Exhibit 10.63

                      MEMORANDUM OF UNDERSTANDING REGARDING
                    ORGANIZATION OF A UNIFIED POWER PROVIDER

This memorandum of understanding ("MOU") is entered into by and among the
parties executing this MOU as of the date or dates set forth below.

                                    Recitals
                                    --------

Each signatory to this memorandum (a "Participant") is an instrumentality of the
State of Alaska or a public utility engaged in the business of providing
electric power and energy to the consumers within its respective certificated
service area in and along the interconnected electric transmission grid within
the region of the Alaska Railbelt.

Each Participant either now engages in or anticipates that it will in the future
engage in planning for and acquiring electric generation resources.

The Participants recognize the value to the reliable and cost-effective delivery
of power planning and operating generation and transmission resources as a
unified system.

The Alaska Energy Policy Task Force report in 2004 recommended the creation of
an organization to address and manage the energy issues of the Railbelt region.

The Participants wish to explore the creation of an entity, governed by a board
comprised of representation from each participating utility and potentially
representation by the State of Alaska... The entity will be organized for the
purpose of providing for the unified generation and transmission needs in the
Alaska Railbelt. The organization is hereinafter referred to as a "Unified Power
Provider" or "UPP".

NOW, THEREFORE, in consideration of the mutual promises set forth herein and
other good and valuable consideration, the parties agree as follows:

      1.    Commitment to Process. Each Participant will commit to participate
            in good faith to a process (1) designing in concept a Unified Power
            Provider; (2) exploring the costs and benefits to the Railbelt
            electrical consumers of creating a UPP; and (3) assuming a UPP is
            shown to be the best alternative for delivering generation and
            transmission services, organizing and funding the organization,
            including the development of a transition plan (assuming a January
            1, 2010 start-up).

Memorandum of Understanding       Page 1 of 3

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      2.    Non-exclusivity. By committing to the process described in Paragraph
            1, a Participant is not precluded from proceeding to develop other
            power supply alternatives, including, but not limited to, project
            agreements for construction of generation and transmission assets or
            power sales agreements.

      3.    Governance. The process described in paragraph 1 will address, among
            other issues, governance of the UPP and the participation rights of
            the Participants.

      4.    Timing. Time is of the essence. The parties pledge to work
            expeditiously toward completing the tasks outlined in paragraph 1.

      5.    Costs. Each Participant will actively work in conjunction with
            Alaska Energy Authority's (AEA's) Railbelt Electric Grid Authority
            (REGA) Study supporting AEA in the analysis of a UPP. The costs of
            any third party retained by AEA to perform work hereunder shall be
            paid by AEA, or in accordance with a written agreement among the
            Participants.

      6.    Integration. This MOU sets out the entire agreement between the
            parties, and all representations made by or on behalf of either
            party are void unless contained in this MOU. The provisions of this
            MOU shall inure to the benefit of and be binding upon the parties to
            this MOU and their respective successors and assigns. Although the
            parties intend to pursue the courses of action as set forth in the
            recital to this MOU, neither party shall be contractually obligated
            to the other, except as and to the extent the obligation is
            evidenced by a written agreement.

      7.    Assignment. No party shall assign this MOU without the written
            agreement from the other parties. Any assignment in violation of
            this provision shall be void.

      8.    Applicable Law. This MOU shall be governed by and construed in
            accordance with the laws of the State of Alaska.

      9.    Term. This MOU will terminate on January 1, 2010, unless sooner
            terminated by written agreement of the parties or the execution of a
            more definitive agreement relating to the subject matter of this
            MOU.

IN WITNESS WHEREOF, the parties hereto have caused this MOU to be duly executed
as of the date or dates set forth below.

Memorandum of Understanding       Page 2 of 3

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Dated: 2/28/08              CHUGACH ELECTRIC ASSOCIATION, INC.
       -------
                            By: /s/ Bradley W. Evans
                                    ----------------
                                    Bradley W. Evans
                                    As its Acting Chief Executive Officer

Dated: 2/28/08              HOMER ELECTRIC ASSOCIATION, INC.
       -------
                            By: /s/ Bradley P. Janorschke
                                    ----------------------
                                    Bradley P. Janorschke
                                    As its General Manager

Dated: March 12, 2008       GOLDEN VALLEY ELECTRIC ASSOCIATION
       --------------
                            By: /s/ Brian Newton
                                    ------------
                                    Brian Newton
                                    As its President and Chief Executive Officer

Dated: 4/14/08              CITY OF SEWARD LIGHT 7POWER
       -------              DIVISION

                            By: /s/ Tim Barnum
                                    ----------
                                    Tim Barnum
                                    As its Utility Manager

Memorandum of Understanding       Page 3 of 3