary programming, operating, 
       and maintenance procedures for the SYSTEM and the use of GPI on the 
       MINICOMPUTER.

                                      -19-
<PAGE>

(ii)   Maintenance Services for MOD5 HARDWARE and MOD5 SOFTWARE include 
       the notification of and assistance for implementation, where 
       necessary, of PRODUCT NOTICES for MOD5 HARDWARE and MOD5 SOFTWARE, 
       on-request preventive maintenance based on the specific needs of 
       MOD5 HARDWARE, and remedial maintenance advice for MOD5 HARDWARE, 
       MOD5 SOFTWARE, firmware, and other HARDWARE MAINTENANCE conducted 
       by DEI. RSI shall render service promptly. Subassemblies and 
       printed circuit boards will be furnished to DEI on exchange basis 
       for defective units. Acquisition and installation of HARDWARE 
       CONSUMABLES shall be the responsibility of DEI.

(iii)  Enhancement Services shall include the delivery and assistance in 
       the installation of NEW SOFTWARE VERSIONS.

(iv)   DEI shall be responsible for the appointment of a computer systems 
       professional or process control professional fluent in the English 
       language having a level of technical qualifications and experience 
       acceptable to RSI, whose acceptance will not be unreasonably 
       withheld, as manager for the SYSTEM. The SYSTEM manager shall 
       enter into a secrecy agreement with RSI to protect RSI's technology 
       and shall cooperate with RSI in enabling outside access to the 
       SYSTEM when appropriate.
       
2. SERVICE LIMITATIONS

   Services are contingent upon the proper use of the SYSTEM in accordance 
with SYSTEM training provided under Article 1 above. Services do not include 
any of the following: electrical work external to the SYSTEM, INTERFACE 
PROCESSOR, or MINICOMPUTER; replacing or providing HARDWARE CONSUMABLES; 
refinishing SYSTEM; or maintenance of accessories, attachments,

                                     -20-

<PAGE>

machines, or other devices not provided by RSI. Service shall not 
include practices which in RSI's judgment are unsafe or impractical 
for RSI to render because of alterations to the SYSTEM or 
connection of the PLANT by mechanical or electrical means to 
machine devices furnished by a supplier other than RSI. Service 
will not be performed on a SYSTEM located in an unsafe or hazardous 
environment, as determined by RSI. Service to be provided does not 
include service necessitated by elements external to the SYSTEM 
which are not within RSI's operation or maintenance instructions or 
installation site preparation guidelines including, but not 
limited to, humidity, temperature, power failure, surges, air 
conditioning, grounding, static charge control, service resulting 
from accident, neglect, alterations, improper use or misuse of the 
SYSTEM or by repairs attempted by DEI's personnel or service to a 
version other than the installed version of MOD5 SOFTWARE and MOD5 
HARDWARE.

3. SERVICE CHARGES

   (i) For Training Services, Maintenance Services and Enhancement 
Services described in Paragraphs 1(i), (ii) and (iii) respectively 
performed at DEI's PLANT, DEI shall pay RSI a service charge in the 
amount of RSI's standard charge for such services, plus reasonable 
travel and living expenses. This fee is presently $125.00 per hour. 
This charge is waived during the first ninety (90) calendar days 
after the INSTALLATION DATE.

   (ii) For home based maintenance and support services described 
in paragraphs 1(ii) and (iii) above conducted at the home locations 
of RSI and its suppliers, DEI shall pay RSI a quarterly fee 
determined by multiplying the total number of MOD CANS it has in 
its SYSTEMS (Schedule 1) by a standard service fee. This standard 
service fee shall be subject to RSI's reasonable annual adjustment 
to spread RSI's annual support costs on a pro rata basis on written 
notice.

                                     -21-
<PAGE>

   (iii) For all other services, as may be provided under Article 
1. SERVICES above, including training of DEI's employees conducted 
in RSI designee facilities away from DEI's PLANT, DEI shall pay 
RSI's reasonable costs in providing such services and shall 
moreover be responsible for the travel and living expenses of DEI's 
employees involved in such training when away from their regular 
place of employment.

   (iv) Service charges accruing under Paragraph 3(ii) above will 
be invoiced on a calendar quarterly basis and shall be payable 
within thirty (30) days of receipt of an invoice therefor. All 
other service charges will be invoiced as incurred.


                                     -22-

<PAGE>

                                    APPENDIX B





                         INTELLECTUAL PROPERTY PROVISIONS
 
                                       FOR

                                   SUBCONTRACTS

                           REQUIRED UNDER COOPERATIVE

                         AGREEMENT NO. DE-FC21-92MC29310





<PAGE>

            INTELLECTUAL PROPERTY PROVISIONS FOR SUBCONTRACTS

                                                                   PAGE
                                                                   ----

1.  NOTICE AND ASSIGNMENT REGARDING PATENT AND COPYRIGHT 
    INFRINGEMENT ................................................   1

2.  INTELLECTUAL PROPERTY INDEMNITY .............................   1

3.  ADDITIONAL TECHNICAL DATA REQUIREMENTS ......................   2

4.  RIGHTS IN TECHNICAL DATA ....................................   2

Note:

In these clauses, the term "Joint Venture" means Participant as defined at 
clause 4(a)(9); and, the term "Cooperative Agreement" means Cooperative 
Agreement No. DE-FC21-92MC29310 between Wabash River Coal Gasification 
Repowering Project joint Venture and the Department of Energy as defined at 
clause 4(a)(6).



                                       i

<PAGE>

1.  NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT

    (a) The Subcontractor shall report to both the Joint Venture and to the 
        Contracting Officer for the Cooperative Agreement, promptly and in 
        reasonable written detail, each notice or claim of patent or 
        copyright infringement based on the performance of this Subcontract 
        of which the Subcontractor has knowledge.

    (b) In the event of any claim or suit against either the Joint Venture or 
        the Government on account of any alleged patent or copyright 
        infringement arising out of the performance of this Subcontract or 
        out of the use of any supplies furnished or work or services 
        performed hereunder, the Subcontractor shall furnish when requested 
        by the Joint Venture or the Contracting Officer for the Cooperative 
        Agreement all evidence and information in the possession of the 
        Subcontractor pertaining to such suit or claim. Such evidence and 
        information furnished to the Government shall be furnished at the 
        expense of the Government except where the Subcontractor has agreed 
        to indemnify the Government.

2. INTELLECTUAL PROPERTY INDEMNITY

   (a)  The Subcontractor shall indemnify both the Joint Venture and the 
        Government and their officers, agents, and employees against 
        liability, including costs, for infringement of U.S. Letters Patent 
        (except U.S. Letters Patent issued upon an application which is now 
        or may hereafter be kept secret or otherwise withheld from issue by 
        order of the Government) resulting from Subcontractor's (a) 
        furnishing or supplying standard parts or components which have been 
        sold or offered for sale to the public on the commercial open market; 
        (b) utilizing its normal practices or methods which normally are or 
        have been used in providing goods and services in the commercial open 
        market in the performance of the Subcontract; or (c) utilizing any 
        parts, components, practices, or methods to the extent to which the 
        Subcontractor has secured indemnification from liability. The 
        foregoing indemnity shall not apply unless the Subcontractor shall 
        have been informed as soon as practicable by the Joint Venture or the 
        Government of the suit or action alleging such infringement and shall 
        have been given such opportunity as is afforded by applicable laws, 
        rules, or regulations to participate in the defense thereof; and 
        further, such indemnity shall not apply to a claimed infringement 
        which is settled without the consent of the Subcontractor unless 
        required by final decree of a court of competent jurisdiction or
<PAGE>

         to an infringement resulting from addition to or change in such 
         supplies or components furnished or construction work performed for 
         which addition or change was made subsequent to delivery or 
         performance by the Subcontractor.

    (b)  The Subcontractor shall indemnify and save and hold harmless the 
         Joint Venture and the Government, including their officers, agents, 
         and employees acting within the scope of their official duties 
         against any liability, including costs and expenses for violation 
         by the Subcontractor of proprietary rights or copyrights arising 
         out of delivery or use of any data furnished or utilized by the 
         Subcontractor in the course of or under this Subcontract.

3.  ADDITIONAL TECHNICAL DATA REQUIREMENTS

    (a)  In addition to the Technical Data specified elsewhere in this 
         Subcontract to be delivered, the Contracting Officer may, at any 
         time during the Cooperative Agreement performance or within 1 year 
         after completion of Phase III, call for the Subcontractor to 
         deliver any Technical Data first produced or specifically used in 
         the performance of this Subcontract, except technical data 
         pertaining to items of standard commercial design.
         
    (b)  The provisions of the Rights in Technical Data clause included in 
         this Subcontract are applicable to all Technical Data called for 
         under this Additional Technical Data Requirements clause. 
         Accordingly, nothing contained in this clause shall require the 
         Subcontractor to actually deliver any Technical Data, the delivery 
         of which is excused by Paragraph (e) of the Rights in Technical 
         Data clause.

    (c)  When Technical Data are to be delivered under this clause, the 
         Subcontractor will be compensated for appropriate costs for 
         converting such data into the prescribed form for reproduction, and 
         for delivery.
         
4.  RIGHTS IN TECHNICAL DATA (Long Form)

    (a) Definitions.

        (1) "Technical Data" means recorded information, regardless of form or 
            characteristic, of a scientific or technical nature. It may, for 
            example, document research, experimental, developmental, or 
            demonstration, or engineering work, or be usable or used to define 
            a design or process, or to procure, produce, support, maintain,

                                       2
<PAGE>

            or operate material. The data may be graphic or pictorial 
            delineations in media such as drawings or photographs, text in 
            specifications or related performance or design type documents or 
            computer software (including computer programs, computer software 
            data bases, and computer software documentation).

            Examples of Technical Data include research and engineering 
            data, engineering drawings and associated lists, 
            specifications, standards, process sheets, manuals, technical 
            reports, catalog item identification, and related information. 
            Technical Data as used herein do not include financial reports, 
            cost analyses, and other information incidental to Subcontract 
            administration.
            
        (2) "Proprietary Data" means Technical Data which embody trade 
            secrets developed at private expense, such as design procedures 
            or techniques, chemical composition of materials, or 
            manufacturing methods, processes, or treatments, including 
            minor modifications thereof, provided that such data:

              (i) Are not generally known or available from other sources 
                  without obligation concerning their confidentiality;

             (ii) Have not been made available by the owner to others 
                  without obligation concerning their confidentiality; and

            (iii) Are not already available to the Government without 
                  obligation concerning their confidentiality.

                  Appendix 2 to this Exhibit is Participant's assertion 
                  of Proprietary Data categories.

        (3) "Contract Data" means Technical Data first produced in the 
            performance of this Subcontract, Technical Data which are specified 
            to be delivered under this Subcontract, Technical Data that may be 
            called for under the Additional Technical Data Requirements clause 
            of this Cooperative Agreement, if any, or Technical Data actually 
            delivered in connection with this Subcontract.

        (4) "Unlimited Rights" means rights to use, duplicate, or disclose 
            Technical Data, in whole or in part, in any manner and for any 
            propose whatsoever, and to
            
                                                  3
<PAGE>


            permit others to do so.

        (5) "Government" means the Government of the United States of 
            America.

        (6) "Cooperative Agreement" means Cooperative Agreement No. 
            DE-FC21-92MC29310 between Wabah River Coal Gasification Repowering 
            Project Joint Venture and the Department of Energy.
            
        (7) "Know-how" means unpatented technical information, assistance, 
            training or expertise including drawings, designs, specifications, 
            blueprints, or manuals owned or controlled by the Subcontractor.

        (8) "Facility" means the coal gasification combined cycle repowering 
            facility located at PSI Energy, Inc.'s Wabash River Generating 
            Station at West Terre Haute, Indiana, that is to be designed, 
            constructed, and operated as part of the Cooperative Agreement.

        (9) "Participant" means the Wabash River Coal Gasification Repowering 
            Project Joint Venture and its successors and assigns. The Wabash 
            River Coal Gasification Repowering Project Joint Venture is a joint 
            venture consisting of Destec Energy, Inc., and PSI Energy, Inc., 
            formed by Joint Venture Agreement dated April 30, 1991. This Joint 
            Venture Agreement has been amended and superseded by the Amended 
            Restated Joint Venture Agreement dated May 6, 1992.

       (10) "Protected Clean Coal Technology Data" means Technical Data or 
            commercial or financial data first produced in the performance of 
            this Subcontract which, if it had been obtained from and first 
            produced by a Non-Federal party, would be a trade secret or 
            commercial or financial information that is privileged or 
            confidential under the meaning of 5 U.S.C. 552(b)(4), and which is 
            marked as being Protected Clean Coal Technology Data by a Party to 
            this Subcontract.

            Appendix 3 to this Exhibit classifies Protected Clean Coal 
            Technology Data.

       (11) "CGCC Technology" means all the patented and/or unpatented Technical
            Data and know-how required to design, procure, construct, and 
            operate a coal gasification combined-cycle system, consisting of 
            the combination of the following basic elements and

                                      4

<PAGE>

               process:  an oxygen-blown, two-stage entrained flow gasifier,
               capable of utilizing high sulfur bituminous coal to produce
               synthetic fuel gas, a gas mixture composed substantially of
               hydrogen and carbon monoxide; a gas conditioning system for
               removing sulfur compounds and particulates; systems or mechanical
               devices for improved coal feed; a combined-cycle power generation
               system, wherein the conditioned synthetic fuel gas is combusted
               in a combustion turbine generator to make electrical power and
               wherein steam, produced from cooling synthetic fuel gas from a
               heat recovery steam generator in the combustion turbine exhaust,
               is used to feed a steam turbine generator to generate a second
               source of electrical power; and the control system and algorithms
               necessary to integrate and control the overall system as required
               by the operator, as demonstrated under the Cooperative Agreement
               including any improvements or modifications embodied during
               commercialization by/or through the Participant which are
               incorporated in the system.

     (b)  Allocation of Rights.

          (1)  The Government shall have:

               (i)    Unlimited Rights in Contract Data except as otherwise
                      provided below with respect to Proprietary Data or
                      Protected Clean Coal Technology Data.  Contract Data
                      identified in Appendix 4 this Exhibit shall be made
                      available to the Government with Unlimited Rights;

               (ii)   The right to remove, cancel, correct, or ignore any
                      marking not authorized by the terms of this Subcontract on
                      any Technical Data furnished hereunder, if in response to
                      a written inquiry by DOE concerning the propriety of the
                      markings, the Participant with the assistance of the
                      Subcontractor fails to respond thereto within 60 days or
                      fails to substantiate the propriety of the markings.  DOE
                      will notify the Participant of the action taken;

               (iii)  No rights under this Subcontract in any Technical Data
                      which are not Contract Data.

                                        5

<PAGE>

          (2)  The Participant and Subcontractor shall have:

               (i)    The right to withhold Proprietary Data in accordance with
                      the provisions of this clause; and

               (ii)   The right to use for their private purposes, subject to
                      patent, security, or other provisions of this Subcontract,
                      Contract Data first produced in the performance of this
                      Subcontract, provided the data requirements of this
                      Subcontract have been met as of the date of the private
                      use of such date.  The Subcontractor agrees that to the
                      extent it receives or is given access to Proprietary Data
                      or other technical, business, or financial data in the
                      form of recorded information from DOE or a DOE Contractor,
                      including that of Participant, or Subcontractor, the
                      Subcontractor shall treat such data in accordance with any
                      restrictive legend contained thereon unless use is
                      specifically authorized by prior written approval of the
                      Contacting Officer; and

               (iii)  The right to mark, with DOE's concurrence, as Protected
                      Clean Coal Technology Data, any data first produced in the
                      performance of this Subcontract by its employees, in
                      accordance with paragraph (h) of this clause.

          (3)  Nothing contained in this Rights in Technical Data clause shall
               imply a license to the Government under any patent or be
               construed as affecting the scope of any licenses or other rights
               otherwise granted to the Government under any Patent.

     (c)  Copyrighted material.

          (1)  The Subcontractor shall not, without prior written authorization
               of the Patent Counsel, establish a claim to statutory copyright
               in any Contract Data first produced in the performance of this
               Subcontract.  To the extent such authorization is granted, the
               Government reserves for itself and others acting on its behalf a
               royalty-free, nonexclusive, irrevocable, worldwide license for
               Governmental purposes to publish, distribute, translate,
               duplicate, exhibit, and perform any such data copyrighted by the
               Subcontractor.  To the extent such authorization is granted, the

                                        6

<PAGE>

               Participant is granted a royalty-free, nonexclusive, irrevocable,
               worldwide, transferable license to incorporate and utilize any
               such data copyrighted by the subcontractor in the CGCC
               Technology.

          (2)  The Subcontractor agrees not to include in the Technical Data
               delivered under this Subcontract any material copyrighted by the
               Subcontractor and not to knowingly include any material
               copyrighted by others, without first granting or obtaining at no
               cost a license therein for the benefit of the Government and the
               Participant of the same scope as set forth in Paragraph (c)(1)
               above.  If such royalty-free licenses are unavailable and the
               Subcontractor nevertheless determines that such copyrighted
               material must be included in the Technical Data to be delivered,
               rather than merely incorporated therein by reference, the
               Subcontractor shall obtain the written authorization of the
               Contracting Officer to include such copyrighted material in the
               Technical Data prior to its delivery.

          (3)  The Subcontractor agrees that upon written application by the DOE
               it will grant to the extent practicable a non-exclusive license
               to responsible third parties in any copyrighted work that is
               utilized, tested or embodied by the Subcontractor in the
               performance of work under this Subcontract to practice the CGCC
               Technology system which is the subject of the Cooperative
               Agreement on terms and conditions which are reasonable under the
               circumstances.

     (d)  Lower Tier Subcontracting.  It is the responsibility of the
          Subcontractor to obtain from the contractors and lower tier
          subcontractors Technical Data and rights therein, on behalf of the
          Government and the Participant, necessary to fulfill the
          Subcontractor's obligations to the Government and the Participant with
          respect to such data.  In the event of refusal by a lower tier
          subcontractor to accept a clause affording the Government and the
          Participant such rights, the Subcontractor shall:

          (1)  Promptly submit written notice to the Participant and the
               Contracting Officer of the Cooperative Agreement setting forth
               reasons for the lower tier subcontractor refusal and other
               pertinent information which may expedite disposition of the
               matter; and

                                        7

<PAGE>

          (2)  Not proceed with the Subcontract without written authorization of
               the Contracting Officer.

          (3)  As used in this Rights in Technical Data clause, the term
               Contractor or Subcontractor includes any person or entity
               responsible for fulfilling the Participant's obligations to the
               Government with respect to technical data.

     (e)  Withholding of Proprietary Data.  Notwithstanding the inclusion of the
          additional Technical Data Requirements Clause in this Subcontract or
          any provision of this Subcontract specifying the delivery of Technical
          Data, the Subcontractor may withhold Proprietary Data from delivery,
          provided that the Subcontractor furnishes in lieu of any such
          Proprietary Data so withheld Technical Data disclosing the source,
          size, configuration, mating and attachment characteristics, functional
          characteristics, and performance requirements ("Form, Fit, and
          Function" data, e.g., specification control drawings, catalog sheets,
          envelope drawings, etc.), or a general description of such Proprietary
          Data where "Form, Fit, and Function" data are not applicable.  The
          Government shall acquire no rights to any Proprietary Data so withheld
          except that such data shall be subject to the "Inspection rights"
          provisions of paragraph (f), the "Limited rights in Proprietary Data"
          provisions of Paragraph (g), the "Availability of contact and other
          data" provisions of paragraph (h), the "Commercialization of CGCC
          Technology" provisions of Paragraph (i).

     (f)  Inspection rights.  Except as may be otherwise specified in this
          Subcontract for specific items of Proprietary Data, which are not
          subject to this paragraph, the Contracting Officer's representatives,
          at all reasonable times up to 3 years after final payment under the
          Cooperative Agreement, may inspect at the Subcontractor's facility any
          Proprietary Data withheld under Paragraph (e) for the purpose of
          verifying that such data properly fell within the withholding
          provisions of Paragraph (e) or for evaluating work performance.

     (g)  Limited rights in Proprietary Data.  Except as may be otherwise
          specified in this Subcontract as Technical Data which are not subject
          to this paragraph, the Subcontractor shall, upon written request from
          the Contracting Officer at any time prior to 3 years after final
          payment under this Cooperative Agreement, promptly deliver to the
          Government any "Proprietary Data" withheld pursuant to paragraph (e)
          of the Rights in Technical Data clause of this Subcontract.  The
          following legend and no other is authorized to be affixed on any
          "Proprietary

                                        8

<PAGE>

          Data" delivered pursuant to this provision, provided the "Proprietary
          Data" meets the conditions for initial withholding under Paragraph (e)
          of the Rights in Technical Data clause.  The Government will
          thereafter treat the "Proprietary Data" in accordance with such
          legend.

                              LIMITED RIGHTS LEGEND

               This "Proprietary Data" furnished under Cooperative Agreement 
               DE-FC21-92MC29310 with the United States Department of Energy
               (Project) may be duplicated and used by the Government with the
               express limitations that the "Proprietary Data" may not be
               disclosed outside the Government or be used for purposes of
               manufacture without prior permission of the Participant, except
               that further disclosure or use may be made solely for the
               following purposes:

               (1)    This "Proprietary Data" may be disclosed for evaluation
                      purposes under the restriction that the "Proprietary Data"
                      be retained in confidence and not be further disclosed.

               (2)    This "Proprietary Data" may be disclosed to DOE
                      contractors or DOE consultants who are supporting DOE in
                      the Government's Clean Coal Technology program of which
                      this Cooperative Agreement is a part, for information or
                      use in performing work or monitoring progress under the
                      Project, and under the restriction that the "Proprietary
                      Data" be retained in confidence and not be further
                      disclosed; or

               (3)    This "Proprietary Data" may be used by the DOE or others
                      on its behalf for emergency repair and overhaul work at
                      the Facility under the restriction that the "Proprietary
                      Data" be retained in confidence and not be further
                      disclosed.

                      Non DOE personnel shall be required to sign and submit to
                      the Participant and Subcontractor a Non-Disclosure
                      Agreement (Appendix 1 of Attachment B) if Proprietary Data
                      must be disclosed to them.

               This legend shall be marked on any reproduction of this data in
               whole or in part.

               (Note:  Copy of "Appendix 1 of Attachment B" is attached as
               Appendix 1 to this Exhibit.)

                                        9

<PAGE>

          (h)  Availability of contract or other data.

               (1)    The Subcontractor will, for the entire period of
                      Subcontractor's participation in the project at the
                      Facility (including operation of the Facility) throughout
                      the term of this Cooperative Agreement and for three years
                      thereafter, whether or not under a Government Cooperative
                      Agreement, keep and maintain all Technical Data, including
                      Proprietary Data and data obtained from subcontractors and
                      licensors, necessary to construct and/or operate the
                      Facility, and all data including business and financial
                      data necessary to evaluate the technical and economical
                      operation of the Facility.  Subcontractor shall provide to
                      Participant such data as necessary to permit the
                      Government and its representative the right to inspect at
                      the Facility any data kept and maintained pursuant to this
                      paragraph.

               (2)    If the Subcontractor withdraws from this Subcontract or
                      defaults, the Government shall have the right to have all
                      data kept and maintained pursuant to Paragraph (1) above,
                      delivered to the Participant and the Government or
                      otherwise disposed of as the Contracting Officer shall
                      direct upon such termination.  Any Proprietary Data
                      delivered pursuant to this paragraph shall be marked as
                      provided in Paragraph (g) above with the addition to the
                      legend thereof as follows: (4) This "Proprietary Data" may
                      be used by the Government or others, including the
                      Participant, on its behalf in confidence to the extent
                      necessary to enable completion of Phases II and/or III
                      under the Cooperative Agreement.

               (3)    The Subcontractor agrees to and does hereby grant to the
                      Government, including the Participant, or others acting on
                      its behalf, an irrevocable non-exclusive paid-up license
                      in and to any Proprietary Data of the Subcontractor which
                      are incorporated or embodied in the design or construction
                      or utilized in the operation of the Facility: (1) to
                      practice, or to have practiced, by or for the Government
                      at the Facility, and (2) to transfer such license with the
                      transfer of that Facility.  Further, the Subcontractor
                      agrees to obtain an equivalent license from its
                      contractors, subcontractors, and licensors, if any.  The
                      license granted pursuant to this subparagraph shall be for
                      the limited purpose of completion, repair or operation of
                      the demonstration facility.

                                       10

<PAGE>

          (i)  Commercialization of CGCC Technology.

               (1)    The Subcontractor agrees to obtain sufficient rights to
                      meet Participant's commitments to commercialize and/or
                      license CGCC Technology as set forth in the Cooperative
                      Agreement.

          (j)  The Subcontractor acknowledges that full and comprehensive
               compliance of its reporting requirements under this Subcontract
               may include disclosure of Proprietary Data to the Government for
               exercise of the Government's rights in accordance with this
               rights in Technical Data Clause.  Recognizing that the Government
               intends to publish information about the project which is the
               subject of the Cooperative Agreement while preserving the
               Proprietary Data of the Participant and the Subcontractor, the
               Participant and Subcontractor agree to submit all deliverables as
               stand-alone documents which do not contain Proprietary Data.  Any
               Proprietary Data needed for fullness of reporting shall be
               included in a proprietary appendix containing data in which
               either the Participant or the Subcontractor assert a proprietary
               claim.

          (k)  Protected Clean Coal Technology Data.

               (1)    Notwithstanding any other provisions of this Rights in
                      Technical Data clause, the Participant or the
                      Subcontractor may, with concurrence of DOE, (i) claim and
                      mark as Protected Clean Coal Technology Data any data
                      first produced in the performance of this Subcontractor by
                      their employees, and (ii) so claim and mark, following
                      mutual agreement of the other party, any data first
                      produced in the performance of this Subcontract by the
                      other party's employees.

               (2)    Any such claimed Protected Clean Coal Technology Data will
                      be clearly marked as "Protected Clean Coal Technology
                      Data", will be treated as such, and, except as otherwise
                      provided herein, will not be published, disseminated or
                      disclosed to others outside the Government by the
                      Government for a period, as approved by DOE, of up to 5
                      years after completion of the operations phase of the
                      Cooperative Agreement without the prior written
                      authorization of the Participant.  The marking shall
                      include the following legend and such other restrictions
                      or limitations on use or disclosure as may be applicable
                      or appropriate.

                                       11

<PAGE>

                                  PROTECTED CLEAN COAL TECHNOLOGY DATA

                      This Protected Clean Coal Technology Data was produced
                      under a Cooperative Agreement identified as DE-FC21-
                      92MC29310 under a DOE Clean Coal Technology Project and
                      may not be published, disseminated or disclosed to others
                      by the Government until 5 years after completion of the
                      operations phase of the above Cooperative Agreement,
                      unless express written authorization is obtained from the
                      Participant. Upon expiration of the period of protection
                      set forth in this legend, the Government shall be marked
                      on any reproduction of this data, in whole or in part.

               (3)    Any such marked Protected Clean Coal Technology Data may
                      be used by the DOE or others on its behalf for emergency
                      repair and overhaul work at the Facility, subject to the
                      restrictions on disclosure, publication, and dissemination
                      in the Legend.

               (4)    Any such marked Protected Clean Coal Technology data
                      shall, upon the request of DOE, be made available to DOE
                      contractors or DOE consultants who are supporting DOE in
                      the Government's Clean Coal Technology program of which
                      this Cooperative Agreement is a part, subject to the
                      restrictions on disclosure, publication, and dissemination
                      in the Legend, for use in performing work or monitoring
                      progress under the Project.

               (5)    With respect to use of Protected Clean Coal Technology
                      Data by non DOE personnel as provided for in paragraphs
                      (3) and (4) above, non DOE personnel shall be required to
                      sign and submit to the Participant a Non-Disclosure
                      Agreement (Appendix 1) if such data must be disclosed to
                      them.

               (6)    The Participant shall have the right to license such
                      Protected Clean Coal Technology Data or include such
                      Protected Clean Coal Technology Data in a license with
                      other technology developed under this Clean Coal
                      Technology Project and, in accordance with paragraph (j)
                      of the Cooperative Agreement, agrees to license such
                      Protected Clean Coal Technology Data to responsible third
                      parties.  Such licenses shall include terms and conditions
                      that are reasonable under the circumstances, including
                      obligations of confidentiality.

                                       12

<PAGE>

               (7)    The obligations of confidentiality and restrictions on
                      publication and dissemination shall end for any Protected
                      Clean Coal Technology Data:

                      (i)     At the end of the protected period, as indicated
                              in the Legend, i.e. 5 years after completion of
                              the operations phase of the Cooperative Agreement;

                      (ii)    If the data becomes publicly known or available
                              from other sources without a breach of the
                              obligations of confidentiality with respect to the
                              Protected Clean Coal Technology Data;

                      (iii)   If the same data is independently developed by
                              someone who did not have access to the Protected
                              Clean Coal Technology Data and such independently
                              developed data is made available without
                              obligations of confidentiality;

                      (iv)    Five years, as agreed to by DOE, after a
                              determination not to enter into the operations
                              phase of the Cooperative Agreement, or after the
                              operations phase is terminated prior to
                              completion; or

                      (v)     If the Participant disseminates or authorizes
                              another to disseminate such data without
                              obligations of confidentiality.

                                       13

<PAGE>

                                   APPENDIX 1

                            NON-DISCLOSURE AGREEMENT


I,______________________, as an employee of ______________________________,
operating under the terms and conditions of a contract or subcontract with the
United States Department of Energy (DOE), understand that during the course of
performing duties under such contract or subcontract, I may be furnished or
provided access to Proprietary data and/or Protected Clean Coal Technology Data
and/or information that is the property of _____________________and is submitted
for review or evaluation in the course of or under Cooperative Agreement
No._______________ between the ______________________ and DOE, and that such
data and/or information shall be used only as directed.

I certify that I will not disclose such Proprietary data and/or Protected Clean
Coal Technology Data and/or information to any non-DOE employees except those
who have executed same or similar Non-Disclosure Agreement nor to any DOE
employees without a need to know.

I certify that I will not disclose any Proprietary data and/or Protected Clean
Coal Technology Data and/or information except as provided herein, and that I
will take adequate precaution to protect any such data and/or information
relating to such technology which may come into my custody or control which is
marked with the Limited Rights Legend specified in paragraph 9(g) of the Rights
in Technical Data clause of the said Cooperative Agreement and with individual
pages marked with the legend, "Proprietary Data" and/or "Protected Clean Coal
Technology Data."

As used herein, Proprietary data and/or Protected Clean Coal Technology Data
and/or information means technical data to which I may be given access by
_________________, which may embody trade secrets developed at private expense,
such as design procedures or techniques, chemical composition of materials, or
manufactured methods, processes, or treatments including modifications thereof,
provided that such data:

(1)  are not or have not been generally known or available from other sources
     without obligation concerning their confidentiality; and

(2)  have not been made available by the Participant or its subcontractors, to
     others, including the U.S. Government, without obligation concerning their
     confidentiality.

                                      B1-1

<PAGE>

This non-disclosure agreement shall not be assigned, delegated, nor any right or
duty hereunder be transferred to any other individual or organization.  The
Participant may enforce this agreement.


_________________________               ____________________________
     Date                               Signature


_________________________               _____________________________
       Witness                               Company

                                      B1-2

<PAGE>

                                   APPENDIX 2

                                PROPRIETARY DATA

The following shall constitute a definition of the categories of Technical data
which the Participant claims to be Proprietary data under the Rights in
Technical Data Clause 9.  These data are available for inspection pursuant to
the provisions of Clause 9(f).

1.   Computer source codes, design correlations and formulae, detailed design
     calculations, and calculational procedures and techniques.

2.   Design and manufacturing methodologies.

3.   Correspondence, including reports, meeting minutes and notes, calculations,
     and other documentation used for communications within and/or between the
     Participant's organizations regarding commercial aspects of the Project.

4.   Data, reports, or correspondence related to non-project activities,
     including that related to other similar projects, to the extent such data,
     reports, or correspondence are utilized in performance of work under this
     Cooperative Agreement.

5.   The control system details for the coal slurry preparation, coal
     gasification, heat recovery, and fuel gas cleaning processing steps from
     coal feed conveyor to gas turbine fuel flow.  This includes computer
     algorithms, computer software, computer software databases, computer
     software documentation, theory, and hierarchy.

6.   The theory, equations, and computer code describing the chemical 
     kinetics thermodynamics and heat, momentum, and mass transfer of the 
     relevant coal gasification, heat recovery, and fuel gas cleaning 
     processing steps from coal feed conveyor to gas turbine fuel flow.

7.   Vendor/subcontractor Proprietary data supplied to the Participant.

8.   Detailed gasification process heat and material balance data (flow,
     pressure, temperature and key chemical components).

9.   Detailed Piping and Instrumentation Diagrams (P&ID).

10.  Facility operating procedures.

                                      B2-1

<PAGE>

                                   APPENDIX 3

                      PROTECTED CLEAN COAL TECHNOLOGY DATA

The following shall constitute a definition of the categories of Protected Clean
Coal Technology Data as defined under the Rights in Technical Data Clause 9
provided that these data do not divulge or allow derivation of Proprietary data.
Pursuant to Clause 9(1), these data are classified for marking as Protected
Clean Coal Technology Data.

1.   Correspondence, including reports, meeting minutes and notes, calculations,
     and other documentation used for communications between the Participant and
     the Participant's subcontractors regarding technical and commercial aspects
     of the Project.

2.   Correspondence, including reports, meeting minutes and notes, calculations,
     and other documentation used for communications between the Participant and
     the Participant's subcontractors regarding technical and commercial aspects
     of the Project.

3.   Summary Process Flow Diagram (SPFD), including heat and material balance
     data (flow, pressure, temperature, and key chemical components) of major
     interconnecting streams, for major process steps including the following:

          Coal handling
          Air separation
          Slurry preparation
          Gasification
          High temperature heat recovery (syngas)
          Particulate removal
          Low temperature heat recovery and fuel gas saturation
          Acid gas removal
          Sulfur recovery
          Tail gas incineration
          Combustion turbine generator
          Heat recovery steam generator
          Steam turbine generator/condenser
          Make-up/demineralized water
          Cooling water
          Sour water treatment
          Gasification plant waste water treatment

4.   Individual Process Flow Diagrams (IPFD) for each of the major process
     steps.

5.   Facility operating logs and laboratory analysis records.

6.   Scope of supply specifications for Project equipment and subsystems, and
     process equipment list identifying equipment manufacturers.

7.   Detailed physical drawings of the Project and its components.

                                      B3-1

<PAGE>

8.   Detailed Facility information related to capital cost for major equipment
     components, capital cost by work breakdown structure tasks, and fixed and
     operating costs listed by categories such as labor, fuel and feedstock,
     chemicals, maintenance, supplies, etc.

9.   General arrangement details of major equipment.

                                      B3-2

<PAGE>

                                   APPENDIX 4

                       CONTRACT DATA WITH UNLIMITED RIGHTS

The following shall constitute a definition of Contract Data for which the
Government shall have Unlimited Rights pursuant to Clause 9(b) of the Rights in
Technical Data Clause provided that these data do not divulge or allow
derivation of Proprietary data or Protected Clean Coal Technology Data.

1.   Physical and chemical properties of feed coal, feed coal slurry, slag,
     recycle char, raw syngas, sour syngas, and sweet syngas.

2.   Major equipment list, overall plot plans and representative elevation
     drawings, and nominal capacities for major systems including, but not
     limited to, air separation, coal preparation and feed, gasification and
     slag removal, product gas cooling and steam generation, particulate removal
     and recycle, desulfurization, sulfur recovery, gas turbine cycle, gas
     turbine heat recovery, and steam generator cycle.

3.   Summary Process Block Diagram (SPBD) depicting major process steps and
     major interconnecting streams with qualitative descriptions of the process
     steps.

4.   Overall material and energy balance including stream data (flow, pressure,
     and temperature) of the major interconnecting streams of the following
     process blocks: coal gasification, combustion turbine generator, heat
     recovery steam generator and steam turbine generator.

5.   Total capital costs for the facility and total fixed and operating costs of
     the Facility, and general economics of the CGCC Technology when applied to
     commercial plants.

6.   Operating performance data, start-up and operating experience, overall
     plant and component availability, qualitative materials performance, and
     qualitative control philosophy description for the Facility.

7.   Compositions and flow rates of all solid, liquid, and gaseous streams
     discharged to the environment, as required by and submitted to regulatory
     agencies.

8.   All other data generated under the Cooperative Agreement not otherwise
     classifiable under the Rights in Technical Data Clause 9 as being
     Proprietary data or Protected Clean Coal Technology Data.  In the event
     that the Participant inadvertently fails to mark any such data as
     Proprietary Data or Protected Clean Coal Technology Data, upon notification
     to the COTR the Participant shall have the right within ninety (90) days of
     submission to DOE to redesignate such data as Proprietary Data or Protected
     Clean Coal Technology Data as appropriate and said data will be treated by
     the DOE as such.

                                      B4-1

<PAGE>

                      CERTAIN CONTRACT CLAUSES REQUIRED BY
                   COOPERATIVE AGREEMENT NO. DE-FC21-92MC29310

                                   DEFINITIONS

     PRIME CONTRACTOR shall mean the Wabash River Coal Gasification Repowering
Project Joint Venture, Destec Energy, Inc. or PSI Energy, Inc., as applicable.

     CONTRACTOR shall mean that entity entering into a subcontract with the
Prime Contractor in connection with Cooperative Agreement No. DE-FC21-92MC29310.

                          EQUAL EMPLOYMENT OPPORTUNITY

     For construction contracts over $10,000, the Contractor shall comply with
Executive Order 11246 of September 24, 1965 entitled "Equal Employment
Opportunity," as amended by Executive Order 11375 of October 13, 1967, as
supplemented in U.S. Department of Labor regulations (41 CFR Part 60) and any
amendments thereto as may be adopted hereafter.

                            ANTI-KICKBACK PROCEDURES

     For all construction or repair contracts, the Contractor shall comply with
the Copeland Anti-Kickback Act (18 U.S.C. 874) as supplemented in U.S.
Department of Labor regulations (29 CFR Part 3) and any amendments thereto as
may be adopted hereafter.

                             CONTRACT WORK HOURS AND
                   SAFETY STANDARDS ACT--OVERTIME COMPENSATION

     For construction contracts over $2,000 and for all contracts over $2,500
involving the services of mechanics or laborers.  The Contractor shall comply
with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act
(40 U.S.C. 347-330) as supplemented by U.S. Department of Labor regulations (29
CFR Part 5) and any amendments thereto as may be adopted hereafter.

                             REPORTING REQUIREMENTS

The Contractor shall provide the Prime Contractor with all documents, books,
records or other information necessary for the Prime Contractor to comply with
Article XV of the Schedule of Articles of Cooperative Agreement No. DE-FC21-
92MC29310 and Attachment C, Federal Assistance Reporting Checklist, attached
thereto and incorporated by reference therein.

                                        1

<PAGE>

                                RECORDS RETENTION

For contracts over $10,000, the Contractor shall retain all financial and
performance records, supporting documents, statistical records, and other
records of the Contractor which the Contractor considers reasonably pertinent to
this contract.  The period of required retention shall be from the date each
such record is received by the Contractor until three years after one of the
following dates, whichever is latest: Contractor's receipt of final payment
under this Contract; or the date of termination of this Contract.  If any claim,
litigation, negotiation, investigation, audit, or other action involving the
records starts before the expiration of the three-year retention period, the
Contractor shall retain the records until such action is completed and all
related issues are resolved, or until the end of the three-year retention
period, whichever is later.

                                ACCESS TO RECORDS

For contracts over $10,000, the Prime Contractor, DOE, and the Comptroller
General of the United States, or any of their duly authorized representatives
shall have access to any books, documents, papers, or other records (including
those on electronic media) of the Contractor which are pertinent to this
contract.  The purpose of such access is limited to the making of audits,
examinations, excerpts, and transcripts.  The right of access described in this
paragraph shall last as long as the Contractor retains records which are
pertinent to this contract.

                               CLEAN AIR AND WATER

     For contracts and subcontracts over $100,000, the Contractor and its
subcontractors shall comply with all applicable standards, orders, or
requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)),
section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738,
Environmental Protection Agency regulations (40 CFR Part 15) and any amendments
thereto as may be adopted hereafter.

                         ENERGY POLICY AND CONSERVATION

The Contractor shall comply with all mandatory standards and policies relating
to energy efficiency contained in the energy conservation plan of the State of
Indiana issued pursuant to the Energy Policy and Conservation Act (42 U.S.C.
6201, ET SEQ.).

                                        2

<PAGE>

                                   SCHEDULE 1

                                 SYSTEM CHARGES

SITE:     Wabash River Coal Gasification Repowering Project,
          Terre Haute, Indiana


SYSTEM DESIGN SPECIFICATIONS:

          18 MOD CANS with programmable graphics
          10 MOD5 COMPUTERS
          4 MODSERVERS

          and associated MOD5 SOFTWARE as described in the
          Agreement.


CHARGES:

     Charges for the SYSTEM supplied hereunder accrue as follows:

          $286,188.00 on the SHIPMENT DATE;

          $572,376.00 on the INSTALLATION DATE; and

          $286,188.00 on the date the SYSTEM is released to
          operations.

     These charges shall be payable within sixty (60) days after
     the date specified.