<PAGE>

                                                                    Exhibit 10.5


     An asterisk [(*)] indicates that confidential information has been omitted
and filed separately with the Securities and Exchange Commission as part of a
Confidential Treatment Request.


                   MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND
                     SCHEDULED OUTAGE TFA SERVICES CONTRACT




                                     between


                               AES IRONWOOD, INC.


                                       and


                     SIEMENS WESTINGHOUSE POWER CORPORATION


                         Dated as of September 23, 1998




                              AES IRONWOOD PROJECT







Proprietary Information                                     AES Ironwood Project
September 23, 1998                                      Maintenance Contract.doc




<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT

<TABLE>

<S>               <C>                                                                             <C>
Article 1         DEFINITIONS; GENERAL REFERENCES                                                 1
                  -----------------------------------
Section 1.1       Defined Terms                                                                   1
Section 1.2       General References                                                              5

Article 2         CONTRACT DOCUMENTS                                                              6
                  ------------------
Section 2.1       Contract Documents                                                              6
Section 2.2       Conflicting Provisions                                                          6

Article 3         SCOPE OF WORK                                                                   6
                  -------------
Section 3.1       Seller's Scope                                                                  6
Section 3.2       Buyer's Scope                                                                   6
Section 3.3       Early Replacement                                                               6
Section 3.4       Parts Life Credit                                                               6

Article 4         CONTRACT PRICE AND PAYMENT TERMS                                                8
                  --------------------------------
Section 4.1       Contract Price                                                                  8
Section 4.2       Taxes                                                                           8
Section 4.3       Invoices                                                                        8
Section 4.4       Payment                                                                         8
Section 4.5       Notice of Payment Disputes                                                      8
Section 4.6       Late Payments                                                                   9
Section 4.7       Payment Security                                                                9

Article 5         TERM AND OUTAGES                                                                9
                  ----------------
Section 5.1       Term                                                                            9
Section 5.2       Unscheduled Outage                                                              9
Section 5.3       Unscheduled Outage Work                                                        10
Section 5.4       Exclusivity of Obligations and Remedies                                        11

Article 6         CHANGES                                                                        12
                  -------
Section 6.1       Request For Changes                                                            12
Section 6.2       Adjustment                                                                     12
Section 6.3       No Additional Compensation Changes                                             12
Section 6.4       Changes in Operating Parameters                                                12

Article 7         DELIVERY; TITLE; RISK OF LOSS                                                  12
                  -----------------------------
Section 7.1       Delivery of New Program Parts or Miscellaneous Hardware                        12
Section 7.2       Shop Repaired Program Parts                                                    13
Section 7.3       Transportation                                                                 13
</TABLE>


Proprietary Information               i                     AES Ironwood Project
September 23,1998                                       Maintenance Contract.doc

<PAGE>


<TABLE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT

<S>               <C>                                                                            <C>
Article 8         WARRANTIES                                                                     14
                  ----------
Section 8.1       New Program Parts and Miscellaneous Hardware Warranty and Exclusive            14
                  Remedy
Section 8.2       Shop Repair Warranty and Exclusive Remedy                                      14
Section 8.3       Services Warranty and Exclusive Remedy                                         15
Section 8.4       Shop Repair Turn Around Time Warranty and Exclusive Remedy                     15
Section 8.5       Warranty Conditions                                                            16
Section 8.6       Exclusivity of Warranties and Remedies                                         16
Section 8.7       Relationship to EPC Contract                                                   17

Article 9         INTELLECTUAL PROPERTY                                                          17
                  ---------------------
Section 9.1       Patent, Copyright, or Trade Secret Infringement                                17
Section 9.2       Limitation of Intellectual Property Obligations                                17
Section 9.3       Exclusivity of Obligations and Remedies                                        18

Article 10        COMPLIANCE WITH LAWS                                                           18
                  --------------------
Section 10.1      Generally                                                                      18
Section 10.2      Changes in Law, etc.                                                           18

Article 11        INSURANCE                                                                      19
                  ---------
Section 11.1      Seller's Insurance                                                             19
Section 11.2      Buyer's Insurance                                                              19
Section 11.3      Policies                                                                       19
Section 11.4      Bearing On Other Contractual Rights and Obligations                            20

Article 12        TERMINATION                                                                    20
                  -----------
Section 12.1      Termination for Seller's Inability to Perform                                  20
Section 12.2      Termination for Seller's Failure to Perform                                    20
Section 12.3      Buyer's and Seller's Rights and Obligations when Buyer Terminates              20
                  for Seller's Inability or Failure to Perform
Section 12.4      Termination for Buyer's Convenience                                            21
Section 12.5      Buyer's and Seller's Rights and Obligations when Buyer Terminates              21
                  for its Convenience
Section 12.6      Termination by Seller                                                          22
Section 12.7      Buyer's and Seller's Rights and Obligations when Seller Terminates             22
Section 12.8      Exclusivity of Rights and Remedies                                             22

Article 13        INDEMNIFICATION                                                                23
                  ---------------
Section 13.1      Seller's Indemnity                                                             23
Section 13.2      Buyer's Indemnity                                                              23

Article 14        LIMITATION OF LIABILITY                                                        24
                  -----------------------
Section 14.1      No Consequential Damages                                                       24
Section 14.2      Exclusive Remedy and Cap on Liability                                          24
</TABLE>


Proprietary Information               ii                    AES Ironwood Project
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<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT

<TABLE>
<S>               <C>                                                                            <C>
Section 14.3      Extent of Waivers                                                              24
Section 14.4      Extent of Conflicts                                                            25

Article 15        FORCE MAJEURE                                                                  25
                  -------------
Section 15.1      Excuse by Force Majeure                                                        25
Section 15.2      Effect of Force Majeure                                                        25

Article 16        MISCELLANEOUS                                                                  25
                  -------------
Section 16.1      Cooperation In Financing                                                       25
Section 16.2      Proprietary Information, etc.                                                  26
Section 16.3      Subcontractors                                                                 27
Section 16.4      Third Parties                                                                  28
Section 16.5      Dispute Resolution                                                             28
Section 16.6      Assignment and Delegation                                                      28
Section 16.7      Severability                                                                   29
Section 16.8      Amendments                                                                     29
Section 16.9      Joint Effort                                                                   29
Section 16.10     Captions                                                                       29
Section 16.11     Non-Waiver                                                                     29
Section 16.12     Applicable Law                                                                 29
Section 16.13     Successors and Assigns                                                         29
Section 16.14     Counterparts                                                                   29
Section 16.15     Notices                                                                        29
Section 16.16     Complete Contract                                                              30
Section 16.17     Site Access                                                                    30
Section 16.18     Permits and Licenses                                                           30
Section 16.19     Special Packaging                                                              30
Section 16.20     Return of Program Parts or Miscellaneous Hardware                              30
Section 16.21     Transfer                                                                       31
Section 16.22     Survival                                                                       31
Section 16.23     Environmental Compliance                                                       32
Section 16.24     Liquidated Damages Not a Penalty                                               32
Section 16.25     Project Conformance                                                            32
Section 16.26     501G Fleetwide Issue Notification                                              32
                       ----------------------------
Exhibit A         -        Scope of Work Description
Exhibit B         -        Program Parts List
Exhibit C         -        Program Parts Supplied and Repaired Schedule
Exhibit D         -        Current Service Bulletin 36803
Exhibit E         -        Payment Schedule
Exhibit F         -        Fuel & Water Specifications
</TABLE>


Proprietary Information                 iii                 AES Ironwood Project
September 23,1998                                       Maintenance Contract.doc

<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


THIS MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE TFA SERVICES
CONTRACT is entered into as of September 23, 1998, by and between AES IRONWOOD,
INC, a Delaware corporation ("Buyer"), and SIEMENS WESTINGHOUSE POWER
CORPORATION, a Delaware corporation("Seller").

         WHEREAS, Buyer is developing a power project to be located near
Lebanon, Pennsylvania (the "Project"); and

         WHEREAS, in connection with the Project, Buyer desires to purchase from
Seller and Seller desires to provide to Buyer combustion turbine parts, shop
repairs and scheduled outage technical field assistance services, all as more
particularly described herein;

         NOW, THEREFORE, in consideration of these premises and mutual covenants
contained herein, the parties hereby agree as follows:

ARTICLE 1. DEFINITIONS; GENERAL REFERENCES

1.1 Defined Terms. The following terms shall have the following meanings when
used in this Contract, unless the context requires otherwise:

"Buyer" has the meaning set forth in the Preamble.

"Buyer's Affiliates" means AES Corporation, and any subsidiary thereof,
excluding any entity which is partially owned by a competitor of Seller in the
field of design, engineering, manufacturing, maintenance, operation, procurement
and construction of power generation, transmission or distribution facilities.

"Combustion Turbine Maintenance Management Program Services" means all of the
program maintenance managerial services to be provided by Seller hereunder, as
described in Section 2.5 of Exhibit A, Scope of Work Description.

"Change" has the meaning set forth in Article 6.

"Change Order" has the meaning set forth in Article 6.

"Combustion Turbine" means one of the Project's two 501G combustion turbines
furnished by the EPC Contractor under the EPC Contract or any replacement 501G
combustion turbine furnished by the EPC Contractor or one of its affiliates
under the EPC Contract.

"Contract" means this Program Parts, Shop Repairs and Scheduled Outage TFA
Services Contract, including all Exhibits hereto, as amended, supplemented or
modified from time to time.


Proprietary Information               1                     AES Ironwood Project
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<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


"Contract Price" has the meaning set forth in Section 4.1.

"Day" means a calendar day.

"Delayed Payment Rate" means a rate of interest per annum equal to the reference
rate quoted from time to time by the Bank of America, NT & SA plus 2%, or the
maximum rate permitted by applicable Law, whichever is less.

"Delivery" has the meaning set forth in Section 7.1.

"EPC Contract" means the Agreement for Engineering, Procurement and Construction
Services between the EPC Contractor and Buyer dated as of September 23,1998 as
such agreement may be amended, supplemented or modified from time to time.

"EPC Contractor" means Siemens Westinghouse Power Corporation and its successor
and permitted assigns as "Contractor" under the EPC Contract.

"Equivalent Base Load Hours ("EBH")" means the calculated result of equivalent
base load hours determined in accordance with Exhibit D, Current Service
Bulletin 36803 as amended from time to time.

"Equivalent Starts" means the calculated result of equivalent starts determined
in accordance with Exhibit D, Current Service Bulletin 36803 as amended from
time to time.

"Escalation Factor" means the net percentage increase or decrease (as the case
may be) in the Consumer Price Index (published by the US Department of Labor)
over the period from base date of January 1, 1998 through date of the invoice.
If such index ceases to be published such similar substitute index as is
mutually agreed to by the parties, shall apply.

"Facility" means the combined cycle electric generating facility to be located
in Lebanon, Pennsylvania which makes up the Project, and includes the two (2)
Combustion Turbines.

"Fee" means the applicable fee listed in Exhibit E, Payment Schedule for the
given number of EBHs.

"Force Majeure" has the meaning given in Section 15.1.

"GPU Energy" means GPU Energy, Metropolitan Edison Company and Pennsylvania
Electric Company, and their respective successors and permitted assigns, as
purchasers of electricity from the Facility under the Power Purchase Agreement.

"Hazardous Material" has the meaning given in Section 16.23, Environmental
Compliance.



Proprietary Information               2                     AES Ironwood Project
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<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


"Hazardous Waste" means any waste that is found to pre-exist or is generated at
the Site which is defined in the Laws to be hazardous.

"Laws" means all applicable laws, statutes, rules, regulations, orders and
ordinances or specified standards or objective criteria contained in any
applicable license, permit or approval, or other legislative or administrative
act, of the United States of America or any state of the United States, agency,
department, authority, political subdivision or other instrumentality thereof,
or a decree, judgment or order of a court, including but not limited to those
governing wages, hours, employment discrimination and safety, laws regarding
workers' compensation, disability laws and employee benefit laws.

"Miscellaneous Hardware" means miscellaneous hardware items including but not
limited to pins, springs, studs, gaskets, tie wires, fasteners, screws, washers,
nuts, bolts which are required to roll out and roll in the Program Parts which
is supplied by Seller under this Contract or in accordance with a Change Order
hereto, issued pursuant to Article 6, Changes.

"New Program Parts" means the Program Part(s) that are listed in Exhibit B,
Program Parts List which are supplied by Seller under this Contract, when they
are new and unused.

"New Program Parts and Miscellaneous Hardware Warranty" has the meaning given in
Section 8.1.

"Normal Wear and Tear" means the level of wear and tear that the Facility or
part(s) thereof will experience as a result of being operated and maintained in
accordance with the instruction manuals and operating criteria provided to Buyer
by the EPC Contractor or the original equipment manufacturer and any mutually
agreed upon variance thereto, the operating parameters specified in Section 6.4
the warranty conditions specified in Section 8.5 and, to the extent not
inconsistent with any of the foregoing, in general accordance with Prudent
Utility Practices. The definition of Normal Wear and Tear expressly excludes any
consequential/downstream/downflow damage caused to the Facility or part(s)
thereof by a part which gave way upstream/upflow.

"Period" means the interval from the completion of one Scheduled Outage through
the next Scheduled Outage of the applicable Combustion Turbine. For the purpose
of this definition the initial Period shall begin at initial synchronization of
the applicable Combustion Turbine.

"Power Purchase Agreement" means collectively the three amended and restated
power purchase agreements relating to the Facility between GPU Energy and Buyer
as such agreements may be aggregated, amended, supplemented or modified from
time to time.

"Program Part(s)" means the number and type of part(s) of the Combustion Turbine
that are listed in Exhibit B, Program Parts List plus the equivalent parts to
those listed in Exhibit B, Program Parts List, which were included in the
original Combustion Turbine(s).

"Project" has the meaning set forth in the Preamble.



Proprietary Information               3                     AES Ironwood Project
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<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


"Prudent Utility Practice" means the practices, methods, techniques and
standards that at the particular time of performance of the Workscope
Obligations by Seller or of Buyer's obligations specified in Sections 3 and 4 of
Exhibit A, (i) are generally accepted in the electric power industry in the
United States, for use in connection with the design, engineering, construction,
testing, operation and maintenance of power stations of the same or similar size
and type as the Facility, all in a manner consistent with Laws, reliability,
safety, environmental protection, economy and expediency, and (ii) conform in
all material respects to the manufacturer's design, engineering, construction,
testing, operation and maintenance guidelines applicable to the equipment in
question, including Seller's operation and maintenance guidelines for the
Combustion Turbines. Prudent Utility Practices are not limited to the optimum
practice or method to the exclusion of others, but rather refer to commonly used
and reasonable practices and methods.

"Seller" has the meaning set forth in the Preamble.

"Seller's Affiliates" means Siemens A.G., and any subsidiary thereof, excluding
any entity which is partially owned by a competitor of Buyer in the field of
development and ownership of power generation, transmission or distribution
facilities.

"Scheduled Outage" means a planned outage of the applicable Combustion Turbine,
scheduled by Buyer and Seller, during which the applicable Scheduled Outage TFA
Services described in Exhibit A, Scope of Work Description will be performed. A
Scheduled Outage will commence when the Combustion Turbine breaker is opened and
will end when the Seller has completed its applicable Scheduled Outage TFA
Services for the given Scheduled Outage and Seller has submitted to Buyer
written notice of completion and Buyer has concurred. The projected Scheduled
Outage plan is contained in Exhibit C, Program Parts Supplied and Repaired
Schedule.

"Scheduled Outage TFA Services" means all of the TFA Services to be provided by
Seller hereunder during the applicable Scheduled Outage, as described in Section
2.4 of Exhibit A, Scope of Work Description, but excludes services provided
pursuant to the EPC Contract.

"Services" means any and all services to be provided by Seller under this
Contract including Scheduled Outage TFA Services, Combustion Turbine Maintenance
Program Management Services and any services performed in accordance with a
Change Order hereto issued pursuant to Article 6, Changes.

"Services Warranty" has the meaning given in Section 8.3.

"Shop Repair" means shop repair/refurbishment work performed by Seller on
Program Parts at Seller's manufacturing plant, Seller's service facility or a
suitable facility selected by Seller.



Proprietary Information               4                     AES Ironwood Project
September 23,1998                                       Maintenance Contract.doc


<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


"Site" means the real property located near Lebanon, Pennsylvania on which the
Project is to be or has been constructed.

"Term" has the meaning given in Section 5.1, Term.

"TFA Services" means the advice and consultation given to Buyer's personnel by a
field service representative of Seller with respect to:

     (i)  installation, inspection, repair and maintenance activities performed
          by others at the Site, and

     (ii) any Seller recommended quality assurance procedures for activities
          performed at the Site.

Technical Field Assistance does not include management, supervision or
regulation of Buyer's personnel, agents and contractors.

"Unscheduled Outage" means any outage of a Combustion Turbine other than a
Scheduled Outage.

"Workscope Obligations" means all obligations of Seller pursuant to the terms of
this Contract to perform Services and to provide Program Parts and Miscellaneous
Hardware, and includes any other equipment, parts, shop repairs or services
mutually agreed to by the parties hereto and specified in a Change Order issued
pursuant to Article 6 hereof.

1.2 General References. As used in this Contract, the terms "herein," "herewith"
and "hereof" are references to this Contract, taken as a whole, the term
"includes" or "including" shall mean "including, without limitation," and
references to a "Section," "subsection," "clause," "Article" or "Exhibit" shall
mean a Section, subsection, clause, Article or Exhibit of this Contract, as the
case may be, unless in any such case the context requires otherwise. The
singular shall include the plural and the masculine shall include the feminine
and neuter, and vice versa.


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<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


ARTICLE 2.                 CONTRACT DOCUMENTS

2.1 Contract Documents. This Contract consists of this contract document itself
and the following Exhibits which are specifically made a part hereof by
reference:

         Exhibit A         -        Scope of Work Description
         Exhibit B         -        Program Parts List
         Exhibit C         -        Program Parts Supplied and Repaired Schedule
         Exhibit D         -        Current Service Bulletin 36803
         Exhibit E         -        Payment Schedule
         Exhibit F         -        Fuel & Water Specification


2.2 Conflicting Provisions. In the event of any conflict between this document
and any Exhibit hereto, the terms and provisions of this document, as amended
from time to time, shall control. In the event of any conflict among the
Exhibits, the following order of precedence shall govern: Exhibit E, A, B, C, D,
and F. Subject to the foregoing, the several instruments forming part of this
Contract are to be taken as mutually explanatory of one another and in the case
of ambiguities or discrepancies within or between such parts the same shall be
explained and adjusted by the mutual agreement of the Parties.

ARTICLE 3. SCOPE OF WORK

3.1 Seller's Scope. During the Term, Seller shall fulfill its Workscope
Obligations specified in Exhibit A, Scope of Work Description.

3.2 Buyer's Scope. During the Term, Buyer shall fulfill its obligations
specified in Exhibit A, Scope of Work Description, and shall perform any other
obligations mutually agreed to by the parties and specified in a Change Order
issued pursuant to Article 6, Changes.

3.3 Early Replacement. If, due to Normal Wear and Tear, (i) a Program Part has
failed or (ii) it is determined that a Program Part will not last until the next
Scheduled Outage (in each case, after the warranty periods for such Program Part
set forth in Section 8.1 hereof or set forth in the EPC Contract have expired),
and such part has to be replaced prior to the scheduled replacement period per
Exhibit C, Program Parts Supplied and Repaired Schedule, Seller shall replace
such Program Part early by moving up a New Program Part which is scheduled to be
delivered at a later date per Exhibit C, Program Parts Supplied and Repaired
Schedule, if such a New Program Part remains available under Exhibit C (Buyer
shall be entitled to participate in the decision making process regarding the
actual parts life and the degree of repair or refurbishment associated with any
Program Part(s). The final decision, however, with regard to actual parts life
and the degree of repair or refurbishment associated with any Program Part(s)
shall be made by Seller based on Prudent Utility Practices and communicated to
Buyer. If the Buyer disputes Seller's final decision based on the assertion that
Seller's final decision is inconsistent with Prudent Utility Practices, then
Buyer may seek to resolve such dispute in accordance with


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<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


Section 16.5, Dispute Resolution.). If the actual replacement date is less than
or equal to one year earlier than the Scheduled Outage during which the Program
Part was scheduled to be replaced per Exhibit C, Program Parts Supplied and
Repaired Schedule, such early replacement shall not affect the Contract Price or
Exhibit E, Payment Schedule. If the actual replacement date is more than one
year earlier than the Scheduled Outage during which the Program Part was
scheduled to be replaced, per Exhibit C, Program Parts Supplied and Repaired
Schedule, such early replacement shall result in a change to Exhibit E, Payment
Schedule, pursuant to a Change Order, levelizing the cash flow affect of moving
the replacement part up over the remaining Term on a $/EBH basis and modifying
the Fees listed in Exhibit E accordingly. Once all of the New Program Parts
available under Exhibit C, Program Parts Supplied and Repaired Schedule have
been delivered pursuant to this Section and no further replacements remain to be
provided under Exhibit C, Buyer shall purchase, pursuant to Section 3.4, Parts
Life Credit, such further replacement Program Parts required for the remaining
Term of the Contract and Seller shall provide such parts at the discounted price
calculated in accordance with Section 3.4, Parts Life Credit. Seller's
obligation to provide such required early replacement Program Parts shall be to
obtain and deliver to the Project the required replacement Program Parts,
whether new or repaired, as soon as commercially reasonably possible so as to
minimize the duration of the outage.


3.4 Parts Life Credit. After conclusion of the applicable warranty periods
stated in Section 8.1 or in the EPC Contract, as the case may be, Seller will
provide a parts life credit if a Program Part requires replacement due to Normal
Wear and Tear pursuant to Section 3.3 prior to meeting neither its expected
useful life as calculated in terms of EBHs as specified in Exhibit B, Program
Parts List, nor its expected useful life as calculated in terms of Equivalent
Starts, as specified in Exhibit B, Program Parts List (Buyer shall be entitled
to participate in the decision making process regarding the actual parts life
and the degree of repair or refurbishment associated with any Program Part(s).
The final decision, however, with regard to actual parts life and the degree of
repair or refurbishment associated with any Program Part(s) shall be made by
Seller based on Prudent Utility Practices and communicated to Buyer. If the
Buyer disputes Seller's final decision based on the assertion that Seller's
final decision is inconsistent with Prudent Utility Practices, then Buyer may
seek to resolve such dispute in accordance with Section 16.5, Dispute
Resolution.). The parts life credit will be calculated by multiplying the price
for such Program Part's replacement specified in Exhibit B, Program Parts List
subject to escalation pursuant to the Escalation Factor, by the lesser of: (i)
the expected useful life of the Program Part needing to be replaced in terms of
EBHs, as specified in Exhibit B, Program Parts List, minus the total number of
EBHs incurred by such Program Part, divided by the expected useful life of such
Program Part in terms of EBHs, as specified in Exhibit B; or (ii) the expected
useful life of the Program Part needing to be replaced in terms of Equivalent
Starts, as specified in Exhibit B, minus the total number of Equivalent Starts
incurred by such Program Part, divided by the expected useful life of such
Program Part in terms of Equivalent Starts, as specified in Exhibit B. Once all
of the New Program Parts, under Exhibit C, Program Parts Supplied and Repaired
Schedule, have been delivered pursuant to Section 2.1 of Exhibit A, Scope of
Work Description, or Section 3.3, Early Replacement, and no further replacements
exist under Exhibit C, Buyer shall use this credit towards the purchase of such
Program Part replacements. The purchase price for such Program


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         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


Part's replacement shall be the price specified therefore in Exhibit B, Program
Parts List with the parts life credit applied and shall be paid, pursuant to a
Change Order, by levelizing the price of Program Part's replacement over the
remaining Term on a $/EBH basis and modifying the Fees listed in Exhibit E
accordingly. However, in no event, shall any parts life credit be extended under
this Section beyond the end of the Term of this Contract.

ARTICLE 4. CONTRACT PRICE AND PAYMENT TERMS

4.1 Contract Price. As full consideration of the performance by Seller of the
Workscope Obligations (other than those Workscope Obligations provided pursuant
to a Change Order), Buyer will pay to Seller the Fees as adjusted either up or
down by the Escalation Factor at the time of each invoice. The "Contract Price"
shall be the aggregate total of the Fees as adjusted plus any additional payment
amount mutually agreed to by the parties pursuant to a Change Order hereto,
issued pursuant to Article 6, Changes.

4.2 Taxes. The Contract Price paid or to be paid to Seller under the Contract
does not include any federal, state, (other than federal or state, income taxes
imposed on Seller, or Seller's subcontractors or subvendors), or local property,
license or privilege (other than federal, state or local assessments for
licenses and privileges associated with Seller's ability to conduct general
business within the area), sales, use, excise, value added, gross receipts, or
similar taxes now or hereafter applicable to, measured by, or imposed upon or
with respect to the transaction, the property, its sale, its value or its use,
or any services performed in connection therewith. Buyer agrees to pay or
reimburse Seller for any such taxes which Seller or its subcontractors or
subvendors are required to pay. Seller shall use reasonable efforts and due
diligence, and shall cause its subcontractors or subvendors to use their
reasonable efforts and due diligence, to efficiently manage its performance of
the Workscope Obligations hereunder so as to minimize the incurrence of any
federal, state or local property, license or privilege, sales, use, excise,
value added, gross receipts or similar taxes to be paid or reimbursed by Buyer
hereunder. Taxes to be paid by Buyer do not include any taxes that Seller should
not have incurred if it had used such reasonable efforts and due diligence.

4.3 Invoices. Per Exhibit E Payment Schedule, Seller shall furnish Buyer an
invoice indicating the Fee being invoiced, as adjusted up or down in accordance
with this Contract by the Escalation Factor at the time of such invoice.

4.4 Payment. Within twenty-five (25) Days following the date Buyer receives each
invoice under Section 4.3, Buyer shall pay to Seller the undisputed amount of
the invoice. All payments to Seller shall be made by wire transfer to the
account of the Seller at Mellon Bank, N.A., Account # 038-0269,ABA # 043000261,
or such other depository as Seller shall designate by written notice to Buyer.

4.5 Notice of Payment Disputes. Notwithstanding Buyer's obligations under
Section 4.4 , if prior to the expiration of the applicable period for payment
referenced in Section 4.4, Buyer disputes that any Workscope Obligations satisfy
the requirements of this Contract, Buyer shall, prior to the expiration of such
period, provide Seller with written notice identifying the basis for such
dispute. Thereafter, the payment of such disputed amounts shall be deferred
until such


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         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


dispute has been resolved to the satisfaction of Buyer and Seller. Any dispute
which is not resolved by mutual agreement shall be resolved in accordance with
Section 16.5.

4.6 Late Payments. If there is a dispute about any amount invoiced by Seller,
the amount not in dispute shall be promptly paid as described in this Article 4,
and any disputed amount which is ultimately determined to have been payable
prior to the actual date of payment shall be paid with interest, at the Delayed
Payment Rate, from the date due to the date of payment.

4.7 Payments Not Acceptance of Workscope Obligations. No payment made hereunder
shall be considered or deemed to represent that Buyer has inspected the
Workscope Obligations, or checked the quality or quantity thereof and shall not
be deemed or construed as approval or acceptance of any Workscope Obligations,
or as a waiver of any claim or right that Buyer may then or thereafter have,
including any warranty right.

ARTICLE 5. TERM AND OUTAGES

5.1 Term. The Term of the Contract shall commence on the date specified in the
Recitals and unless terminated early pursuant to Article 12, shall terminate
upon completion of the Shop Repairs following the eighth (8th) Scheduled Outage
of the applicable Combustion Turbine or ten (10) years from initial
synchronization of the applicable Combustion Turbine, whichever occurs first, as
it relates to the applicable Combustion Turbine.

5.2 Unscheduled Outages

5.2.1 If during the Term, an Unscheduled Outage occurs which is the result of
(i) the failing of a New Program Part supplied by Seller, to conform with the
New Program Parts and Miscellaneous Hardware Warranty set forth herein, (ii) the
failing of a Shop Repair, supplied by Seller, to conform with the Shop Repair
Warranty set forth herein, (iii) a Program Part requiring replacement due to
Normal Wear and Tear pursuant to Section 3.3 prior to achieving its expected
life in terms of EBHs or Equivalent Starts as specified in Exhibit B, Program
Parts, or (iv) the failure of a Service, performed by Seller, to conform with
the Service Warranty set forth herein, then Buyer shall hire Seller, to the
extent not supplied by Seller as a warranty remedy under Seller's warranties
contained in Article 8 of this Contract, pursuant to a Change Order, to supply
any additional parts of the type listed in Exhibit B, Program Parts List,
Miscellaneous Hardware, Shop Repairs, and TFA Services related to the Combustion
Turbine, required for such Unscheduled Outage and Seller shall supply (a) any
such additional parts of the type listed in Exhibit B, Program Parts List
required for such Unscheduled Outage, at the prices specified in Exhibit B,
Program Parts List, subject to escalation pursuant to the Escalation Factor,
discounted by any applicable parts life credit, (b) any such Miscellaneous
Hardware and Shop Repairs required for such Unscheduled Outage, at the prices
specified in Seller's Domestic Price Lists, in effect at the time of supply or
performance, or in Seller's price quote at the time of supply or performance, if
Seller's Domestic Price lists do not include a price for the required
Miscellaneous Hardware or Shop Repairs, and (c) any such TFA Services related to
the Combustion Turbine required for such Unscheduled Outage, at the prices
specified in Seller's Domestic Price Lists, in effect at the time of supply or
performance with a 10% discount applied


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capped at a maximum of $100,000 per year, or in Seller's price quote at the time
of supply or performance with a 10% discount applied capped at a maximum of
$100,000 per year, if Seller's Domestic Price lists do not include a price for
the required TFA Services.

If such an Unscheduled Outage occurs within 1,000 EBHs of a Scheduled Outage and
additional parts, of the type listed in Exhibit B, Program Parts List,
Miscellaneous Hardware, Shop Repairs, and TFA Services to be used during the
Unscheduled Outage are part of the Program Parts Miscellaneous Hardware, Shop
Repairs and Scheduled Outage TFA Services which were going to be used during the
upcoming Scheduled Outage, the upcoming Scheduled Outage shall be moved up in
time and those Program Parts Miscellaneous Hardware, Shop Repairs and Scheduled
Outage TFA Services shall be provided during the Unscheduled Outage/moved -up
Scheduled Outage. Buyer shall not be required to pay any additional money for
those Program Parts Miscellaneous Hardware, Shop Repairs and Scheduled Outage
TFA Services which are provided early during the Unscheduled Outage/moved-up
Scheduled Outage.

5.2.2 If during the Term an Unscheduled Outage occurs for reasons other than
those set forth in Section 5.2.1 above, then Buyer shall hire Seller, to the
extent not supplied by Seller as a warranty remedy under Seller's warranties
contained in Article 8 of this Contract, pursuant to a Change Order, to supply
any additional parts of the type listed in Exhibit B, Program Parts List,
Miscellaneous Hardware, Shop Repairs or technical field assistance service work
on the Combustion Turbine required for such Unscheduled Outage, and Seller shall
supply such (a) additional parts, of the type listed in Exhibit B, Program Parts
List required for such Unscheduled Outage, at the prices specified in Exhibit B,
Program Parts List, subject to escalation pursuant to the Escalation Factor,
discounted by any applicable parts life credit, (b) Miscellaneous Hardware and
Shop Repairs, at the prices specified in Seller's Domestic Price Lists, in
effect at the time of supply or performance, or in Seller's price quote at the
time of supply or performance, if Seller's Domestic Price lists do not include a
price for the required additional Miscellaneous Hardware or Shop Repairs, in
effect at the time of supply, and (c) TFA Service, at the prices specified in
Seller's Domestic Price Lists, in effect at the time of supply or performance,
or in Seller's price quote at the time of supply or performance, if Seller's
Domestic Price lists do not include a price for the required TFA Services.

If such an Unscheduled Outage occurs within 1,000 EBHs of a Scheduled Outage and
additional parts, of the type listed in Exhibit B, Program Parts List,
Miscellaneous Hardware, Shop Repairs and TFA Services to be used during the
Unscheduled Outage are part of the Program Parts, Miscellaneous Hardware, Shop
Repairs and Scheduled Outage TFA Services which were going to be used during the
upcoming Scheduled Outage, the upcoming Scheduled Outage shall be moved up in
time and those Program Parts Miscellaneous Hardware, Shop Repairs and Scheduled
Outage TFA Services shall be provided during such Unscheduled Outage/Moved-up
Scheduled Outage. Buyer shall not be required to pay any additional money for
those Program Parts, Miscellaneous Hardware, Shop Repairs and Scheduled Outage
TFA Services which are provided early during such Unscheduled Outage/Moved-up
Scheduled Outage pursuant to the preceding sentence.



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5.3 Unscheduled Outage Work. Seller shall be entitled to a Change Order for any
additional parts of the type listed in Exhibit B, Program Parts List,
Miscellaneous Hardware, Shop Repairs or technical field assistance service work
on the Combustion Turbine purchased by Buyer from Seller pursuant to Section 5.2
above in accordance with Article 6. In the case of an Unscheduled Outage,
Seller, upon notification from Buyer via a Change Order, agrees to take prompt
action(s) to mobilize its service personnel to the Project site to provide the
technical field assistance services requested in such Change Order, and agrees
to provide any additional parts of the type listed in Exhibit B, Program Parts
List specified in such Change Order as soon as reasonably commercially
practicable, to minimize downtime; provided, however and notwithstanding the
prices specified in Section 5.2 above, that if Seller delivers such additional
parts of the type listed in Exhibit B, Program Parts List within (a) fifteen
(15) days of receipt of such Change Order, Seller shall be paid by Buyer the
price for such additional parts of the type listed in Exhibit B, Program Parts
List, as specified in Section 5.2 above, plus 17%, (b) after fifteen (15) days
but within thirty (30) days of such Change Order, Seller shall be paid by Buyer
the price for such additional parts of the type listed in Exhibit B, Program
Parts List, as specified in Section 5.2 above, or (c) after thirty (30) days of
such Change Order, Seller shall be paid the price for such additional parts of
the type listed in Exhibit B, Program Parts List, as specified in Section 5.2
above, minus 17%.

Notwithstanding the provisions of the previous paragraph, in the event that an
Unscheduled Outage has occurred and Seller fails, by the end of the second day
(as it may be extended pursuant to Article 15, Force Majeure) following Seller's
receipt of written notice of the Unscheduled Outage, to send a TFA Services
representative to the Site who can start providing TFA Services related to the
Combustion Turbine for the Unscheduled Outage, then, upon Seller's failure,
Buyer may obtain another qualified person at Buyer's cost to start providing TFA
Services related to the Combustion Turbine for the Unscheduled Outage. If Buyer
elects to exercise its right under the preceding sentence, Buyer shall take full
responsibility for any damage to the Facility or any adverse effects on the
warranties, expected lives, Unscheduled Outages, early Program Part replacements
and reduction in time intervals between Scheduled Outage expressed herein that
may be caused as a result thereof. In the event that (x) Buyer has exercised its
rights under the first sentence of this paragraph, (y) the Combustion Turbine
has been disassembled and is ready to be inspected to determine the cause of the
Unscheduled Outage, and (z) Seller has not provided TFA Services personnel to
assist with such inspection, then Seller shall be considered to have failed to
perform its material obligations under this Contract, and Buyer may elect to
terminate this Contract pursuant to Section 12.2, Termination for Seller's
Failure to Perform, hereof. In such case, unless Seller has made and is
continuing to make diligent efforts to cure such failure, then Seller shall have
waived its right to, and shall not be entitled to the benefits of, the cure
periods specified in Section 12.2.

5.4 Exclusivity of Obligations and Remedies. WITHOUT LIMITING THE WARRANTIES
SPECIFIED IN ARTICLE 8, HEREOF AND IN THE EPC CONTRACT, SELLER'S OBLIGATIONS SET
FORTH IN THIS ARTICLE WITH RESPECT TO UNSCHEDULED OUTAGES ARE EXCLUSIVE AND ARE
IN LIEU OF ALL OTHER OBLIGATIONS, WARRANTIES OR GUARANTEES, WHETHER STATUTORY,
EXPRESS, OR IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A

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PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE
OF TRADE). The remedies set forth in this, and discounts on any technical field
assistance services purchased by Buyer from Seller shall constitute Seller's
sole liability and Buyer's exclusive remedies for Unscheduled Outages whether
claims of the Buyer are based in contract, in tort (including negligence and
strict liability), or otherwise.

ARTICLE 6. CHANGES

6.1 Request For Changes. Buyer or Seller may request changes within the scope of
the Contract (a "Change") and, if accepted by the other party, the Fees set
forth in Exhibit E, performance, schedule, and other pertinent provisions of the
Contract will be adjusted by mutual agreement of the parties and documented in a
written "Change Order" prior to implementation of the change (or if the parties
are unable to agree on an equitable adjustment such equitable adjustment will be
determined pursuant to Section 16.5, Dispute Resolution, below).

6.2 Adjustment. Additional expenses incurred and time spent by Seller in
performing its Workscope Obligations due to (i) delays arising from a failure of
Buyer to meet its obligations under this Contract, whether through its own
performance or failure to perform, or through Buyer's other contractors' or
subcontractors' performance or failure to perform, and (ii) changes in Laws
after the date of the Contract, as applicable, will be treated as changes to the
scope of work and the Contract will be adjusted as set forth in the previous
paragraph. Seller shall use reasonable efforts and due diligence to mitigate the
effect of any such delays or changes in Laws on the performance of its Workscope
Obligations.

6.3 No Additional Compensation Changes. Seller may make a change(s) in its
Program Parts and Miscellaneous Hardware, Shop Repairs or Services supplied
hereunder without additional compensation from Buyer if such change(s) does not
adversely affect the warranties, the technical soundness of the work, the
schedule for the performance of the Workscope Obligations, or the operability of
the Project.

6.4 Changes in Operating Restrictions. The basis of this Contract is that each
Combustion Turbine shall be operated in accordance with the requirements of the
Power Purchase Agreement and Prudent Utility Practices, 8,000 EBH/year, with 100
Equivalent Starts per year, using natural gas fuel or liquid fuel and water in
accordance with the specifications set forth in Exhibit F, Fuel & Water
Specification, provided however Buyer shall not operate a Combustion Turbine
using liquid fuel for more than 45 days per year at base load or 60 days per
year at reduced load. Should the actual operations differ from these operating
parameters which causes a Schedule Outage to be planned/performed earlier or
later than as expected, then, pursuant to a Change Order, there shall be an
adjustment in the scope, schedule, and price to address such differences.

6.5 Scope Changes Due to Seller Error. Notwithstanding anything in this Article
6 to the contrary, no Change Order shall be issued and no adjustment of the
price, performance, schedule, and other pertinent provisions of the Contract
shall be made for Seller's correction of a warranty defect pursuant to Article
8, Warranties, below.

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ARTICLE 7. DELIVERY, TITLE, RISK OF LOSS AND TRANSPORTATION

7.1 Delivery of New Program Parts or Miscellaneous Hardware. "Delivery" of each
New Program Part, Miscellaneous Hardware supplied under this Contract shall be
made when said New Program Part, Miscellaneous Hardware, or component thereof
arrives free on board the carrier (FOB) at the Site. Subject to the provisions
of the immediately following paragraph, legal and equitable title, and risk of
loss or damage to each such New Program Part, Miscellaneous Hardware, or
component thereof shall pass from Seller to Buyer upon Delivery.

7.2 Shop Repaired Program Parts. Program Part(s) sent to Seller for Shop Repair
and Modernization or Program Part(s) and Miscellaneous Hardware being returned
pursuant to the provisions of Article 8, Warranty, or Article 9, Intellectual
Property, of the Contract will be delivered by Buyer at its expense to the
repair facility in the continental United States or Canada designated by Seller
where the work is to be performed. Title to such Program Part(s) or
Miscellaneous Hardware will remain at all times with Buyer. Risk of loss or
damage to such Program Part(s) or Miscellaneous Hardware will transfer to Seller
upon its arrival on board the carrier at the repair or manufacturing facility
and will transfer back to Buyer when said Program Part, Miscellaneous Hardware,
or component thereof arrives free on board the carrier (FOB) at the Site.

7.3 Transportation

A.     Transportation and Storage

       When items of New Program Parts or Miscellaneous Hardware are ready for
       shipment or Shop Repair is completed on Program Parts, Seller will (i) in
       the absence of shipping instructions, inform Buyer of pending shipment
       and Buyer will thereafter promptly give shipping instructions to Seller,
       (ii) determine the method of transportation and the routing of the
       shipment and (iii) ship the New Program Parts, Miscellaneous Hardware or
       Shop Repaired Program Parts freight and insurance in freight prepaid and
       included in the price by Normal Carriage as defined below to the Site.

       In the event that Buyer fails to provide Seller with timely shipping
       instructions or is unwilling or unable to timely receive the New Program
       Parts, Miscellaneous Hardware or Shop Repaired Program Parts, Seller
       will, upon notice to Buyer and after giving Buyer reasonable opportunity
       to designate a mutually acceptable alternate destination, place such New
       Program Parts, Miscellaneous Hardware, or Shop Repaired Program Parts in
       storage. If the New Program Parts, Miscellaneous Hardware or Shop
       Repaired Program Parts are to be placed into storage pursuant to this
       provision, delivery of the New Program Parts Miscellaneous Hardware or
       Shop Repaired Program Parts shall be deemed to occur when the New Program
       Parts, Miscellaneous Hardware or Shop Repaired Program Parts (i) are
       placed Free On Board the common carrier for shipment to the storage
       location or (ii) is placed into the storage location when stored in a
       Seller manufacturing or repair facility.



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       In the event of storage pursuant to the preceding paragraph, all expenses
       thereby incurred by Seller, including but not limited to, preparation for
       and placement into storage, handling, transportation, storage,
       inspection, preservation, taxes, insurance and any necessary
       rehabilitation prior to installation shall be payable by Buyer upon
       submission of invoices prepared by Seller, unless Buyer disputes that
       such New Program Part, Miscellaneous Hardware or Shop Repaired Program
       Part does not conform to Seller's warranty obligations under Article 8
       and Buyer is found to be correct in its dispute pursuant to Section 16.5,
       Dispute Resolution. When conditions permit and upon payment to Seller of
       any additional amounts due hereunder, Buyer shall arrange, at its
       expense, removal of New Program Parts, Miscellaneous Hardware or Shop
       Repaired Program Parts from storage.

B.     Normal Carriage

       Normal Carriage means carriage by either highway transport (provided this
       does not necessitate use of specialized riggers trailers) or by rail
       transport on normal routing from the manufacturing/repair facility to the
       Site as designated in Section 7.1or 7.2 above respectively.

C.     Special Transportation and Services

       If Buyer requests Seller to transport by other than Normal Carriage and
       Seller provides such transport by other than Normal Carriage for reasons
       other than delays attributable to Seller actually jeopardizing delivery
       of the New Program Part, Miscellaneous Hardware or Shop Repaired Program
       Part in accordance with Seller's Workscope Obligations, Buyer agrees to
       pay or to reimburse any transportation charges in excess of regular
       charges for Normal Carriage, including, but not limited to, excess
       charges for special routing, special trains, specialized riggers
       trailers, lighterage, barging and air transport.

ARTICLE 8. WARRANTIES

8.1 New Program Parts and Miscellaneous Hardware Warranty and Exclusive Remedy.
Seller warrants that the New Program Parts and Miscellaneous Hardware provided
to Buyer hereunder, including any New Program Part or Miscellaneous Hardware
repaired or replaced by Seller under this New Program Parts and Miscellaneous
Hardware Warranty, will be new and of a quality in accordance with Prudent
Utility Practices and free of defects in design, workmanship and materials until
the earlier of one (1) year from the date of installation of the original New
Program Part or Miscellaneous Hardware into the Combustion Turbine, 100
Equivalent Starts after installation of the original New Program Part or
Miscellaneous Hardware, 8,000 EBHs after installation of the original New
Program Part or Miscellaneous Hardware, or three (3) years from the date of
delivery of the original New Program Part or Miscellaneous Hardware in
accordance with the terms of this Contract; except that the warranties on all
New Program Parts and Miscellaneous Hardware shall expire no later than one year
after the conclusion of the Term of the Contract (the "New Program Parts and
Miscellaneous Hardware Warranty"). If during the New Program Parts and
Miscellaneous Hardware Warranty period, Seller is within a reasonable time after
discovery by Buyer notified in writing that a New Program Part fails to conform
to the


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New Program Parts and Miscellaneous Hardware Warranty, Seller will at its
expense (including any import duties, taxes, or fees, etc. imposed by applicable
governmental authorities), as soon as commercially reasonable, correct such
failure by, at Seller's option, repair or replacement. If Seller, in attempting
to correct such failure under this New Program Parts and Miscellaneous Hardware
Warranty, determines that such New Program Part or Miscellaneous Hardware cannot
be repaired, Seller will, as soon as commercially reasonable, correct such
failure by replacement.

8.2 Shop Repair Warranty and Exclusive Remedy. Seller warrants that the Shop
Repair work performed by Seller on Program Parts, including any repair of a
defective portion of a Shop Repair by Seller under this Shop Repair Warranty,
will be free of defects in workmanship until the earlier of one (1) year from
the date of installation of the original Shop Repaired Program Part into the
Combustion Turbine, 100 Equivalent Starts after installation of the original
Shop Repaired Program Part into the Combustion Turbine, 8,000 EBHs after
installation of the original Shop Repaired Program Part into the Combustion
Turbine or three (3) years from completion of the original Shop Repair; except
that the warranties on all Shop Repaired Program Parts shall expire no later
than one year after the conclusion of the Term of the Contract (the "Shop Repair
Warranty"). If during the Shop Repair Warranty period Seller is within a
reasonable time after discovery by Buyer notified in writing that a Shop
Repaired Program Part fails to conform to the Shop Repair Warranty, Seller will
at its expense (including any import duties, taxes, or fees, etc. imposed by
applicable governmental authorities) as soon as commercially reasonable, correct
such nonconformity by repair of the defective portion of the Shop Repaired
Program Part, or if such nonconformity cannot be repaired, Buyer shall be
entitled to a Parts Life Credit pursuant to Section 3.3.

8.3 Services Warranty and Exclusive Remedy. Seller warrants for each item of
Services provided hereunder that (i) the Services of its personnel will be
competent and consistent with Prudent Utility Practices, (ii) the technical
information, reports, analyses and recommendations transmitted by Seller in
connection therewith will be competent and consistent with Prudent Utility
Practices, (iii) the Services will comply in all material respects with Laws for
a period of one (1) year from the date of completion of that item of Services
and (iv) the Services will be free from defects in workmanship for one a period
of one (1) year from the date of completion of that item of Services; except
that the warranties on Services shall expire no later than one year after the
termination or conclusion of the Term (the "Services Warranty"). If during the
Services Warranty period Seller is notified by in writing, within a reasonable
amount of time after Buyer's discovery, that any portion of the Services fails
to conform to the Services Warranty, Seller will promptly reperform such
nonconforming portion of the Services at no additional cost or expense to Buyer.

8.4 Shop Repair Turn Around Time Warranty and Exclusive Remedy Seller warrants
that any Program Part removed during a Scheduled Outage and delivered by Buyer
to the repair or manufacturing facility designated by Seller for Shop Repair,
will be repaired and delivered by Seller, in accordance with Section 7.2 above,
("turned-around") within twenty-six (26) weeks of delivery of such Program Part
by Buyer to the repair or manufacturing facility designated by Seller. If a
Program Part removed during a Scheduled Outage and delivered by Buyer to the
repair or manufacturing facility designated by Seller for Shop Repair, is not
turned-around within



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twenty-six (26) weeks or Seller, at its option, does not provide a new Program
Part in lieu of the Program Part being Shop Repaired and an outage occurs which
requires the installation of such Program Part, then for each day of such outage
that such Program Part is not turned-around, Seller shall pay Buyer liquidated
damages in the amount of $10,000 per day. Seller's aggregate liquidated damage
payments pursuant to this Section 8.4 shall not exceed a maximum annual cap of
$250,000. If Seller reaches the maximum cap on aggregate liquidated damages
under this Section 8.4, or Section 14.2, and Seller still has not turned-around
such Program Part, Seller shall be considered to have failed to perform its
material obligations under this Contract, and Buyer may elect to terminate this
Contract pursuant to Section 12.2 hereof. In such case, unless Seller has made
and is continuing to make diligent efforts to cure such failure, then Seller
shall have waived its right to, and shall not be entitled to the benefits of,
the cure periods specified in Section 12.2.

8.5 Warranty Conditions. The warranties and remedies set forth herein and the
obligations and remedies set forth in Section 3.2 and Article 5, are conditioned
upon:

         (1)      Buyer's receipt, handling, storage, operation and maintenance
                  during any storage, operation and maintenance, including tasks
                  incident thereto, of the Project, including any Program Parts
                  and Miscellaneous Hardware, being in all material respects in
                  accordance with the terms of the Combustion Turbine
                  instruction manuals and operating criteria provided to Buyer
                  by the EPC Contractor or the original equipment manufacturer
                  subject to any mutually agreed upon variance thereto, and, to
                  the extent not inconsistent with the foregoing, in general
                  accordance with Prudent Utility Practices.

         (2)      the Combustion Turbine being operated using natural gas fuel
                  or liquid fuel (use of liquid fuel shall not exceed 45 days
                  base load operation or 60 days reduced load operation in any
                  given year) and water that are consistent with the
                  specifications set forth in Exhibit F, Fuel & Water
                  Specification and shall not have been subject to alteration,
                  abuse or misuse;

         (3)      any accidental damage to the Combustion Turbine being repaired
                  consistent with the original equipment manufacturer's
                  reasonable recommendations, and

         (4)      the Buyer, without cost to Seller:

                  (a)      providing working access to the non-conforming New
                           Program Parts, Miscellaneous Hardware, Shop Repaired
                           Program Parts or Services including disassembly and
                           reassembly of the Combustion Turbine;

                  (b)      providing reasonable access to plant and operating
                           and maintenance data;


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                  (c)      making its Site facilities and Site operators
                           available to assist Seller in the performance of its
                           warranty obligations, to the extent they are
                           reasonably available; and

                  (d)      unless otherwise provided as part of a Seller's
                           warranty obligation, hiring Seller to provide TFA
                           Services, Program Parts, Shop Repairs and
                           Miscellaneous Hardware required to disassemble the
                           Combustion Turbine, to repair, and install or replace
                           the Program Parts or Miscellaneous Hardware in the
                           Combustion Turbine after it has been disassembled and
                           to reassemble the Combustion Turbine.

8.6 Exclusivity of Warranties and Remedies. THE WARRANTIES SET FORTH IN THIS
ARTICLE ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY,
EXPRESS, OR IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE
OF TRADE). The remedies set forth in this Article by correction of
non-conformities in the manner and for the period of time provided shall
constitute Seller's sole liability and Buyer's exclusive remedies for failure of
Seller to meet its warranty obligations whether claims of the Buyer are based in
contract, in tort (including negligence and strict liability), or otherwise.

8.7 Relationship to EPC Contract. Seller and Buyer acknowledge and agree that
the warranties, remedies and other benefits provided by Seller to Buyer under
this Contract are independent of and complimentary to the warranties, remedies
and other benefits provided by EPC Contractor to Buyer under the EPC Contract.

ARTICLE 9. INTELLECTUAL PROPERTY

9.1 Patent, Copyright, or Trade Secret Infringement. Seller will, at its own
expense, defend or at its option settle any suit or proceeding brought against
Buyer in so far as it is based on an allegation that any Program Parts,
Miscellaneous Hardware or any of the processes used by Seller used in connection
with the Shop Repairs or Services, supplied by Seller hereunder or use thereof
for its intended purpose, constitutes an infringement of any United States
patent, copyright or trade secret, if Seller is notified promptly in writing and
given authority, information and reasonable assistance in a timely manner for
the defense of said suit or proceeding. Seller will pay the damages and costs
awarded in any such suit or proceeding. Seller will not be responsible for any
settlement of such suit or proceeding made without its prior written consent. In
case the Program Parts, Miscellaneous Hardware or processes used by Seller in
connection with the Shop Repairs or Services supplied by Seller hereunder, as a
result of any such suit or proceeding, is held to constitute infringement of any
United States patent, copyright or trade secret, or its use by Buyer is
enjoined, Seller will, at its option and its own expense, either: (a) procure
for Buyer the right to continue using said Program Part, but still satisfy
Seller's Workscope Obligations, Miscellaneous Hardware or process, at no
additional cost to Buyer; (b) replace it with substantially equivalent
noninfringing Program Part, Miscellaneous Hardware or process; or (c) modify it
so it becomes noninfringing.


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9.2 Limitation of Intellectual Property Obligations. Seller will have no duty or
obligation to Buyer under this Article to the extent that the Program Parts,
Miscellaneous Hardware or any of the processes used by Seller in connection with
the Shop Repairs or Services supplied by Seller hereunder is (a) supplied
according to Buyer's design or instructions wherein compliance therewith has
caused Seller to deviate from its normal course of performance; provided that,
prior to deviating in such a manner from its normal course of performance,
Seller has given Buyer written notice of such deviation and the resulting effect
on Seller's obligations hereunder, (b) modified by Buyer or its contractors
after delivery, or (c) combined by Buyer or its contractors with items not
furnished hereunder or under the EPC Contract and by reason of said design,
instruction, modification, or combination a suit is brought against Buyer. In
addition, if by reason of such design, instruction, modification or combination,
a suit or proceeding is brought against Seller, Buyer shall protect Seller in
the same manner and to the same extent that Seller has agreed to protect Buyer
under the provisions of Section 9.1 above.

9.3 Exclusivity of Duties and Remedies. THIS ARTICLE IS AN EXCLUSIVE STATEMENT
OF ALL THE OBLIGATIONS OF THE PARTIES, RELATING TO PATENTS, COPYRIGHTS OR TRADE
SECRETS AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF AND OF ALL THE REMEDIES
OF BUYER RELATING TO ANY CLAIMS, SUITS, OR PROCEEDINGS INVOLVING PATENTS,
COPYRIGHTS OR TRADE SECRETS. Compliance with this Article as provided herein
shall constitute fulfillment of all liabilities of the parties under the
Contract with respect to patents, copyrights or trade secrets.

ARTICLE 10. COMPLIANCE WITH LAWS

10.1 Generally. Subject to the provisions of Section 10.2, Seller shall at all
times comply, and shall assure that the Program Parts, Miscellaneous Hardware,
Shop Repairs and Services supplied by Seller, at the time of Delivery or
performance comply in all material respects with all Laws applicable to the
design, manufacture of the Program Parts and Miscellaneous Hardware, the Shop
Repair of Program Parts, and the performance by Seller of its other obligations
hereunder.

10.2 Changes in Law, etc. Without limiting Article 8 hereof, in the event that
any change in Laws enacted or otherwise approved after the date of this Contract
requires or makes necessary any modifications to the Workscope Obligations
including a change in Law which necessitates Buyer or Seller to vary from the
instruction manuals and operating criteria provided to Buyer by the EPC
Contractor or the original equipment manufacturer, Buyer or Seller, as the case
may be, shall reasonably promptly notify the other thereof in writing upon its
discovery of such change in Laws. If any such modification is required by any
changes in Laws, Seller shall make such modification provided such modification
is reasonably technically feasible, and if such modification increases Seller's
cost of providing the Workscope Obligations, or delays Seller's schedule or
affects any other provision of this Contract, the parties shall negotiate in
good faith and enter into a Change Order in accordance with the provisions of
Section 6.2 above (For changes in Law which necessitate Buyer or Seller to vary
from the instruction manuals and


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operating criteria provided to Buyer by the EPC Contractor or the original
equipment manufacturer, Buyer and Seller shall mutually agree in writing to such
variance and shall thereafter comply with such instruction manuals and operating
criteria with the variance applied.). Seller shall use reasonable efforts and
due diligence to mitigate the effect of any such changes in Laws on the
performance of its Workscope Obligations and the cost thereof to Buyer.

ARTICLE 11. INSURANCE

11.1 Seller's Insurance. Without limiting Seller's liability under the Contract,
Seller shall self insure or maintain in full force and effect during the term of
this Contract with insurance companies authorized to do business in the
Commonwealth of Pennsylvania and reasonably satisfactory to Buyer, the insurance
described below with coverage at levels normal in the ordinary course of its
business, but at levels no less than the minimums indicated, and shall provide
to Buyer certificates evidencing such coverages:

                  (a) Commercial general liability insurance, including bodily
         injury, property damage, owners and contractors protective,
         products/completed operations, contractual, and personal injury
         liability, with a combined single limit of $1,000,000 US per occurrence
         with a $2,000,000 US annual aggregate;

                  (b) Umbrella excess liability coverage providing excess
         general liability, automobile, liability and employer's liability with
         a combined single limit of $5,000,000 US;

                  (c) Workers' Compensation insurance with statutory limits, and
         Employers Liability insurance with limits of not less than $1,000,000
         per accident; and

                  (d) Business automobile liability insurance covering owned,
         non-owned and hired automobiles for a combined single limit of
         $1,000,000 per occurrence with a $2,000,000 annual aggregate.

11.2 Buyer's Insurance. Without limiting Buyer's liability under this Contract,
Buyer shall maintain in full force and effect during the term of this Contract
with insurance companies authorized to do business in the Commonwealth of
Pennsylvania and reasonably satisfactory to Seller, the insurance described
below, with coverage at levels normal in the ordinary course of its business,
but at levels no less than the minimums indicated, and shall provide to Seller
certificates evidencing such coverages:

                  (a) Property insurance, including boiler and machinery
         coverage covering all real and personal property of Buyer on a 100%
         replacement cost basis and business interruption insurance coverage to
         cover "Gross Earnings," which will include net profit, all fixed
         expenses and interest, for twelve (12) months;

                  (b) Commercial general liability insurance, including bodily
         injury, property damage, owners and contractors protective,
         products/completed operations, contractual,


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         and personal injury liability, with a combined single limit of
         $1,000,000 US per occurrence with a $2,000,000 US annual aggregate;

                  (c) Umbrella excess liability coverage providing excess
         general liability, automobile, liability and employer's liability with
         a combined single limit of $5,000,000 US;

                  (d) Workers' Compensation insurance with statutory limits, and
         Employers Liability insurance with limits of not less than $1,000,000
         per accident; and

                  (e) Business automobile liability insurance covering owned,
         non-owned and hired automobiles for a combined single limit of
         $1,000,000 per occurrence with a $2,000,000 annual aggregate.

11.3 Policies. Seller agrees to cause the insurance policy specified in Section
11.1(c) above to include a waiver of subrogation rights against Buyer. Buyer
agrees to cause the insurance policies specified in Sections 11.2(a) and 11.2(d)
to include waivers of subrogation rights against Seller.

11.4 Bearing On Other Contractual Rights and Obligations. The maintenance by
Seller and Buyer of the insurance described in this Article shall not relieve
Seller or Buyer, as applicable, of any liability or obligation to the other
under this Contract including without limitation Articles 9 and 13.


ARTICLE 12. TERMINATION

12.1 Termination for Seller's Inability to Perform. If any proceeding is
instituted against Seller seeking to adjudicate Seller as a bankrupt or
insolvent, or if Seller makes a general assignment for the benefit of its
creditors, or if a receiver is appointed on account of the insolvency of Seller,
or if Seller files a petition seeking to take advantage of any other Law
relating to bankruptcy, insolvency, reorganization, winding up or composition or
readjustment of debts and, in the case of any such proceeding instituted against
Seller (but not by Seller) if such proceeding is not dismissed within forty-five
(45) Days of such filing, Buyer may terminate this Contract by written notice to
Seller.

12.2 Termination for Seller's Failure to Perform. Buyer may terminate this
Contract by written notice to Seller, if Seller fails to perform or observe in
any material respect any provision of this Contract and (a) fails to promptly
commence to cure and diligently pursue the cure of such failure or (b) fails to
remedy any such failure within (i) forty-five (45) Days after Seller receives
written notice of such failure, provided that if Seller diligently pursues the
cure of such failure in such a manner and within such time to avoid any material
adverse effect on the Project or Buyer's rights hereunder or under the Power
Purchase Agreement, or if a material adverse effect cannot be avoided, in such a
manner and within such time so that the expected effects of such cure are in all
respects no more adverse to the Project and Buyer's rights hereunder


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and under the Power Purchase Agreement than the expected effects of terminating
this Contract and pursuing any or all other options that may be available to
Buyer, such longer period, not to exceed one hundred eighty (180) Days as may be
necessary for Seller to cure such failure. In addition, Buyer may terminate this
Contract if (i) Buyer terminates the EPC Contract due to the EPC Contractor's
default thereunder or due to Buyer's inability to obtain construction financing
or environmental operating permits for the Project or (ii) the EPC Contractor
terminates the EPC Contract for any reason other than Buyer's default
thereunder.

12.3 Buyer's and Seller's Rights and Obligations when Buyer Terminates for
Seller's Inability or Failure to Perform. If Buyer elects to terminate this
Contract pursuant to Section 12.1 or 12.2, Seller shall be entitled to retain or
receive only those amounts paid or payable hereunder at the time of termination
for any Workscope Obligations which Seller had manufactured or performed at the
time of termination. Upon such a termination, Seller shall stop work on the
terminated portion of this Contract and place no further orders or lower tier
subcontracts for such terminated portion. Seller shall protect Buyer's property
which is in Seller's possession, and shall direct suppliers and subcontractors
on orders or subcontracts outstanding to do the same. Upon Buyer's instructions,
Seller shall transfer title to and deliver any New Program Parts and
Miscellaneous Hardware paid for by Buyer as provided in this Section 12.3, which
are in the possession of Seller, its suppliers or subcontractors, at the time of
such termination, and shall deliver any of Buyer's property which is in the
possession of Seller, its suppliers or subcontractors at the time of such
termination. The cost of such delivery will be paid by Seller. No further rights
or obligations shall exist between the parties with respect to this Contract
except for any accrued claims existing at the time of such notice of termination
and those rights that expressly survive, per Section 16.22, Survival.

12.4 Termination for Buyer's Convenience. After completion of the first Major
Outage of both Combustion Turbine Generators Buyer may, at its sole option,
terminate this Contract in whole or in part, at any time for Buyer's
convenience, by written notice to Seller. In addition this Contract will
automatically terminate if (i) Buyer terminates the EPC Contract for reasons
other than (a) the default of the EPC Contractor and (b) Buyer's inability to
obtain construction financing or environmental operating permits for the Project
or (ii) the EPC Contractor terminates the EPC Contract for Buyer's default
thereunder.

12.5 Buyer's and Seller's Rights and Obligations when Buyer Terminates for its
Convenience Upon Buyer's termination pursuant to Section 12.4, Seller shall stop
work on the terminated portion of this Contract and place no further orders or
lower tier subcontracts for such terminated portion. Seller shall protect
Buyer's property which is in Seller's possession, and shall direct suppliers and
subcontractors on orders or subcontracts outstanding to do the same. Upon
Buyer's instructions, Seller shall transfer title to and deliver any New Program
Parts and Miscellaneous Hardware paid for by Buyer as provided in this Section
12.5, which are in the possession of Seller, its suppliers or subcontractors, at
the time of such termination, and shall deliver any of Buyer's property which is
in the possession of Seller, its suppliers or subcontractors at the time of such
termination. Within one (1) month after receipt of such notice of termination,
Seller will submit to Buyer in writing its claim for reimbursement of reasonable
costs incurred from the termination. Such claim, which may include termination
costs, if any, from lower tier


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subcontractors, shall follow the requirements hereinafter set forth. If the
parties cannot agree within 45 days after receipt of such notice of termination
upon the fair compensation to Seller, Buyer will pay Seller within 60 days after
receipt of such notice of termination, without duplication:

         (a)      The Fees due and payable for Workscope Obligations already
                  performed by Seller and received by Buyer at the time of which
                  have not previously been paid by Buyer.

         (b)      Reasonable state of completion expenses for Program Parts,
                  Miscellaneous Hardware, Shop Repairs and Services performed by
                  Seller at the time of such termination, including reasonable
                  overhead and profit.

         (c)      Reasonable expenses actually incurred by Seller and approved
                  in writing by Buyer in settling Seller's terminated orders and
                  subcontracts hereunder and the protection of property in which
                  Buyer has or may have an interest, including reasonable
                  overhead and profit.

         (d)      Reasonable expenses of demobilization, equipment storage,
                  transportation, and handling, including reasonable overhead
                  and profit.

Payments under this Section, together with all payments made under this Contract
prior to the termination, shall in no event exceed the Contract Price. If there
is a dispute as to the reasonableness of expenses listed in items (a) - (d)
above such dispute shall be resolved in accordance with Section 16.5.2. Seller
shall use reasonable efforts and due diligence to mitigate the effect of any
such termination of its Workscope Obligations and the cost thereof to Buyer. No
further rights or obligations shall exist between the parties with respect to
this Contract except for any accrued claims existing at the time of such notice
of termination and those rights that expressly survive, per Section 16.22,
Survival.

12.6 Termination by Seller. If, (i) with respect to any invoice delivered
pursuant to Section 4.3, Buyer neither makes payment thereon in accordance with
Section 4.4 nor provides a notice of dispute relating thereto in accordance with
Section 4.5, in either case within the twenty-five (25) Day period provided in
such Sections, (ii) a proceeding is instituted against Buyer seeking to
adjudicate Buyer as a bankrupt or insolvent and such proceeding is not dismissed
within forty-five (45) Days of such filing, (iii) Buyer makes a general
assignment for the benefit of its creditors, (iv) a receiver is appointed on
account of the insolvency of Buyer, or (v) Buyer files a petition seeking to
take advantage of any other Law relating to bankruptcy, insolvency,
reorganization, winding up or composition or readjustment of debts, then Seller
may at its option terminate this Contract by written notice to Buyer; provided
that, no such termination notice shall be effective if Buyer pays the amount due
within ninety (90) Days of Buyer's receipt of such notice.

12.7 Buyer's and Seller's Rights and Obligations when Seller Terminates. Upon
Seller's termination pursuant to Section 12.6, Seller shall stop work on the
terminated portion of this


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Contract and place no further orders or lower tier subcontracts for such
terminated portion. Seller shall protect Buyer's property which is in Seller's
possession, and shall direct suppliers and subcontractors on orders or
subcontracts outstanding to do the same. Upon Buyer's instructions, Seller shall
transfer title to and deliver any New Program Parts and Miscellaneous Hardware
paid for by Buyer as provided in this Section 12.7, which are in the possession
of Seller, its suppliers or subcontractors, at the time of such termination, and
shall deliver any of Buyer's property which is in the possession of Seller, its
suppliers or subcontractors at the time of such termination. Within one (1)
month after receipt of such notice of termination, Seller will submit to Buyer
in writing its claim for reimbursement of reasonable costs incurred from the
termination. Such claim, which may include termination costs, if any, from lower
tier subcontractors, shall follow the requirements hereinafter set forth. If the
parties cannot agree within 45 days after receipt of such notice of termination
upon the fair compensation to Seller, Buyer will pay Seller within 60 days after
receipt of such notice of termination, without duplication:

         (a)      The Fees due and payable for Workscope Obligations already
                  performed by Seller and received by Buyer at the time of which
                  have not previously been paid by Buyer.

         (b)      Reasonable state of completion expenses for Program Parts,
                  Miscellaneous Hardware, Shop Repairs and Services performed by
                  Seller at the time of such termination, including reasonable
                  overhead and profit.

         (c)      Reasonable expenses actually incurred by Seller and approved
                  in writing by Buyer in settling Seller's terminated orders and
                  subcontracts hereunder and the protection of property in which
                  Buyer has or may have an interest, including reasonable
                  overhead and profit.

         (d)      Reasonable expenses of demobilization, equipment storage,
                  transportation, and handling, including reasonable overhead
                  and profit.


Payments under this Section, together with all payments made under this Contract
prior to the termination, shall in no event exceed the Contract Price. If there
is a dispute as to the reasonableness of expenses listed in items (a) - (d)
above such dispute shall be resolved in accordance with Section 16.5.2. Seller
shall use reasonable efforts and due diligence to mitigate the effect of any
such termination of its Workscope Obligations and the cost thereof to Buyer. No
further rights or obligations shall exist between the parties with respect to
this Contract except for any accrued claims existing at the time of such notice
of termination and those rights that expressly survive, per Section 16.22,
Survival.

12.8 Exclusivity of Rights and Remedies. WITH THE EXCEPTION OF THOSE RIGHTS AND
REMEDIES THAT EXPRESSLY SURVIVE PURSUANT TO SECTION 16.22 ,THIS ARTICLE IS AN
EXCLUSIVE STATEMENT OF ALL THE RIGHTS, DUTIES AND OBLIGATIONS OF THE PARTIES
RELATING TO, AND OF ALL THE REMEDIES


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RELATING TO, TERMINATION. Compliance with this Article as provided herein shall
constitute fulfillment of all liabilities of the parties under the Contract with
respect to termination.


ARTICLE 13. INDEMNIFICATION

13.1 Seller's Indemnity. To the fullest extent permitted by Law, Seller shall
defend, indemnify and hold harmless Buyer from and against liability resulting
from injury to or death of persons and from damage to or loss of third party
property, caused by or arising in whole or in part out of, but only to the
extent of the negligent acts or omissions of Seller while performing Services at
the Site. Seller's indemnity obligation under this Section 13.1 shall not apply
to any liabilities arising out of or relating to events or circumstances
occurring more than one (1) year after end of the Term of the Contract.

13.2 Buyer's Indemnity. To the fullest extent permitted by Law, Buyer shall
defend, indemnify and hold harmless Seller from and against liability resulting
from injury to or death of persons and from damage to or loss of third party
property, caused by or arising in whole or in part out of, but only to the
extent of the negligent acts or omissions of Buyer while performing its
obligations under the Contract or while otherwise operating and maintaining the
Project. Buyer's indemnity obligation under this Section 13.2 shall not apply to
any liabilities arising out of or relating to events or circumstances occurring
more than one (1) year after end of the Term of the Contract.

ARTICLE 14. LIMITATION OF LIABILITY

14.1 No Consequential Damages. EACH PARTY AGREES THAT, EXCEPT TO THE EXTENT
LIQUIDATED DAMAGES PROVIDED HEREIN ARE SO CONSIDERED, NEITHER SELLER, NOR ITS
SUPPLIERS, NOR BUYER WILL UNDER ANY CIRCUMSTANCES BE LIABLE UNDER ANY THEORY OF
RECOVERY, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT
LIABILITY), UNDER WARRANTY, OR OTHERWISE, FOR: ANY INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER; DAMAGE TO OR LOSS OF PROPERTY OR
EQUIPMENT; LOSS OF PROFITS OR REVENUE; LOSS OF USE OF MATERIAL, EQUIPMENT OR
POWER SYSTEM; INCREASED COSTS OF ANY KIND, INCLUDING BUT NOT LIMITED TO CAPITAL
COST, FUEL COST AND COST OF PURCHASED OR REPLACEMENT POWER; OR CLAIMS OF
CUSTOMERS OF BUYER.

14.2 Exclusive Remedy and Cap on Liability. BUYER EXPRESSLY AGREES THAT THE
REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND THAT UNDER NO CIRCUMSTANCES SHALL THE
TOTAL AGGREGATE LIABILITY OF SELLER ARISING OUT OF ALL OBLIGATIONS HEREUNDER,
WITH THE EXCEPTION OF SELLER'S OBLIGATIONS UNDER SECTION 9.1, 13.1, 16.2.5 AND
16.23, DURING A GIVEN YEAR UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN
CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER WARRANTY,
OR OTHERWISE, EXCEED ONE HUNDRED PERCENT (100%) OF THE TOTAL PRICE PAYABLE TO
SELLER FOR THAT GIVEN YEAR UNDER THIS CONTRACT. BUYER FURTHER EXPRESSLY AGREES
THAT UNDER NO CIRCUMSTANCES SHALL THE TOTAL AGGREGATE LIABILITY OF SELLER FOR
LIQUIDATED DAMAGES UNDER SECTION 8.4 DURING A GIVEN YEAR UNDER ANY THEORY OF
RECOVERY, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT
LIABILITY), UNDER WARRANTY, OR


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OTHERWISE, EXCEED TWENTY PERCENT (20%) OF THE TOTAL PRICE PAYABLE TO SELLER FOR
THAT GIVEN YEAR UNDER THIS CONTRACT. BUYER FURTHER EXPRESSLY AGREES THAT UNDER
NO CIRCUMSTANCES SHALL THE TOTAL AGGREGATE LIABILITY OF SELLER ARISING OUT OF
ALL OBLIGATIONS HEREUNDER, WITH THE EXCEPTION OF SELLER'S OBLIGATIONS UNDER
SECTIONS 9.1, 13.1, 16.2.5 AND 16.23, UNDER ANY THEORY OF RECOVERY, WHETHER
BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER
WARRANTY, OR OTHERWISE, EXCEED FIFTY PERCENT (50%) OF THE TOTAL PRICE PAYABLETO
SELLER UNDER THIS CONTRACT.

14.3 Extent of Waivers. THE WAIVERS AND DISCLAIMERS OF LIABILITY, RELEASES FROM
LIABILITY, AND LIMITATIONS ON LIABILITY EXPRESSED IN THIS ARTICLE SHALL EXTEND
TO THE PARTNERS, PRINCIPALS, SHAREHOLDERS,

DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF SELLER AND ITS AFFILIATES OR
SUCCESSORS.

14.4 Extent of Conflicts. THE PROVISIONS OF THIS ARTICLE SHALL PREVAIL OVER ANY
CONFLICTING OR INCONSISTENT PROVISIONS SET FORTH ELSEWHERE IN THIS CONTRACT.

ARTICLE 15. FORCE MAJEURE

15.1 Excuse by Force Majeure. Neither party will be liable for failure to
perform any obligation or delay in performance, excluding payment, to the extent
such failure or delay is caused by any act or event beyond the reasonable
control of the affected party or Seller's Suppliers; provided such act or event
is not the fault or the result of negligence of the affected party and such
party has been unable by exercise of reasonable diligence to overcome or
mitigate the effects of such act or event ("Force Majeure"). Force Majeure
includes, without limitation, any act of God; act of civil or military
authority; act of war whether declared or undeclared; act (including delay,
failure to act, or priority) of any governmental authority; civil disturbance;
insurrection or riot; sabotage; fire; inclement weather conditions; earthquake;
flood; strikes, work stoppages or other labor difficulties of a regional or
national character which are not limited to only the employees of Seller or its
subcontractors or suppliers and which are not due to the breach of an applicable
labor contract by the party claiming Force Majeure; embargo; fuel or energy
shortage; delay or accident in shipping or transportation to the extent
attributable to another Force Majeure; changes in Laws which substantially
prevents a party from complying with its obligations in conformity with its
requirements under this Contract or failure or delay beyond its reasonable
control in obtaining necessary manufacturing facilities, labor, or materials


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from usual sources to the extent attributable to another Force Majeure; or
failure of any principal contractor to provide equipment to the extent
attributable to another Force Majeure. Force Majeure shall not include: (1)
economic hardship, (2) changes in market conditions, or (3) except due to an
event of Force Majeure, late delivery of Program Parts or Other Equipment.

15.2 Effect of Force Majeure. In the event of a delay in performance excusable
under this Article, the date of Delivery or time for performance of the work
will be extended by a period of time reasonably necessary to overcome the effect
of such Force Majeure and if the Force Majeure lasts for a period longer than
thirty (30) days and such delay directly increases Seller's costs or expenses,
Buyer, after reviewing Seller's additional direct costs and expenses, will
reimburse Seller for its reasonable additional direct costs and expenses
incurred after thirty (30) days from the beginning of the Force Majeure
resulting from said delay. Buyer's may, as part of its review, audit Seller's
additional direct costs and expenses; provided such audit is conducted by
Seller's independent accounting firm used for Corporate Accounts and is done
without unreasonably disrupting Seller's normal business operations.

ARTICLE 16. MISCELLANEOUS

16.1 Cooperation In Financing. Subject to the obligations specified below in
Section 16.2, Seller shall furnish to Purchaser such information, consents,
certifications, opinions of counsel and other documents or assistance as may
reasonably be requested by the parties providing financing to the Project.

16.2 Proprietary Information.

16.2.1 Proprietary Interest. Seller may have a proprietary interest in
information that may be furnished pursuant to the Contract including Seller's
proposal and the Contract itself ("information which Seller may have a
proprietary interest in" includes any information which provides Seller a
competitive advantage in the marketplace in the field of design, engineering,
manufacturing, operation, maintenance, procurement and construction of power
generation, transmission and distribution facilities.). Buyer will keep in
confidence and will not disclose any such information which is specifically
designated as being proprietary to Seller in writing, or if given orally and
designated as proprietary at such time, reduced to writing within a reasonable
amount of time thereafter, without the prior written permission of Seller or use
any such information for other than the purpose for which it is supplied. The
provisions of this paragraph shall not apply to information, notwithstanding any
confidential designation thereof, which is known to Buyer without any
restriction as to disclosure or use at the time it is furnished, which is or
becomes generally available to the public without breach of any agreement, or
which is received from a third party without limitation or restriction on said
third party or Buyer at the time of disclosure, or which is developed
independently by Buyer. Notwithstanding the foregoing, Buyer may disclose
information which it receives from Seller, which Seller has a proprietary
interest in, to the (i) entities providing construction or term financing,
including an independent engineering firm acting on behalf of such entities (the
"Independent Engineer"); provided such entities are not in competition with
Seller in Seller's power generation, distribution and transmission business,
(ii) to GPU, or (iii) any of Buyer's Affiliates; provided


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such entities or GPU have entered into a confidentiality agreement with Buyer
that is reasonably acceptable to Seller.

Notwithstanding any other provision of this Section 16.2.1, (a) Buyer shall be
permitted to summarize the material terms and conditions of this Contract for
purposes of including such summary in any offering statements or similar
disclosure documents relating to the financing of the Facility ( "Offering
Statements"), which will be provided to credit rating agencies ("Rating Agency")
that may provide a rating for such debt and to prospective purchasers of such
debt ("Offerees") and (b) the Independent Engineer may utilize certain
information relating to the Project in a report ("Report") which will be
included in such Offering Statement; provided, however, that prior to the
distribution of the summary referred to in clause (a) above and the Report
referred to in clause (b) above to any Rating Agency or Offerees, Buyers shall
provide Seller a copy thereof and Seller have a reasonable period of time to
review and provide comments thereon to Buyer in the case of the summary and
Buyer and the Independent Engineer in the case of the Report. Buyer shall give
due consideration to such comments in finalizing the summary and shall cause the
Independent Engineer to give due consideration to such comments in finalizing
the Report, in both cases in light of Seller's interest in protecting its
proprietary information and in light of Buyer's and the Independent Engineer's
disclosure obligations under applicable securities laws and Buyer shall use its
best efforts to prevent inclusion of the pricing and any individual parts life
provisions of this Contract in any such summary or Report. The parties shall
attempt in good faith to resolve any disagreement concerning information to be
included in such summary and Report. No Offeree shall be given a copy of this
Contract but an Offeree may inspect a copy of this Contract at the offices of
Owner or its designee provided that such Offeree has entered into an appropriate
confidentiality agreement and such Offeree is not in competition with Seller in
Seller's power generation, distribution and transmission business.

16.2.2 Indemnity. Buyer shall indemnify and hold Seller harmless for any direct
liability suffered by Seller as a result of Buyer's disclosure to third parties
or Buyer's improper use of the proprietary information.

16.2.3 Disclosure Pursuant to Government Mandate. When required by appropriate
governmental authority, including governmental regulations, applicable law or
regulation, by order of a court of competent jurisdiction or lawful subpoena
(hereinafter collectively referred to as "Governmental Authority"), Buyer may
disclose such proprietary information to such Governmental Authority; provided,
however, that prior to making any such disclosure, Buyer will: (a) provide
Seller with timely advance written notice of the proprietary information
requested by such Governmental Authority and Buyer's intent to so disclose; (b)
minimize the amount of proprietary information to be provided consonant with the
interests of Seller and its Suppliers and the requirements of the Governmental
Authority involved; and (c) make every reasonable effort (which shall include
participation by Seller in discussions with the Governmental Authority involved
but shall not include Buyer incurring costs or expenses unless requested by the
Seller pursuant to the next sentence) to secure confidential treatment and
minimization of the proprietary information to be provided. In the event that
efforts to secure confidential treatment are unsuccessful, Seller shall have the
prior right to revise such


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information to minimize the disclosure of such information in a manner consonant
with its interests and the requirements of the Governmental Authority involved.

16.2.4 Proprietary Interest. Buyer may have a proprietary interest in
information that may be furnished pursuant to the Contract including the
Contract itself ("information which Buyer may have a proprietary interest in"
includes any information which provides Buyer a competitive advantage in the
marketplace in the field of development and ownership of power generation,
transmission and distribution facilities.). Seller will keep in confidence and
will not disclose any such information which is specifically designated as being
proprietary to Buyer without the prior written permission of Buyer or use any
such information for other than the purpose for which it is supplied. The
provisions of this paragraph shall not apply to information, notwithstanding any
confidential designation thereof, which is known to Seller without any
restriction as to disclosure or use at the time it is furnished, which is or
becomes generally available to the public without breach of any agreement, or
which is received from a third party without limitation or restriction on said
third party or Seller at the time of disclosure, or which is developed
independently by Seller. Notwithstanding the foregoing, Seller may disclose
information which it receives from Buyer, which Buyer has a proprietary interest
in, to any of Seller's Affiliates; provided such entities have entered into a
confidentiality agreement with Seller that is reasonably acceptable to Buyer.

16.2.5 Indemnity. Seller shall indemnify and hold Buyer harmless for any
liability suffered by Buyer as a result of Seller's disclosure to third parties
or improper use of the proprietary information.

16.2.6 Disclosure Pursuant to Government Mandate. When required by appropriate
governmental authority, including governmental regulations, applicable law or
regulation, by order of a court of competent jurisdiction or lawful subpoena
(hereinafter collectively referred to as "Governmental Authority"), Seller may
disclose such proprietary information to such Governmental Authority; provided,
however, that prior to making any such disclosure, Seller will: (a) provide
Buyer with timely advance written notice of the proprietary information
requested by such Governmental Authority and Seller's intent to so disclose; (b)
minimize the amount of proprietary information to be provided consonant with the
interests of Buyer and the requirements of the Governmental Authority involved;
and (c) make every reasonable effort (which shall include participation by Buyer
in discussions with the Governmental Authority involved but shall not include
Seller incurring costs or expenses unless requested by the Buyer pursuant to the
next sentence) to secure confidential treatment and minimization of the
proprietary information to be provided. In the event that efforts to secure
confidential treatment are unsuccessful, Buyer shall have the prior right to
revise such information to minimize the disclosure of such information in a
manner consonant with its interests and the requirements of the Governmental
Authority involved.

16.3 Subcontractors. Seller shall have the right to have individual items of the
Program Parts or Miscellaneous Hardware supplied to it or Services performed by
subcontractors or subvendors, provided that no such subcontractor or subvendor
is intended to be or shall be deemed a third-party beneficiary of this Contract.
Notwithstanding the foregoing, no


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arrangements between Seller and any subcontractor or subvendor shall create any
contractual relationship between any subcontractor or vendor and Buyer or
relieve Seller from any of its obligations hereunder. Seller shall be solely
responsible for the engagement and management of subcontractors and subvendors
in the performance of work, for all work performed and items provided by
subcontractors and vendors and for all acts and omissions of subcontractors and
vendors. For work performed at the Site, if Buyer requests an employee,
subcontractor or subvendor be removed for cause and demonstrates reasonable
grounds for such request, Seller shall remove such employee, subcontractor or
subvendor and shall not allow such person or entity to participate further in
the performance of Services under this Contract.

16.4 Third Parties. Except as otherwise expressly provided in this Contract,
nothing in this Contract shall be construed to create any duty to, standard of
care with respect to or any liability to any person who is not a party to this
Contract.

16.5 Dispute Resolution.

16.5.1 Formal Dispute Resolution Process In the event a dispute arises between
Seller and Buyer regarding the application or interpretation of any provision of
this Contract, the aggrieved party shall promptly notify the other party and the
Parties shall negotiate in good faith and attempt to resolve such dispute. If
the parties shall have failed to resolve the dispute within thirty (30) Days
after delivery of such notice, each party shall have the right to require, by
written notice to the other party containing a brief description of the dispute,
that each party nominate and have a senior officer of its management meet with
the other party's nominated senior officer at the Site, or at any other mutually
agreed to location, within fifteen (15) Days of such request,  in order to
attempt to resolve the dispute. Should the Parties be unable to resolve the
dispute to their mutual satisfaction within fifteen (15) days after such
meeting, each party shall have the right to pursue any and all remedies
available to it at law or in equity.

16.5.2 Independent Expert Dispute Resolution Process If any dispute hereunder
involves technical issues, either party could request that such matter be
referred to a mutually acceptable independent expert for resolution in an
expedited manner pursuant to procedures and timing to be mutually agreed upon by
the Parties; provided, that if the other party does not agree to such request or
the Parties are unable to reach an agreement on such independent expert or such
governing procedures (in each case in the sole discretion of each party) in any
case within thirty (30) Days after the initial request, then either party may
require that the dispute be submitted to resolution pursuant to Section 16.5.1.
The findings of any such mutually acceptable independent expert with respect to
any technical issues so presented to it for resolution hereunder shall be
binding upon the Parties.

16.5.3 Performance During Dispute During the pendency of a dispute, neither
party shall be entitled to terminate or suspend its performance under this
Contract as a result of any such dispute or dispute resolution proceedings.

16.6 Assignment and Delegation. Except as is otherwise set forth in this
paragraph, this Contract will not be assigned by either party without the prior
written consent of the other party,


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which consent will not be unreasonably withheld. Any purported assignment
without such prior written consent shall be null and void. Seller may assign
this Contract without prior written consent, in whole or in part, to its parent,
an affiliate or a wholly owned subsidiary or successors thereof, provided such
assignee's financial and technical capabilities are either greater or
substantially similar to Seller's at such time or are otherwise such that the
assignment could not reasonably be expected to have a material adverse effect on
Buyer's rights and obligations hereunder. Buyer may assign the Contract without
prior written consent to (i) entities providing construction or term financing
for the Project as security for such entities' loans and (ii) any transferee of
the Project or a substantial portion thereof, provided that such assignee has
financial and operational capabilities that either are substantially similar to
Buyer at such time or otherwise are such that the assignment could not
reasonably be expected to have a material adverse effect on Seller's rights and
obligations.

16.7 Severability. The invalidity of one or more phrases, sentences, clauses,
Sections or Articles contained in this Contract shall not affect the validity of
the remaining portions of the Contract so long as the material purposes of this
Contract can be determined and effectuated.

16.8 Amendments. No change, amendment or modification of this Contract shall be
valid or binding upon the parties hereto unless such change, amendment or
modification shall be in writing and duly executed by both parties hereto.

16.9 Joint Effort. Preparation of this Contract has been a joint effort of the
parties and the resulting document shall not be construed more severely against
one of the parties than against the other.

16.10 Captions. The captions contained in this Contract are for convenience and
reference only and in no way define, describe, extend or limit the scope or
intent of this Contract or the intent of any provision contained herein.

16.11 Non-Waiver. Any failure of any party to enforce any of the provisions of
this Contract or to require compliance with any of its terms at any time during
the pendency of this Contract shall in no way affect the validity of this
Contract, or any part hereof, and shall not be deemed a waiver of the right of
such party thereafter to enforce any and each such provision.

16.12 Applicable Law. This Contract shall be governed by, construed and enforced
in accordance with the laws of the State of New York, exclusive of conflicts or
choice of law provisions or the United Nations Convention on Contracts for the
Sale of Goods.

16.13 Successors and Assigns. This Contract shall be binding upon and inure to
the benefit of the parties hereto, their successors and permitted assigns.

16.14 Counterparts. This Contract may be signed in any number of counterparts
and each counterpart shall represent a fully executed original as if signed by
both parties.


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16.15 Notices. Any written notice, direction, instruction, request, or other
communication required or permitted under this Contract, including payment
invoices from Seller to Buyer, shall be deemed to have been duly given on the
date of receipt, and shall be either served personally, or mailed to the party
to whom notice is to be given, by first class registered or certified mail,
return receipt requested, postage prepaid, and addressed to the addressee at the
address stated opposite its name below, or at the most recent address specified
by written notice given to the other party in the manner provided in this
Section l6.15.


         BUYER:   AES Ironwood, Inc.
                  829 Cumberland Street
                  Lebanon, PA  17042
                  Attention:       Plant Manager
                  Tel:             (717) 228-1328
                  Fax:             (717) 228-1271

         SELLER:  Siemens Westinghouse Power Corporation
                  4400 North Alafaya Trail MC-560
                  Orlando, FL  32826-2399
                  Attention:       Manager Longterm Programs
                  Telephone:       (407) 281-2830
                  Fax:             (407) 281-5645

16.16 Complete Contract. This Contract, including all Exhibits attached hereto,
constitutes the complete agreement between the parties as of the date of the
Contract, and supersedes any and all agreements made or dated prior thereto.

16.17 Site Access. Seller's personnel performing Services at the Site shall
comply with Buyer's Site safety and security measures at the Site.

16.18 Permits and Licenses. Buyer shall be responsible for obtaining all
necessary approvals, permits and licenses for the Project from governmental
agencies having jurisdiction including any import and export licenses.
Notwithstanding any other provision herein, the obligation of Buyer to pay for
Program Parts, Miscellaneous Hardware, Shop Repairs or Services as set forth in
this Contract shall not be affected by any delay or failure to secure or renew,
or by the cancellation of, any such necessary approvals, permits or licenses.

16.19 Special Packing. Seller will pack for standard shipment via truck or rail
transportation. When this packing will not meet Buyer's requirements covering
preparation of Program Parts or Miscellaneous Hardware for special shipments,
Buyer shall notify Seller thereof. The charge made for such special packing will
be based on its cost to Seller and will be shown as a separate item on the
invoice.

16.20 Return of Program Parts or Miscellaneous Hardware. Program Parts or
Miscellaneous Hardware must be returned with complete identification in
accordance with instructions

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furnished by Seller. In no event will Seller be responsible for Program Parts or
Miscellaneous Hardware returned without proper authorization and identification.

16.21 Transfer. Prior to the transfer to another party of any Program Parts and
Miscellaneous Hardware or the transfer of any interest in said Program Parts and
Miscellaneous Hardware or Buyer's power generation facility in which said
Program Parts and Miscellaneous Hardware are installed, Buyer shall obtain for
Seller from the transferee of limitation of and protection against liability
following the proposed transfer at least equivalent to that afforded Seller and
its suppliers under the Contract. Transfer contrary to the provisions of this
Section shall make Buyer the indemnitor of Seller and its suppliers against any
liabilities incurred by Seller and its suppliers in excess of those that would
have been incurred had no such transfer taken place

16.22 Survival. The provisions of Articles 9, 13, and 14, and Sections 16.2 and
16.21 of this Contract shall survive the expiration or other termination of the
Contract.

16.23 Environmental Compliance. Buyer recognizes that the performance of Service
at the Site may involve the generation of Hazardous Waste.

         Buyer shall at its expense furnish Seller with containers for Hazardous
Wastes and shall designate a waste storage facility at the Site where such
containers are to be placed by Seller. Seller shall, or shall cause its
contractors or subcontractors to, place any Hazardous Wastes that it, its
contractors or subcontractors generate, as a result of their work at the Site,
into such containers and shall place such containers in the waste storage
facility at the Site designated by Buyer.
Buyer shall handle, store and dispose of Hazardous Waste in accordance with all
Laws.

         Seller shall indemnify Buyer from any fines, penalties, expense, loss
or liability (including the costs of clean-up) incurred by Buyer as a result of
(a) Seller's failure to meet its obligations under the preceding paragraph or
(b) any spills of Hazardous Waste or oil, petroleum or petroleum products to the
environment which are attributable to and occur during Seller's performance (or
the performance of its contractors or subcontractors) of the Workscope
Obligations at the Site under this Contract. Seller shall have no responsibility
or liability, under this paragraph, with regard to any Hazardous Waste which was
pre-existing at the Site, including Hazardous Waste that is on the Site prior to
Seller's performance of the Workscope Obligations at the Site during each
successive maintenance period so long as such Hazardous Waste was not due to a
previous spill of such Hazardous Waste by Seller, its contractors or
subcontractors, or was not previously generated by Seller, its contractors or
subcontractors, and with respect to which Seller is in breach of the preceding
paragraph. For the purposes of this Section 16.23, "spill" is defined to include
any leaking, pumping, pouring, emptying, discharging, injecting, escaping,
leaching, dumping, or disposing of Hazardous Waste or oil, petroleum, or
petroleum products into the environment, but shall not include a lawful release
of air emissions or a permitted discharge to surface water or groundwater, nor
shall it include de minimus losses of oil, petroleum, or petroleum products from
vehicles, machinery or equipment brought onto the Site by Seller or its
subcontractors or subvendors in connection with the performance of Workscope
Obligations at the Site.


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         Buyer shall indemnify Seller from any fines, penalties, expense, loss
or liability incurred by Seller as a result of Buyer's failure to meet its
obligations under the second paragraph of this Section. Buyer shall have no
responsibility or liability, under this paragraph, with regard to any Hazardous
Waste or oil, petroleum or petroleum products which were spilled by Seller, or
any other of its contractors or subcontractors performing Workscope Obligations
at the Site.

         Seller shall at its expense furnish or cause its contractors or
subcontractors to furnish to Buyer MSDS sheets or other such informative
document required by Law to accompany any hazardous materials brought onto the
Site by Seller to perform Workscope Obligations at the Site as such term is
defined in the Laws applicable to the Site, and the rules or regulations issued
thereunder as are now in effect or hereafter amended from time to time (such
hazardous materials being herein referred to as "Hazardous Materials"). Seller
shall bring onto the Site only those amounts and types of Hazardous Materials
needed to perform its Services and shall make all reasonable efforts to minimize
such amounts and types of Hazardous Materials brought onto the Site.

16.24 Liquidated Damages Not Penalty. The parties acknowledge and agree that it
would be difficult or impossible to determine with absolute precision the amount
of damages that would or might be incurred by Buyer as a result of Seller's
failure to perform those matters hereunder for which liquidated damages are
provided. The parties agree that the amounts of liquidated damages provided
under this Contract are in lieu of actual damages and are the parties'
reasonable estimates of fair compensation for the losses that may reasonably be
anticipated from such failures in respect of such matters, and do not constitute
a penalty. Liquidated damages are limited to those outlined in Section 8.4."

16.25 Project Conformance. Seller represents to Buyer that, Seller will be able
to perform its Workscope Obligations in accordance with the design configuration
set forth in the EPC Contract without the need for any Change Order or
adjustment of the price, performance, schedule or other provisions of the
Contract with respect to such design configuration, and under such
circumstances, Seller will not be entitled to raise the design configuration of
the Project as a defense to its failure to perform hereunder.

16.26 501G Fleetwide Issue Notification. During the Term of this Agreement, if
Seller becomes aware of a fleetwide issue involving the Siemens Westinghouse
501G Combustion Turbine which may have a deleterious affect on Buyer's
Combustion Turbines, Seller shall, within a reasonable time of becoming aware of
such fleetwide issue, notify Buyer thereof, and if such fleetwide issue requires
an additional repair or replacement of a Program Part or Miscellaneous Hardware
to be performed, such additional repair or replacement shall be performed in
accordance with Section 8.1 if the issue is covered under the New Program Parts
and Miscellaneous Hardware Warranty specified therein and or in accordance with
Sections 3.3, 3.4, 5.2 and 5.3, as applicable, if the issue is not covered by
the New Program Parts and Miscellaneous Hardware Warranty specified in Section
8.1.

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NOW, THEREFORE, the parties hereto have entered into this Contract as of the
date first appearing above.



SELLER                                         BUYER

SIEMENS WESTINGHOUSE POWER CORPORATION.        AES IRONWOOD, INC.

By: /s/ John L. Gibson                         By: /s/ Patricia L. Rollin
   -----------------------------------            -----------------------------
   Name: John L. Gibson                           Name: Patricia L. Rollin

   Title: New Generation Sales Manager            Its: AES Ironwood, Inc.






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                                    EXHIBIT A

                            SCOPE OF WORK DESCRIPTION

1.0 SCOPE DOCUMENTS

         1.1 Scope Documents. This Scope of Work Description consists of this
general description and the following addenda which are specifically made a part
hereof by reference:

            Addendum 1     -     Scheduled Outage TFA Services Description
            Addendum 2     -     Scheduled Outage Division of Responsibilities
            Addendum 3     -     Program Engineer Responsibilities

         1.2 Conflicting Provisions. In the event of any conflict between this
document and any addendum hereto, the terms and provisions of this document, as
amended from time to time, shall control. In the event of any conflict among the
addenda, the following order of precedence shall govern: Addendum 1, 2 and 3.
Subject to the foregoing, the several instruments forming part of this Scope of
Work Description are to be taken as mutually explanatory of one and another and
in the case of ambiguities or discrepancies within or between such parts shall
be explained and adjusted by the mutual agreement of the Parties.

2.0 SELLER'S OBLIGATIONS

         2.1 New Program Part(s). During the Term, Seller shall, per the
Scheduled Outage plan jointly developed and revised in accordance with Section
4.2 of this Exhibit A, Scope of Work Description, deliver the type and quantity
of New Program Parts specified in Exhibit C, Program Parts Supplied and Repaired
Schedule, for installation during the applicable Scheduled Outage prior to such
applicable Scheduled Outage; provided however, that under no circumstances shall
the Seller be obligated to deliver a New Program Part earlier than 52 weeks from
the date Seller receives written notice from Buyer, either through revision of
the Scheduled Outage plan or through a Change Order, of the need of such New
Program Part.

         2.2 Shop Repair(s) of Program Parts. During the Term, Seller shall, per
the Scheduled Outage plan jointly developed and revised in accordance with
Section 4.2 of this Exhibit A, Scope of Work Description, perform Shop Repair on
the number and quantity of Program Parts specified in Exhibit C, Program Parts
Supplied and Repaired Schedule, for Shop Repair following the applicable
Scheduled Outage upon receipt from Buyer of such Program Parts at Seller's
designated repair facility; provided such Program Parts are capable of being
repaired. The degree of repair-ability and the actual parts life associated with
any Program Part shall be determined by Seller and communicated to Buyer.

         2.3 Miscellaneous Hardware. During the Term, Seller shall, per the
Scheduled Outage plan jointly developed and revised in accordance with Section
4.2 of this Exhibit A, Scope of Work Description, deliver the type and quantity
of Miscellaneous Hardware specified in the plan for use during the applicable
Scheduled


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Outage prior to such applicable Scheduled Outage; provided however, that under
no circumstances shall the Seller be obligated to deliver an item of
Miscellaneous Hardware earlier than 52 weeks from the date Seller receives
written notice from Buyer, either through revision of the Scheduled Outage plan
or through a Change Order, of the need of such Miscellaneous Hardware.

         2.4 Scheduled Outages. During the Term, Seller shall, per the Scheduled
Outage plan jointly developed and revised in accordance with Section 4.2 of this
Exhibit A, Scope of Work Description, provide technical field assistance (TFA
engineering) to complete tasks specified in Addendum 1 hereto for the applicable
Scheduled Outage. Furthermore, as part of such Scheduled Outage TFA Services,
Seller is responsible for those responsibilities listed Addendum 2 which have an
"X" in the Seller column. TFA Services are being provided on the assumption that
Buyer's Scheduled Outage maintenance personnel can complete the tasks specified
in Addendum 1 hereto for the applicable Scheduled Outage with technical field
assistance from the TFA engineers within 5 days for combustor type outages, 10
days for hot path type outages and 21 days for major outages. If the maintenance
personnel cannot complete the Scheduled Outages within the above specified times
any additional time over and above the specified times incurred by the TFA
engineers shall be billed on a time and material basis in accordance with
Seller's Pricing Policy 1719.

         2.5 Combustion Turbine Maintenance Program Management. Seller shall
provide the services of a maintenance program engineer to manage the Combustion
Turbine maintenance program, in accordance with Addendum 3 hereto, throughout
the Term of this Contract. The engineer shall attend and participate in reviews
at the Site at least twice per interval between Scheduled Outages.

         2.6 Hazardous Materials. The Seller will provide the Buyer with
Material Safety Data Sheets, (MSDS) for all hazardous materials the Seller
intends to bring/use on site, to complete its Scheduled Outage TFA Services, 30
days prior to its arrival to the site for a given Scheduled Outage. If Buyer
objects to any of the proposed hazardous materials and a reasonable commercial
alternative hazardous or non-hazardous material is available, both the Buyer and
Seller will agree on the acceptable alternative.


3.0 BUYER'S OBLIGATIONS

         3.1 Storage. Buyer will store and maintain the parts, including any
Program Parts and Miscellaneous Hardware, materials, tools and bolting kits at
the Site in accordance with the original equipment manufacturer's or Seller's
written instructions, depending on who is the supplier thereof.

         3.2 Project Operation. Buyer will maintain and operate the Combustion
Turbine consistently with the warranty conditions stated in Section 8.5,
Warranty, of the Contract.

         3.3 Training. Buyer will ensure that its operator and maintenance
personnel are properly trained in the correct operation and maintenance of the
Project including the control


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system. Personnel fully trained pursuant to the terms of the EPC Contract or by
the EPC Contractor are deemed for the purpose of operating the Project hereunder
to be properly trained.

         3.4 Scheduled Outages. Buyer will provide indoor work space for the
Scheduled Outage TFA Services personnel, including the outage manager, outage
engineer and Combustion Turbine technicians. Additionally, Buyer will provide
the resources listed in Addendum 2 which have an "X" in the Buyer column.

         3.5 Transportation. Buyer will transport Program Parts in need of Shop
Repair from the Site to Seller's designated repair facility in accordance with
Section 7.2 of the Contract.

         3.6 Operating Data. At the end of each month Buyer will provide to
Seller the number of Equivalent Starts and EBHs incurred by each Combustion
Turbine during that month.

4.0 JOINT OBLIGATIONS

         4.1 Deviations to Scope. Either party shall inform the other of any
unexpected findings or any deviations from the Scheduled Outage plan and Seller
and Buyer shall jointly modify, pursuant to a Change Order, the scope of the
Workscope Obligations related to the affected Scheduled Outage.

         4.2 Outage Schedule. Buyer and Seller shall jointly develop the
Scheduled Outage plan and shall jointly revise such plan during each interval
between Scheduled Outages, if necessary, in all cases, to ensure that such
Scheduled Outage plan is consistent with the terms of the Power Purchase
Agreement. The projected Scheduled Outage plan is contained in Exhibit C,
Program Parts Supplied and Repaired Schedule. Should this plan be revised
changing the number of Program Parts or Shop Repairs to be provided or the
Scheduled Outages to be performed such shall constitute a Change in scope and
entitle Seller to Change Order pursuant to Section 6.4, Changes in Operating
Parameters. Buyer will schedule the actual Combuster Scheduled Outages, Hot Gas
path Scheduled Outages and Major Scheduled Outages for the Combustion Turbine at
no longer than the applicable interval indicated in Exhibit D, Current Service
Bulletin 36803, except for reasonable deviations from the specified interval
with prior written consent of Seller. If such approved reasonable deviation
increases Seller's cost of providing the Workscope Obligations, or affects any
other provision of this Contract Seller will be entitled to a Change Order to
address such increase in costs and/or affects.


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                                   Addendum 1
                    Scheduled Outage TFA Services Description

Seller shall provide TFA Services to support the following tasks during the
applicable Scheduled Outage:

                              Combustor Inspection

(W-501-G)

Inlet Section
Disassembly

      o [*].


Inspection

      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


Assembly

      o [*].


Compressor Combustor Turbine Section
Disassembly

      o [*].


      o [*].


      o [*].


Inspection


      o [*].


      o [*].


      o [*].


      o [*].


        Assembly


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CONTRACT


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


Exhaust Section
Inspection

      o [*].


      o [*].



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                              TFA SERVICES CONTRACT

                             Hot Gas Path Inspection

(W-501-G)


Inlet Section
Disassembly


      o [*].


Inspection


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


Assembly

      o [*].



Compressor Combustor Turbine Section
Disassembly

      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


Inspection

      o [*].


      o [*].


      o [*].


      o [*].


      o [*].



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CONTRACT

Assembly

      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].



Exhaust Section
Inspection

      o [*].



Proprietary Informatlon                 7                  AES Ironwood Project
September 23, 1993                                     Maintenance Contract.doc

<PAGE>

MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE TFA SERVICES
CONTRACT

                                  Major C.T. Inspection

(W-501-G)

Inlet Section
Disassembly

      o [*].


      o [*].


      o [*].


      o [*].


Inspection

      o [*].


      o [*].


      o [*].


      o [*].


Assembly

      o [*].


      o [*].


      o [*].


      o [*].


Compressor Section
Disassembly

      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


Inspection

      o [*].


Assembly

      o [*].


      o [*].


      o [*].


      o [*].



Proprietary Informatlom                8                 AES Ironwood Project
September 23, 3993                                   Maintenance Contract.doc


<PAGE>

MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE TFA SERVICES
CONTRACT

Compressor Combustor Turbine Section
Disassembly

      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


Inspection

      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


Assembly

      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].



Proprietary Informatlom                9                 AES Ironwood Project
September 23, 3993                                   Maintenance Contract.doc

<PAGE>

MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE TFA SERVICES
CONTRACT

Torque Tube Seal Housing
Disassembly

      o [*].


      o [*].


      o [*].


      o [*].


Inspection

      o [*].


      o [*].


      o [*].


      o [*].


Assembly

      o [*].


      o [*].


      o [*].


Exhaust Section
Disassembly

      o [*].


      o [*].


      o [*].


Inspection

      o [*].


      o [*].


      o [*].


Assembly

      o [*].


      o [*].


      o [*].



Proprietary Informatlom                10                  AES Ironwood Project
September 23, 3993                                     Maintenance Contract.doc

<PAGE>

MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE TFA SERVICES
CONTRACT

Rotor
Disassembly

      o [*].


      o [*].


      o [*].


Inspection

      o [*].


      o [*].


      o [*].


      o [*].


Assembly

      o [*].


      o [*].


      o [*].



Proprietary Informatlom                11                AES Ironwood Project
September 23, 3993                                   Maintenance Contract.doc

<PAGE>

MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE TFA SERVICES
CONTRACT

Hydrogen Cooled C.T. Generator Inspection

Disassembly

      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


Inspection

      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


Assembly

      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].


      o [*].



Proprietary Informatlom                12                AES Ironwood Project
September 23, 3993                                   Maintenance Contract.doc

<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


                                   Addendum 2
                  SCHEDULED OUTAGE DIVISION OF RESPONSIBILITIES

The following list specifies the key resources necessary to perform the
Scheduled Outages and assigns responsibility for their supply, either to Seller
or Buyer.

Outage Responsibility Checklist

<TABLE>
<CAPTION>
                                                                                Seller         Buyer

<S>      <C>                                                                      <C>            <C>
A.       PERSONNEL
         1.       Maintenance Program Engineer (Orlando)                          X
         2.       On-Site Technical Advisors                                      X
         3.       C.T. Outage Manager                                                            X
         4.       Engineers                                                                      X
         5.       Technicians                                                                    X
         6.       Non-Destructive Testing Technicians                                            X
         7.       Project Administrator                                                          X
         8.       Specialists and Support Personnel                                              X
         9.       Plant Personnel                                                                X
         10.      Crane Operators                                                                X
         11.      Plant Manager                                                                  X

B.       TOOLS AND EQUIPMENT
         1.       Maintenance Tool Set                                                           X
         2.       Welding Machines                                                               X
         3.       Mobile Crane (as required)                                                     X
         4.       Special Tools (supplied with T-G)                                              X
         5.       Material Storage                                                               X
         6.       Consumables                                                                    X
         7.       Applicable Program Parts and                                    X
                  Miscellaneous Hardware required
                  for the applicable Scheduled Outage
         8.       Expendable Material                                                            X

</TABLE>



Proprietary Information              13                     AES Ironwood Project
September 23,1998                                       Maintenance Contract.doc

<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT

<TABLE>
<CAPTION>
                                                                                Seller         Buyer

<S>      <C>                                                                      <C>            <C>
C.       FACILITIES/SERVICES
         1.       Removal/Reinstallation of Blanket Insulation                                   X
         2.       Sanitary Facilities                                             X
         3.       Electric Power                                                  X
         4.       Station Air                                                     X
         5.       Service Water                                                   X
         6.       On-site First Aid (For (W) Employees)                           X
         7.       Cribbing                                                        X
         11.      Telephone Service                                               X
         12.      Electrical Disconnection/Connection                             X
         13.      Instrumentation Disconnection/Connection                        X
         14.      Instrumentation Calibration                                     X
         15.      Removal and Disposal of Hazardous Waste                         X
</TABLE>








Proprietary Information               14                    AES Ironwood Project
September 23,1998                                       Maintenance Contract.doc

<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


                                   Addendum 3
                  MAINTENANCE PROGRAM ENGINEER RESPONSIBILITIES
Seller, through its maintenance program engineer, will provide maintenance
program management throughout the term of the Contract. In accordance with the
Contract, the maintenance program engineer will:


        o  Provide primary contact for communication between Seller and the
           plant manager (operation and maintenance staff) for the major
           maintenance of the plant.
        o  Work with the Program Parts inventory and manufacturing personnel
           (located at factories throughout the world) to expedite parts and
           materials as required to facilitate the success of each maintenance
           outage.
        o  Maintain parts tracking database on Program Parts.
        o  Communicate and coordinate with plant purchasing agent regarding
           warehouse stock of parts, delivery and shipment of parts.
        o  Provide final review of parts inventory prior to outages to verify
           that all required parts are on Site.
        o  Possess and maintain comprehensive understanding of maintenance
           requirements.
        o  Initiate and resolve product warranty claims to the best interest of
           all parties involved.
        o  Initiate, status, and verify completion of electronic field action
           requests ("E-FARs") regarding plant issues.
        o  Provide technical support, assistance, and evaluation when operating
           or maintenance problems occur. Assist in areas of technical issues
           and help facilitate resolution.
        o  Communicate to plant manager or maintenance manager technical
           bulletin updates promptly as such are published.
        o  Deliver to Buyer's maintenance manager outage reports within six (6)
           weeks after Scheduled Outages.


Proprietary Information               15                    AES Ironwood Project
September 23,1998                                       Maintenance Contract.doc

<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


                                    Exhibit B
                               Program Parts List





Proprietary Information               1                     AES Ironwood Project
September 23,1998                                       Maintenance Contract.doc

<PAGE>



           Program Parts Life and Repair Intervals Current Price List

      501G                Dry Low NOX Natural Gas

-------------------------------------------------------------------
      PROPRIETARY PART                        HOURS       COST
===================================================================
Baskets                             Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Nozzles                             Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Transitions                         Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Transition Seals                    Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Row 1 Blade                         Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Row 2 Blade                         Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Row 3 Blade                         Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Row 4 Blade                         Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Row 1 Vane                          Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Row 2 Vane                          Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Row 3 Vane                          Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Row 4 Vane                          Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Compressor Blades                   Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Compressor Diaphragms               Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Ring Segments - Row 1               Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Ring Segments - Row 2               Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Ring Segments - Row 3               Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------
Ring Segments - Row 4               Repair     [*]         [*]
                               Replacement     [*]         [*]
-------------------------------------------------------------------

Note: The repair pricing and expected repair intervals listed above were the
estimates that were used to determine the fees specified in Exhibit E, Payment
Schedule. They are listed here for reference purposes only and do not represent
the price of any additional repairs that may be required during the Term,
including but not limited to any repairs purchased for any unscheduled outages,
pursuant to Section 5.2, Unscheduled Outages.


                                     Page 1

<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


                                    Exhibit C
                  Program Parts Supplied and Repaired Schedule








Proprietary Information               1                     AES Ironwood Project
September 23,1998                                       Maintenance Contract.doc


<PAGE>


          ATTACHMENT C - Program Parts Supplied and Repaired Schedule

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
          Period:               0         1           2           3           4           5         6         7           8
Equivlanent Base Load Hours:    0       8000        16000       24000       32000       400000    48000     56000       64000
     Schedule Outages:         None   Combustor   Combustor   Hot path    Combustor   Combustor   Major   Combustor   Combustor
-------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>       <C>          <C>        <C>        <C>           <C>      <C>        <C>        <C>
Baskets                                  PP+RR        RR         RR          P            RR       P+R        RR         P+R
-------------------------------------------------------------------------------------------------------------------------------
Nozzles                                  PP+RR        RR         RR         RR            RR       RR         RR          R
-------------------------------------------------------------------------------------------------------------------------------
Transition Seals                         PP+RR        RR         RR          P            RR       P+R        RR         P+R
-------------------------------------------------------------------------------------------------------------------------------
Transitions                              PP+RR        RR         RR          P            RR       P+R        RR         P+R
-------------------------------------------------------------------------------------------------------------------------------
Ring Segments - Row 1                                           PP+RR                              P+R
-------------------------------------------------------------------------------------------------------------------------------
Ring Segments - Row 2                                           PP+RR                              P+R
-------------------------------------------------------------------------------------------------------------------------------
Ring Segments - Row 3                                                                              P+RR
-------------------------------------------------------------------------------------------------------------------------------
Ring Segments - Row 4                                                                              P+RR
-------------------------------------------------------------------------------------------------------------------------------
Row 1 Blade                                                     PP+RR                              P+R
-------------------------------------------------------------------------------------------------------------------------------
Row 1 Vane                                                      PP+RR                              P+R
-------------------------------------------------------------------------------------------------------------------------------
Row 2 Blade                                                     PP+RR                              P+R
-------------------------------------------------------------------------------------------------------------------------------
Row 2 Vane                                                      PP+RR                              RR
-------------------------------------------------------------------------------------------------------------------------------
Row 3 Blade                                                     PP+RR                              RR
-------------------------------------------------------------------------------------------------------------------------------
Row 3 Vane                                                      PP+RR                              RR
-------------------------------------------------------------------------------------------------------------------------------
Row 4 Blade                                                     PP+RR                              RR
-------------------------------------------------------------------------------------------------------------------------------
Row 4 Vane                                                      PP+RR                              RR
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

      DEFINITIONS:
      ------------
P = Replace (1 set)
R = Repair (1 set)

Attachment C


Page 1

<PAGE>



          MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                              TFA SERVICES CONTRACT

                                    Exhibit D
                         Current Service Bulletin 36803











Proprietary Information               1                     AES Ironwood Project
September 23,1998                                       Maintenance Contract.doc


<PAGE>


                                   - Page i -
                       Service Bulletin PH-36803, Rev. 7
--------------------------------------------------------------------------------

================================================================================
[LOGO]
                                SERVICE BULLETIN                        PH-36803

Section: 02 General

Combustion Turbine Maintenance and Inspection Intervals

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

Rev. No: 7      Rev. Date: 4/22/97      Created: 07/03/73     Page: Cover Sheet

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

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose, reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.

================================================================================

                        Notice to Service Bulletin Users

This Combustion Turbine Service Bulletin has been distributed to customers of
Westinghouse, without charge, as a Proprietary Class 3 document. The purpose of
this publication is to provide combustion turbine users with information
considered useful in the maintenance and operation of Westinghouse combustion
turbines. The information in this bulletin represents a compendium of ideas and
experiences by Combustion Turbine Engineering, Energy Services Division, other
Westinghouse Divisions, Westinghouse suppliers, and customers. These
publications are provided to the user so that they will ultimately translate
into improved reliability, efficiency, and maintainability.

Westinghouse reserves the right to withdraw any publication at any time without
notice. Westinghouse does not warrant applicability to any specific combustion
turbine engine (or system) since service bulletins are written to apply to most,
not necessarily all, combustion turbines in most circumstances. In addition,
Westinghouse has no control over the implementation of a service bulletin or the
mechanical configuration of customer-owned and maintained equipment.

It is the sole responsibility of the user to carefully consider the data set
forth in the service bulletin, to determine if the information is specifically
appropriate to the user's specific engine (or system) in a particular
circumstance, and to exercise reasonable care and skill in the implementation of
the suggestions provided therein.

NO WARRANTY, EXPRESSED OR IMPLIED, IS MADE FOR THE INFORMATION AND DESCRIPTIONS
CONTAINED HEREIN WITH RESPECT TO TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR
MERCHANTABILITY.

Westinghouse will not be responsible in contract, in tort (including
negligence), or otherwise for loss of use of equipment or plant, cost of
capital, infringement of patents, loss of profit or revenues, cost of
replacement power, ADDITIONAL expenses in the use of existing power facilities,
claims against the user by his customers or any special, indirect, incidental,
or consequential damage or loss whatsoever. Under no circumstance will any
information in this service bulletin become part of, modify, or negate in any
way any previous agreements, contracts, or commitments unless both the user and
Westinghouse agree in writing.

While Westinghouse does sincerely attempt to eliminate errors and inaccuracies,
on occasion Westinghouse finds it necessary to correct, clarify, and even
withdraw information as experience is gained and feedback is received from the
field. Your constructive criticism and comments can help us to provide more
useful publications in the future.

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                   - Page 1 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose, reproduce, or use otherwise without the written consent of
WEC. Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

[LOGO]

                                SERVICE BULLETIN                        PH-36803

Section: 02 General

Combustion Turbine Maintenance and Inspection Intervals

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

Rev. No: 7        Rev. Date: 4/22/97        Created: 07/03/73         Page: 1/17

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

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose, reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.

REASON FOR BULLETIN

      To provide the current recommendations for combustion turbine inspection
      intervals and inspection requirements

BULLETIN APPLIES TO

      All Frames through 501G. Recommendations are included for specific models
      or frames.

      This bulletin supersedes TIB PH87-67, TIB PH88-103, and TIB PH92-126.
      Also see related service bulletins PH39405 and PH37807.

TABLE OF CONTENTS                                                           Page

      Scope and General Information .......................................... 2

      Instructions and Special Instructions .................................. 3

      Parts and Materials .................................................... 3

            Procedure 1.      How to Compile Operating History ............... 4
                              Figure 1-1. Definitions of Inspections ......... 6
            Procedure 2.      How to Select an Inspection Interval Table
                              for Your Unit .................................. 8
                              Tables 2-1 -- 2-4. Recommended Inspection
                              Intervals ................................. 9 - 12
            Procedure 3.      How to Calculate Equivalent Hours
                              (EBH or Equivalent Base Hours) for Each
                              Type of Fuel .................................. 13
                      3A.     How to Calculate Total Equivalent Hours
                              (EBH) from Multiple Fuels ..................... 14
            Procedure 4.      How to Calculate Equivalent Starts (ES) ....... 15
                              Figure 4-1. Fuel Factors, Trip Factors, &
                              Load Change Factors ........................... 17

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                   - Page 2 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose, reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

SCOPE AND GENERAL GUIDELINES

      Scope:

            In addition to recommending inspection intervals, this bulletin
            provides these guidelines and procedures:

            o     How to compile required operating history

            o     How to select and use the correct inspection interval table
                  for your unit

            o     How to calculate equivalent operating hours (EBH or Equivalent
                  Base Hours) and equivalent starts (ES)

            o     How to convert mixed-load operation hours and mixed-fuel
                  operation hours

            o     How to convert starts, trips, and load changes

            o     Definitions of starts, trips, load changes, and inspection
                  types

      General Guidelines:

            Be sure to consider all of these factors:

            o     Inspection recommendations are based upon a combination of
                  factors, including: model or frame number, fuel type, number
                  of operating hours, number of starts, types of starts, whether
                  operation or starts were performed using a single fuel or
                  multiple fuels, number of instantaneous changes in load, and
                  the number of trips from load.

            o     Guidelines are based on the assumption that the units have
                  been operated and maintained according to Westinghouse
                  operation and maintenance recommendations, and that an
                  operating history for the unit has been compiled.

            o     Operators should perform inspections at least as frequently as
                  these recommended intervals, but some site-specific operating
                  conditions may suggest more frequent and stringent inspection
                  or maintenance practices.

            Westinghouse, a world leader in combustion turbine manufacture and
            repair, can provide quotations on specific information or services
            that you may request as a result of this bulletin.

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                   - Page 3 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given

Do not disclose, reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

INSTRUCTIONS

      o     All owners/operators of the Westinghouse combustion turbines models
            identified on page 1 should implement, as a minimum, the inspection
            schedule guidelines in this document.

      o     If you have questions about how these instructions affect your
            particular unit, contact Westinghouse.

      o     To determine when your unit requires inspection, follow these
            instructions:

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

      Step 1.     Compile an operating history. (See Procedure 1, pages 4 and
                  5.)

      Step 2.     Refer to the definitions of inspections. (See Figure 1-1 pages
                  6 and 7.)

      Step 3.     Select the inspection table that is appropriate for your unit.
                  (See Procedure 2, pages 8-12.)

      Step 4.     Calculate equivalent hours (EBH or Equivalent Base Hours) as
                  required by the inspection table. (See Procedure 3, pages 13
                  and 14.)

      Step 5.     Calculate equivalent starts (ES) as required by the inspection
                  table. (See Procedure 4, pages 15-17.)

      Step 6.     Apply the EBH and ES to the inspection table, and perform the
                  inspections recommended. (See Figure 1-1, pages 6 and 7.)

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

SPECIAL INSTRUCTIONS

      The inspections and intervals stated in this bulletin may be modified or
      supplemented by special instructions. These include any additional
      requirements specified by Customer Advisory Letters (CALs), Product
      Improvement Bulletins (PIBs), and Service Bulletins (SBs) as recommended
      in outage planning instructions and in outage plans established for a
      specific unit.

PARTS AND MATERIALS

      Parts Required and Source:
            See applicable instruction books or renewal parts manuals provided
            with unit.
      Special Tools Required:
            See applicable instruction books and service bulletins for tools to
            be used during inspection.
      Disposition of Removed Material:
            See Service Bulletin PH37405 for instructions about the return of
            materials.

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                   - Page 4 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

                 Procedure 1. How to Compile Operating History

Use The Spreadsheet on Page 5 to Compile Unit Operating History:

1.    Use the Operating History Spreadsheet on page 5 to collect operating data.

      Keep an accurate running total of these parameters for each fuel:

      o     Operating Hours
                  Part Load Hours
                  Base Load Hours
                  Peak Load Hours
                  System Reserve Hours
      o     Successful Starts
                  Normal Starts
                  Intermediate Starts
                  Fast Starts
      o     Fired Aborts
      o     Trips From Load (since last hot path inspection)
                  Load at which each trip occurred
      o     Instantaneous Load Changes (since last hot path inspection)
                  Load at which each load change occurred

2.    Maintain a running total of equivalent operating hours (EBS) and
      equivalent starts (ES), by performing the calculations explained in
      Procedures 3, 3A, and 4.

3.    Monitor the running totals on the spreadsheet.
      Continuously compare the running totals against inspection interval
      tables.

--------------------------------------------------------------------------------
                                      Note

Unit operating history should be tracked based on operator's log records. The
counters installed on existing units are not configured to track operating
history data at the level of detail required by this procedure.

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

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                   - Page 5 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose,reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

Procedure 1 (Cont.)

                         OPERATING HISTORY SPREADSHEET

================================================================================
OPERATING HOURS (TRACK SEPARATELY FOR EACH FUEL.)
--------------------------------------------------------------------------------
                 NATURAL GAS/   DISTILLATE OIL   CRUDE / RESIDUAL OIL
      LOAD         PROPANE
================================================================================
PART LOAD
--------------------------------------------------------------------------------
BASE LOAD
--------------------------------------------------------------------------------
PEAK LOAD.
--------------------------------------------------------------------------------
SYSTEM RESERVE
================================================================================

================================================================================
STARTS (TRACK SEPARATELY FOR EACH FUEL)
--------------------------------------------------------------------------------
                                                        CRUDE/RESIDUAL OIL
TYPE OF START       NATURAL     DISTILLATE OIL
                  GAS/PROPANE                           WITH STARTING FUEL:
                                                  ------------------------------
                                                  NATURAL GAS     DISTILLATE OIL
================================================================================
NORMAL START
--------------------------------------------------------------------------------
INTERMED. START
--------------------------------------------------------------------------------
FAST START
--------------------------------------------------------------------------------
FIRED ABORT
================================================================================

================================================================================
TRIPS FROM LOAD (TRACK SEPARATELY FOR EACH FUEL.)

Note: Record only those that have occurred since last hot path inspection.
--------------------------------------------------------------------------------
         LOAD                  NATURAL     DISTILLATE OIL    CRUDE/RESIDUAL
AT WHICH TRIP OCCURRED**    GAS/PROPANE
================================================================================
GREATER THAN BASE LOAD*
--------------------------------------------------------------------------------
76 - 100 % (OF BASE LOAD)
--------------------------------------------------------------------------------
51 - 75 % (OF BASE LOAD)
--------------------------------------------------------------------------------
26 - 50 % (OF BASE LOAD)
--------------------------------------------------------------------------------
UP TO 25% (OF BASE LOAD)
================================================================================

================================================================================
INSTANTANEOUS LOAD CHANGES (TRACK SEPARATELY FOR EACH FUEL.)

Note: Record only those that have occurred since last hot path inspection.
--------------------------------------------------------------------------------
         LOAD                    NATURAL     DISTILLATE OIL    CRUDE/RESIDUAL
AT WHICH CHANGE OCCURRED**    GAS/PROPANE
================================================================================
GREATER THAN BASE LOAD*
--------------------------------------------------------------------------------
76 - 100 % (OF BASE LOAD)
--------------------------------------------------------------------------------
51 - 75 % (OF BASE LOAD)
--------------------------------------------------------------------------------
26 - 50 % (OF BASE LOAD)
--------------------------------------------------------------------------------
UP TO 25% (OF BASE LOAD)
================================================================================

*     Record load and load change for each event that occurs at greater than
      base load.
**    Should be counted as a full load trip if the trip occurs on a combined
      cycle unit that is operating on external control (IGVs modulated at
      reduced load to maintain exhaust temperature at upper limit).

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                   - Page 6 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose, reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

                     Figure 1-1. Definitions of Inspections

Inspection Categories

These are overall descriptions of inspections. For detailed information and
instructions, consult applicable books and procedures issued by Westinghouse.

o     Running Inspections
      Performed while the unit is operating.
o     Combustion Section (Minor Combustor)
      Involves the fuel nozzle assemblies, and the interior surface of the
      combustors and transitions (through the nozzle openings).
o     Combustion Section (Major Combustor)
      Involves all combustor and turbine end components that are accessible
      without performing a cover lift.
o     Turbine Section (Hot-Path)
      Involves a major combustor inspection, plus inspection of the remainder of
      the turbine hot gas path, with removal of appropriate cylinder cover and
      blade rings.
o     Major
      Comprehensive inspection; includes a turbine section (hot-path)
      inspection, plus lifting of the inlet, compressor, and
      compressor-combustor cylinder covers.

RUNNING INSPECTIONS

      The running inspection is performed while the unit is operating. This
      inspection involves monitoring various engine operating parameters to
      identify changes from a new or clean / overhaul condition.

      Engine monitoring includes, but is not be limited to:
            o     Blade path temperatures, spreads, and trends
            o     Exhaust temperatures
            o     Disc cavity temperatures
            o     Vibration levels and trends
            o     Bearing temperatures and oil pressure
            o     Compressor fouling
            o     Combustor shell pressure.

      During normal operation, the operating data should be monitored and
      trended. An abnormal reading or trend in the direction of a problem area
      in any parameter should prompt an investigation and the correction of the
      cause (even if data levels are still within acceptable ranges).

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                   - Page 7 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

Figure 1-1 (Cont.)

COMBUSTION SECTION (MINOR COMBUSTOR INSPECTION)

      The minor combustor inspection involves the removal, cleaning, and
      inspection of the fuel nozzle assemblies, and the inspection of the
      interior surfaces of the combustors and transitions through the nozzle
      openings. On units that have man-way access, a crawl-through inspection
      should also be performed. The inspection is to verify that the nozzles are
      clean, and free of debris and leaks; and that the combustor baskets are
      clean and free of distortions or distress. Units that have operated
      primarily on crude/residual fuel are borescope-inspected to observe blade
      and vane coating integrity, and to confirm satisfactory removal of
      deposits by the water washing system.

COMBUSTION SECTION (MAJOR COMBUSTOR INSPECTION)

      The major combustor inspection involves removal of all combustor and
      turbine end components that are accessible without performing a cover
      lift. These parts are thoroughly cleaned and inspected in accordance with
      appropriate service bulletin information. Components that are not
      removable without a cover lift are inspected in-place. Turbine Row-1 vanes
      are inspected at this time.

      In some units (251s, 501s, and 701s), individual Row-1 vanes can be
      removed without a cover lift for cleaning and more thorough inspection. In
      those units, a visual inspection of Row-1 blades can be performed. Visual
      inspections also can be made in-place for last row turbine blades,
      compressor inlet guide vanes (IGVs), Row-1 compressor blades, and
      compressor last-row outlet guide vanes (OGVs). Units that have operated
      primarily on crude/residual fuel should be borescoped to observe blade
      coating integrity and to confirm the satisfactory removal of deposits by
      the water washing system.

TURBINE SECTION (HOT-PATH) INSPECTION

      The turbine section (hot-path) inspection includes a major combustor
      inspection, plus inspection of the remainder of the turbine hot-gas path.
      Access requires removal of the appropriate cylinder cover and blade rings.
      All blades and associated parts are removed from the rotor, cleaned, and
      inspected. Turbine disc blade root serrations are also cleaned and
      inspected. In units without blade rings, turbine vane diaphragms are
      removed for cleaning and inspection. Vanes and ring segments are removed
      from the blade ring as required for cleaning and inspection; and
      interstage vane seals and baffles are inspected before disassembly.

MAJOR INSPECTION

      The major inspection is the most comprehensive inspection carried out on
      the combustion turbine. It includes a turbine section (hot-path)
      inspection plus the lifting of the inlet, compressor, compressor-
      combustor cylinder, and torque tube housing covers. Compressor diaphragms
      are removed, cleaned, and inspected. Compressor blades and discs are
      cleaned and inspected in-place. Compressor and turbine bearings and
      bearing seals are also inspected. The rotor may be removed or inspected in
      place.

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                    -Page 8 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose, reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

            Procedure 2. How to Select an Inspection Interval Table
                                 for Your Unit

              Index to Inspection Interval Tables by Turbine Frame

Before using an inspection interval table recommended in this index, complete
the calculations required in INSTRUCTIONS, p. 3, Steps 4 and 5.

--------------------------------------------------------------------------------
                                                           USE INSPECTION
FOR TURBINE FRAME NUMBER:                                  INTERVAL TABLE:
--------------------------------------------------------------------------------
o     All early, low-temperature frames and                  Use Table 2-1
      all frames not having air-cooled                            p. 9
      blades, except those listed below.
--------------------------------------------------------------------------------
o     251A-251AA
o     501AB-501AC                                            Use Table 2-2
                                                                  p. 10
--------------------------------------------------------------------------------
o     251B-251B8
o     501A,501AA                                             Use Table 2-3
o     501B-501D4                                                  p.11
o     501D5 - mfg. in 1980s (*1)
o     701D (with camberline cooled blades)
--------------------------------------------------------------------------------
o     251B9/10 - 251B11/12A
o     501D5 - mfg. in 1990s (*1)                             Use Table 2-4
o     501D5A                                                     p.12
o     501F
o     501G
o     701DA
--------------------------------------------------------------------------------

(*1)  501D5 units manufactured in the 1980s (Shop Order Numbers below 37A3900)
      may use the intervals shown on Table 2-4 (for post-1990 501D5s, Shop Order
      Numbers 37A3900 and above) under these conditions:

      Use Table 2-4 for turbine hot path intervals if peripheral-cooled Row-1
      blades or TBC-coated, triple-cavity, Row-1 blades are retrofitted. Consult
      Westinghouse for additional recommendations if unit has been uprated.

      Use Table 2-4 for major inspections if compressor diaphragms for rows 3-11
      have been retrofitted to current 501 D5-DA design.

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                   - Page 9 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

                  Table 2-1. Recommended Inspection Intervals

Use for all early low-temperature frames, and for all frames without air-cooled
blades, except 251A, 251AA, 501A, 501AA, 501AB, 501AC.

Before using this table, calculate EBH and ES as explained in INSTRUCTIONS, p.
3, Steps 4 and 5.

If either the EBH or the ES reaches the number specified on this table, perform
the inspection indicated.

--------------------------------------------------------------------------------
              FUEL TYPE USED (single fuel)                       INSPECTION
--------------------------------------------------------------------------------
 NATURAL GAS /        OIL (O)      CRUDE / RESIDUAL (C/R)
  PROPANE(G)
--------------------------------------------------------------------------------
                                                 TOTAL
TOTAL   TOTAL    TOTAL    TOTAL   TOTAL        EQUIVALENT        INSPECTION
EQUIV-  EQUIV-   EQUIV-   EQUIV-  EQUIV-         STARTS             TYPE
ALENT   ALENT    ALENT    ALENT   ALENT    (Startup fuel used    RECOMMENDED
HOURS   STARTS   HOURS    STARTS  HOURS    oil or gas/propane)
(EBH)    (ES)    (EBH)     (ES)   (EBH)             (ES)
                                           -------------------
                                             OIL        GAS/
                                                      PROPANE
================================================================================
  [*]      [*]      [*]      [*]    [*]      [*]         [*]       COMBUSTOR
                                                                   (MINOR)
--------------------------------------------------------------------------------
  [*]      [*]      [*]      [*]    [*]      [*]         [*]        COMBUSTOR
                                                                   (MAJOR)
--------------------------------------------------------------------------------
  [*]      [*]      [*]      [*]    [*]      [*]         [*]        TURBINE
                                                                   (HOT PATH)
--------------------------------------------------------------------------------
  [*]      [*]      [*]      [*]    [*]      [*]         [*]         MAJOR
--------------------------------------------------------------------------------

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>


                                   -Page 10-
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose, reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

                  Table 2-2. Recommended Inspection Intervals

Use for 251A, 251AA, 501AB, & 501AC.

Before using this table, calculate EBH and ES as explained in INSTRUCTIONS, p.
3, Steps 4 and 5.

If either the EBH or the ES reaches the number specified on this table, perform
the inspection indicated.

--------------------------------------------------------------------------------
              FUEL TYPE USED (single fuel)                       INSPECTION
--------------------------------------------------------------------------------
 NATURAL GAS /        OIL (O)      CRUDE / RESIDUAL (C/R)
  PROPANE(G)
--------------------------------------------------------------------------------
                                                 TOTAL
TOTAL   TOTAL    TOTAL    TOTAL   TOTAL        EQUIVALENT        INSPECTION
EQUIV-  EQUIV-   EQUIV-   EQUIV-  EQUIV-         STARTS             TYPE
ALENT   ALENT    ALENT    ALENT   ALENT    (Startup fuel used    RECOMMENDED
HOURS   STARTS   HOURS    STARTS  HOURS    oil or gas/propane)
(EBH)    (ES)    (EBH)     (ES)   (EBH)             (ES)
                                           -------------------
                                             OIL        GAS/
                                                      PROPANE
================================================================================
  [*]     [*]     [*]      [*]    [*]      [*]         [*]       COMBUSTOR
                  [*]             [*]                              (MINOR)
--------------------------------------------------------------------------------
 [*]      [*]     [*]      [*]    [*]      [*]         [*]       COMBUSTOR
                                                                   (MAJOR)
--------------------------------------------------------------------------------
 [*]      [*]     [*]      [*]    [*]      [*]         [*]       TURBINE
 [*]              [*]                                             (HOT PATH)
 [*]              [*]
 [*]              [*]
 [*]              [*]
 [*]              [*]
--------------------------------------------------------------------------------
 [*]      [*]     [*]      [*]    [*]      [*]         [*]        MAJOR(*2)
--------------------------------------------------------------------------------

      (*2)  In some cases, the major inspection interval may not be an integral
            multiple of the hot path interval. In such cases, either the hot
            path or the major interval may be shortened to arrange evenly spaced
            inspections.

      (*3)  This interval may be doubled for units with control systems having
            blade path temperature spread monitoring and shutdown capability.

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.

<PAGE>

                                  - Page 11 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------
                  Table 2-3. Recommended Inspection Intervals

Use for 251B - 251B8, 501A, 501AA, 501B - 501D4, 501D5 (mfg. in 1980s - Shop
Order Numbers below 37A3900) (*1), & 701D with camberline cooled blades.

Before using this table, calculate EBH and ES as explained in INSTRUCTIONS, p.
3, Steps 4 and 5.

If either the EBH or the ES reaches the number specified on this table, perform
the inspection indicated.

--------------------------------------------------------------------------------
              FUEL TYPE USED (single fuel)                       INSPECTION
--------------------------------------------------------------------------------
 NATURAL GAS /        OIL (O)      CRUDE / RESIDUAL (C/R)
  PROPANE(G)
--------------------------------------------------------------------------------
                                                 TOTAL
TOTAL   TOTAL    TOTAL    TOTAL   TOTAL        EQUIVALENT        INSPECTION
EQUIV-  EQUIV-   EQUIV-   EQUIV-  EQUIV-         STARTS             TYPE
ALENT   ALENT    ALENT    ALENT   ALENT    (Startup fuel used    RECOMMENDED
HOURS   STARTS   HOURS    STARTS  HOURS    oil or gas/propane)
(EBH)    (ES)    (EBH)     (ES)   (EBH)             (ES)
                                           -------------------
                                             OIL        GAS/
                                                      PROPANE
================================================================================
[*]       [*]     [*]        [*]     [*]      [*]        [*]       COMBUSTOR
                  [*]                [*]                           (MINOR)
--------------------------------------------------------------------------------
[*]       [*]     [*]        [*]     [*]      [*]        [*]       COMBUSTOR
                                                                   (MAJOR)
--------------------------------------------------------------------------------
[*]       [*]     [*]        [*]     [*]      [*]        [*]       TURBINE
                                                                   (HOT PATH)
--------------------------------------------------------------------------------
[*]       [*]     [*]        [*]     [*]      [*]        [*]       MAJOR (*2)
--------------------------------------------------------------------------------

      (*1)  501D5 units manufactured in the 1980s (Shop Order Numbers below
            37A3900) may use the intervals shown on Table 2-4 (for post-1990
            501D5s, Shop Order Numbers 37A3900 and above) under these
            conditions:

                  Use Table 2-4 for turbine hot path intervals if
                  peripheral-cooled Row-1 blades or TBC-coated, triple-cavity,
                  Row-1 blades are retrofitted. Consult Westinghouse for
                  additional recommendations if unit has been uprated.
                  Use Table 2-4 for major inspections if compressor diaphragms
                  for rows 3-11 have been retrofitted to current 501 D5-DA
                  design.

      (*2)  In some cases, the major inspection interval may not be an integral
            multiple of the hot path interval. In such cases, either the hot
            path or the major interval may be shortened to arrange evenly spaced
            inspections.

      (*3)  This interval may be doubled for units with control systems that
            have blade path temperature spread monitoring and shutdown
            capability.

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                  - Page 12 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose, reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

                  Table 2-4. Recommended Inspection Intervals

Use for 251B9/10 - 251B11/12A, 501D5A, 501F, 501G, 701DA, & 501D5 (mfg. in
1990s, Shop Order Numbers 37A3900 and above) (*1).

Before using this table, calculate EBH and ES as explained in INSTRUCTIONS, p.
3, Steps 4 and 5.

If either the EBH or the ES reaches the number specified on this table, perform
the inspection indicated.

--------------------------------------------------------------------------------
              FUEL TYPE USED (single fuel)                       INSPECTION
--------------------------------------------------------------------------------
 NATURAL GAS /        OIL (O)      CRUDE / RESIDUAL (C/R)
  PROPANE(G)
--------------------------------------------------------------------------------
                                                 TOTAL
TOTAL   TOTAL    TOTAL    TOTAL   TOTAL        EQUIVALENT        INSPECTION
EQUIV-  EQUIV-   EQUIV-   EQUIV-  EQUIV-         STARTS             TYPE
ALENT   ALENT    ALENT    ALENT   ALENT    (Startup fuel used    RECOMMENDED
HOURS   STARTS   HOURS    STARTS  HOURS    oil or gas/propane)
(EBH)    (ES)    (EBH)     (ES)   (EBH)             (ES)
                                           -------------------
                                             OIL        GAS/
                                                      PROPANE
================================================================================
[*]       [*]     [*]      [*]      [*]      [*]        [*]        COMBUSTOR
                                                                   (MINOR)
--------------------------------------------------------------------------------
[*]       [*]     [*]       [*]     [*]      [*]        [*]        COMBUSTOR
                                                                   (MAJOR)
--------------------------------------------------------------------------------
[*]       [*]     [*]       [*]     [*]      [*]        [*]        TURBINE
                                                                   (HOT PATH)
--------------------------------------------------------------------------------
[*]       [*]     [*]       [*]     [*]      [*]        [*]        MAJOR(*2)
--------------------------------------------------------------------------------

      (*1)  501D5 units manufactured in the 1980s (Shop Order Numbers below
            37A3900) may use the Intervals shown on Table 2-4 (for post-1990 501
            D5s, Shop Order Numbers 37A3900 and above) under these conditions:

                  Use Table 2-4 for turbine hot path intervals if
                  peripheral-cooled Row-1 blades or TBC-coated, triple-cavity,
                  Row-1 blades are retrofitted. Consult Westinghouse for
                  additional recommendations if unit has been uprated.

                  Use Table 2-4 for major inspections if compressor diaphragms
                  for rows 3-11 have been retrofitted to current 501 D5-DA
                  design.

      (*2)  In some cases, the major inspection interval may not be an integral
            multiple of the hot path interval. In such cases, either the
            hotpath or the major interval may be shortened to arrange evenly
            spaced inspections.

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                  - Page 13 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. This document solely for the purpose given.

Do not disclose reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

              Procedure 3. How to Calculate Equivalent Hours (EBH)
                             for Each Type of Fuel

1.    Convert mixed-load operation hours into EBHs for each type of fuel used.

      Perform this calculation separately for each type of fuel used (other than
      for startup). Fuel types are natural gas/propane; oil; or crude/residual
      with oil or gas startup.

                                   Equation 1

            (EBH)(f) = (BH)(f)(+ 3(PH)(f)+ 10(SRH)(f)
            Where:
            (EBH)(f) = the equivalent base-load hours for given fuel type "f"
            (BH)(f)  = hours at or below base-load firing for given fuel type
            "f"
            (P H)(f) = hours at peak-load* firing for given fuel type "f"
            (SRH)(f) = hours at system reserve-load* firing for given fuel type
            "f" and "f" denotes the fuel type (natural gas/propane, oil, or
            crude/residual)

            *     ("Peak load" and "system reserve load" apply only to units
                  configured for these modes of operation.)

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

                                      Note
                 Do not mix different fuel types in Equation 1.

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

2.    If the unit used only one type of fuel, you have completed calculation of
      EBH. Apply this value to the EBH column labeled for your fuel type on the
      inspection interval table that is recommended for your unit.

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

           Return to INSTRUCTIONS, on page 3, and continue to Step 5.

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

3.    If the unit used more than one type of fuel, go to Procedure 3A, page 14.

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                  - Page 14 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose, reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

             Procedure 3A. How to Calculate Total Equivalent Hours
                              from Multiple Fuels

1.    You should have an EBH calculated for each type of fuel used. (If not,
      return to Procedure 3 on p. 13.)

2.    Combine these EBHs into a total EBH (EBH(T)) that includes multiple fuels,
      using Equation 2:

                                   Equation 2

            (EBH)(T)   = (EBH)(g) + 1.3(EBH)(o) + 1.8(EBH)(c/r)
            Where:
            (EBH)(g)   = Equivalent base-load hours on natural gas/propane
            (EBH)(o)   = Equivalent base-load hours on distillate oil
            (EBH)(c/r) = Equivalent base-load hours on crude/residual oil

3.    You have completed calculation of total equivalent hours (EBH(T)) for
      multiple fuels. Apply this value to the EBH column labeled "NATURAL
      GAS/PROPANE" on the inspection interval table that is recommended for your
      unit.

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

         Return to the INSTRUCTIONS, on page 3, and continue to Step 5.

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

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                   -Page 15 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

              Procedure 4. How to Calculate the Equivalent Number
                                 of Starts (ES)

Because the effects of cyclic thermal stress caused by some starts, trip, and
      load changes are cumulative, they are combined into one parameter:
      equivalent starts.

      1.    To calculate the Equivalent Number of Starts (ES), count only
            Successful Starts, Fired Aborts, Trips from Load, and Instantaneous
            Load Changes.

            o     Successful Start occurs when a unit reaches synchronization.
                  Successful starts are further classified, depending on the
                  total time to accelerate and reach base load:

                        Normal start occurs if a unit reaches base load in 20
                        minutes or longer.

                        Intermediate start occurs whenever a unit reaches base
                        load in less than 20 minutes, but more than 10 minutes.

                        Fast start occurs whenever a unit reaches base load in
                        10 minutes or less.

            o     Fired Abort - Occurs if the unit enters the ignition sequence,
                  but shuts down before reaching base load.

                        An unfired abort occurs if the unit shuts down before
                        ignition. Unfired aborts are to be disregarded in
                        calculating equivalent starts.

            o     Trip From Load* - Occurs after the unit reaches base load.
                  This is an abrupt shutdown that does not follow the normal
                  shutdown sequence.

            o     Instantaneous Load Change* - Occurs when a unit abruptly
                  increases or decreases load at a rate greater than the
                  specified ramp rate (in response to a change in grid demand, a
                  control system impetus, etc.).

                        *     Include the trips from load and instantaneous load
                              changes that have occurred ONLY since the last hot
                              path inspection.

                        *     For any trips or instantaneous load changes that
                              have occurred during operation above base load,
                              consult Westinghouse for additional guidelines and
                              recommendations.

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>

                                   - Page 16 -
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

Procedure 4 (Cont.)

For Definitions of Fuel, Trip, & Load Change Factors, refer to Figure 4-1, page
17.

2.    Calculate the Equivalent Number of Starts (ES).

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

            o Use Equation 3 for single-fuel operation:

                                   Equation 3

            ES(f) = Total number of (Successful Starts x Start Factor) +
                    Total number of fired aborts +
                    Total number of (Trips from Load x Trip Factor) +
                    Total number of (Instantaneous Load Changes x
                       Load Change Factor)

            Apply this value to the ES column that corresponds to the fuel used,
            on the inspection interval table recommended for your unit.

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

--------------------------------------------------------------------------------
            o Use Equation 4 for multiple-fuel operation:

                                   Equation 4

            ES(T) = Total number of (Successful Starts x Start Factor x Fuel
                      Factor)+
                    Total number of (Fired aborts x Fuel Factor) +
                    Total number of (Trips from Load x Trip Factor x Fuel
                      Factor) +
                    Total number of (Instantaneous Load Changes x
                      Load Change Factor x Fuel Factor)

            Apply this value to the ES column labeled "Natural Gas/Propane," on
            the inspection interval table recommended for your unit.

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

3.    You have completed calculation of ES.

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

           Return to INSTRUCTIONS, on page 3, and continue to Step 6.

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

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.
<PAGE>
                                   - Page 17-
                       Service Bulletin PH-36803, Rev. 7

Westinghouse Electric Corporation, Orlando, FL, USA Proprietary Class 3
Information. Use this document solely for the purpose given.

Do not disclose, reproduce, or use otherwise without the written consent of WEC.
Copyright (C) 1997 by WEC. All Rights Reserved.
--------------------------------------------------------------------------------

                    Figure 4-1. Fuel Factors, Trip Factors,
                            and Load Change Factors

Use these factors in Equations 3 or 4, on page 16, to calculate ES.

--------------------------------------------------------------------------------
     Total Time to Accelerate and Reach Base Load                   Start Factor
--------------------------------------------------------------------------------
Normal Start (20 minutes or longer)                                      [*]
--------------------------------------------------------------------------------
Intermediate Start (less than 20 minutes, but more than 10 minutes)      [*]
--------------------------------------------------------------------------------
Fast Start (10 minutes or less)                                          [*]
--------------------------------------------------------------------------------

Fuel Factors

--------------------------------------------------------------------------------
                        Fuel Used                                   Fuel Factor
--------------------------------------------------------------------------------
Natural Gas                                                              [*]
--------------------------------------------------------------------------------
Distillate Oil                                                           [*]
--------------------------------------------------------------------------------
Crude / Residual (starting on Natural Gas, Distillate Oil)               [*]
--------------------------------------------------------------------------------

Trip Factors

--------------------------------------------------------------------------------
Percentage of Base Load                                       Trip Factor
    at Time of Trip*
--------------------------------------------------------------------------------
Greater Than Base Load                                     Consult Westinghouse
--------------------------------------------------------------------------------
      76 - 100%                                                    [*]
--------------------------------------------------------------------------------
      51 -  75%                                                    [*]
--------------------------------------------------------------------------------
      26 -  50%                                                    [*]
--------------------------------------------------------------------------------
     Up to  25%                                                    [*]
--------------------------------------------------------------------------------
      *     Should be counted as a full load trip if the trip occurs on a
            combined cycle unit that is operating on external control (IGVs
            modulated at reduced load to maintain exhaust temperature at upper
            limit).

Load Change Factors

--------------------------------------------------------------------------------
       Percentage of Base Load                              Load Change Factor
at Time of Instantaneous Load Change
--------------------------------------------------------------------------------
       Greater Than Base Load                              Consult Westinghouse
--------------------------------------------------------------------------------
             76 - 100%                                              [*]
--------------------------------------------------------------------------------
             51 -  75%                                              [*]
--------------------------------------------------------------------------------
             26 -  50%                                              [*]
--------------------------------------------------------------------------------
            Up to  25%                                              [*]
--------------------------------------------------------------------------------

                                 END OF BULLETIN

   Copyright (C) Westinghouse Electric Corporation 1997; All Rights Reserved.

<PAGE>

         MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE
                            TFA SERVICES CONTRACT


                                    Exhibit E
                                Payment Schedule


         At the beginning of each month, following initial synchronization of
         the applicable Combustion Turbine until completion of the third
         Scheduled Outage of the applicable Combustion Turbine, Seller shall
         invoice Buyer $406.25/EBH accumulated by the applicable Combustion
         Turbine during the previous month. At the beginning of each month,
         following completion of the third Scheduled Outage through the end of
         the Term, Seller shall invoice Buyer $337.68/EBH accumulated by the
         applicable Combustion Turbine during the previous month.

         Invoices will be issued monthly and due net 25 days. All payments shall
         be in U.S. Dollars, escalated at the time of invoice from January 1,
         1998 according to the Escalation Factor.

         If a Scheduled Outage occurs prior to 8000 EBHs being accumulated by
         the applicable Combustion Turbine during the Period (i.e. since
         completion of the previous Scheduled Outage or since initial
         synchronization for the initial Scheduled Outage of the applicable
         Combustion Turbine), for the purpose of invoicing at that time and
         thereafter, the Combustion Turbine shall be deemed to have accumulated
         8000 EBHs when the Scheduled Outage begins and Seller shall invoice
         accordingly.




Proprietary Information               1                     AES Ironwood Project
September 23,1998                                       Maintenance Contract.doc


<PAGE>


              MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED
                          OUTAGE TFA SERVICES CONTRACT

                                    Exhibit F

                          Fuel and Water Specification

Attached are the applicable fuel and water specifications. For the purpose of
this Contract, the Parties agree that the "liquid fuel" described in this
Contract is No. 2 Fuel Oil (as defined below) and/or Jet A (as defined below).

Definitions:

"No. 2 Fuel Oil" means liquid fuel that meets the specifications set forth in
Sections 2.0 and 3.0 of the attached liquid fuel specification hereto for use in
conventional combustors.

"Jet A" means liquid fuel that meets the specifications set forth in Sections
2.0 and 3.0 of the attached liquid fuel specification hereto for use in DLN
combustors.


Proprietary Information                1                    AES Ironwood Project
September 23, 1998                                       Maintenance Conract.doc
<PAGE>

                        Water Specification - STREAM DATA

                                Stream Qualities

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Constituent, mg/l, except as noted                                 POTW          Quarry            Makeup Mix         Demineralized
                                                                                                                         Water
====================================================================================================================================
<S>                                                               <C>             <C>                   <C>
pH, standard units                                                 [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Specific Conductance, 25(degrees)C,(micro)uS/cm                    [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
P-alkalinity, as CaCO(3)                                           [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
M-alkalinity                                                       [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Sulfur, Total as SO(4)                                             [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Chloride as Cl                                                     [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Phosphate, total as PO(4)                                          [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Nitrate, as NO(3)                                                  [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Silica, Total as SiO(2)                                            [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Calcium, Total as CaCO(3)                                          [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Magnesium, Total as CaCO(3)                                        [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Sodium as Na                                                       [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Aluminum, Total as Al                                              [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Barium as Ba                                                       [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Boron as B                                                         [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Iron, Total as Fe                                                  [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Manganese, Total as Mn                                             [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Potassium as K                                                     [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Strontium as Sr                                                    [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Vanadium as V                                                      [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------
Zinc as Zn                                                         [*]              [*]                   [*]
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Sodium as Na, ppb                                                                                                               [*]
------------------------------------------------------------------------------------------------------------------------------------
Silica as SiO(2), ppb                                                                                                           [*]
------------------------------------------------------------------------------------------------------------------------------------
Chlorides as Cl, ppb                                                                                                            [*]
------------------------------------------------------------------------------------------------------------------------------------
Sulfates as SO(4), ppb                                                                                                          [*]
------------------------------------------------------------------------------------------------------------------------------------
Phosphate as PO(4), ppb                                                                                                         [*]
------------------------------------------------------------------------------------------------------------------------------------
Specific Conductivity, (micro)S/cm at 25 (degrees)C                                                                   Less than [*]
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                  WESTINGHOUSE
                                   LIQUID FUEL
                                  SPECIFICATION

  Written by:             /s/ Bruce Rising                             7/24/98
                          ------------------------------------       -----------
                          B. W. Rising                                  Date
                          Environmental Engineering


Approved by:              /s/ P. W. Pillsbury                          7/28/98
                          ------------------------------------       -----------
                          P. W. Pillsbury                               Date
                          Combustion Technology


Approved by               /s/ Paul Minard                              7/25/98
                          ------------------------------------       -----------
                          P.G. Minard                                  Date
                          Operating Plant Technical Support


Approved by               /s/ D. J. Fraser                             7/28/98
                          ------------------------------------       -----------
                          D. Fraser                                     Date
                          Combustion Turbine Marketing


Approved by               /s/ Thomas Urbas                             7/24/98
                          ------------------------------------       -----------
                          Tom Urbas                                     Date
                          Thermal Cycle and BOP System Design


Approved by               /s/ Steven J. Vance                          7/28/98
                          ------------------------------------       -----------
                          Steven J. Vance                               Date
                          CT Materials Development

Reference: 21 T0305

WBS: 362

Review Level: 5


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL                Page: 1 of 21
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                                 REVISION SHEET

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                     REISSUE
REVISION               DATE                 SECTION                    DESCRIPTION OF CHANGE
-------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                    <C>                         <C>
   001                                        All                      Original Issue
-------------------------------------------------------------------------------------------------------------------------
   002               6/08/93                  3.0                      Correct Equation
-------------------------------------------------------------------------------------------------------------------------
                                              3.0                      Rationalize W251/W501 alkali metal and lead
-------------------------------------------------------------------------------------------------------------------------
                                                                       specs; delete mention of CW 251, CW352.
-------------------------------------------------------------------------------------------------------------------------
                                              4.0                      Delete mention of CW 251, CW 352.
-------------------------------------------------------------------------------------------------------------------------
                                              5.0                      Rationalize W251/W501 alkali and lead specs.
-------------------------------------------------------------------------------------------------------------------------
                                              5.1                      Extend combined cyc. max. S to simple cyc.
-------------------------------------------------------------------------------------------------------------------------
                                              8.0                      In water injection spec., allow increase in pH
-------------------------------------------------------------------------------------------------------------------------
                                                                       range from 7.0 to 8.0, to 5.5 to 8.0, in specified
-------------------------------------------------------------------------------------------------------------------------
                                                                       situations.
-------------------------------------------------------------------------------------------------------------------------
   003              10/01/97                   All                     Changes to Tables 3-1, 3-2 and 8-1. Added new
                                                                       ASTM requirements. Distinguish requirements for
                                                                       DLN and Conventional Combustors. Revised fuel
                                                                       restrictions for DLN. Modification to Section 1.0
                                                                       paragraph for DLN, and Section 2.0 for fuel
                                                                       description. Address changed on Table 2-1. Page
                                                                       11: added 2.4 cSt reference for DLN.. Page 11
                                                                       4.5, text changes. Page 12, 4.7, text added that
                                                                       crudes and blends are not applicable to DLN. Page
                                                                       13, 4.9 added note for No.2 fuel.. 4.10, note on
                                                                       no thermal stability requirement for conventional
                                                                       combustion systems.
-------------------------------------------------------------------------------------------------------------------------
   004               7/28/98                   1.0                     Rewrite first paragraph
-------------------------------------------------------------------------------------------------------------------------
                                           Table 8-1                   Revised ASTM method for Gross Heat of
                                                                       Combustion, Sodium, Potassium, Vanadium,
                                                                       Calcium, Other metals
-------------------------------------------------------------------------------------------------------------------------
                                              3.0                      Changed title to "Fuel Requirements"
-------------------------------------------------------------------------------------------------------------------------
                                              5.8                      Updated paragraph on red dye
-------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

-------------------------------------------------------------------------------------------------------------------------
</TABLE>


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL                Page: 2 of 21
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                                TABLE OF CONTENTS
SECTION                                                                     PAGE
REVISION SHEET .............................................................  2

1.0      INTRODUCTION ......................................................  5

2.0      FUEL TYPES ........................................................  5

3.0      FUEL REQUIREMENTS .................................................  7

4.0 FUEL PHYSICAL PROPERTIES ............................................... 10
         4.1   Flash Point ................................................. 10
         4.2   Vapor Pressure .............................................. 10
         4.3   Pour Point .................................................. 10
         4.4   Viscosity ................................................... 10
         4.5   Ramsbottom Carbon Residue ................................... 11
         4.6   Bottom Sediment and Water (BS&W) ............................ 12
         4.7   Ash ......................................................... 12
         4.8   Wax ......................................................... 12
         4.9   Distillation Temperature .................................... 13
         4.10  Thermal Stability ........................................... 13
         4.11  Density ..................................................... 13

5.0      CONTAMINANTS ...................................................... 14
         5.1   Sulfur ...................................................... 14
         5.2   Fuel Bound Nitrogen ......................................... 15
         5.3   Sodium Plus Potassium ....................................... 15
         5.4   Vanadium .................................................... 15
         5.5   Calcium ..................................................... 16
         5.6   Lead ........................................................ 16
         5.7   Other Contaminants .......................................... 16
         5.8   Red Dye ..................................................... 16

6.0      FUEL TREATMENT .................................................... 17
         6.1   Treatments Employed to Alter Physical Properties ............ 17
         6.2   Treatments Employed to Reduce the Corrosive Effects of ...... 17
               Trace Metal Contaminants .................................... 17


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL                Page: 3 of 21
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

7.0      ENVIRONMENTAL CONSIDERATIONS ...................................... 18
         7.1   Opacity ..................................................... 18
         7.2   Sulfur ...................................................... 19
         7.3   Particulates ................................................ 19
         7.4   Nitrogen Oxides ............................................. 19

8.0      FUEL, AIR, STEAM AND WATER EVALUATION ............................. 19
         3.1   Fuel Sampling Method ........................................ 19
         8.2   Fuel Analysis Requirements .................................. 20
         8.3   Inlet Air Analysis Requirements ............................. 20
         8.4   Steam and Water Injection Quality ........................... 20


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL                Page: 4 of 21
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

1.0   INTRODUCTION

      This document defines the fuel requirements for Westinghouse combustion
      turbines. Requirements are established for all combustion systems
      including both conventional combustion systems and Dry Low NO(x) (DLN)
      systems.

      Light fuels, such as naphtha, require modifications to the fuel handling
      system to address high volatility and poor lubrication properties. The
      requirements of heating, water washing, and the use of additives must be
      recognized when using fuels heavier than No. 2 distillate. Fuel
      contaminants, such as vanadium, sodium, potassium and lead must be
      controlled in order to achieve acceptable turbine parts life. It should be
      noted that these same contaminants can be introduced via the inlet air or
      by water/steam injection and that the combined effect from all sources
      must be considered.

      The ultimate decision of which type fuel to use will depend on several
      factors. These include the delivered price, the cost of treatment of its
      physical properties/contaminant levels which do not meet standard
      requirements, the cost of altering the fuel handling system (if required),
      and the maintenance costs associated with the grade of fuel.

      It is the intent of this specification to define the critical combustion
      properties and impurities which must be controlled to prevent adverse
      effects on turbine performance and operability.

2.0   FUEL TYPES

      Table 2-1 summarizes the general types of liquid fuels that may be
      considered for use in combustion turbines. The closest ASTM specifications
      that fit the four broad classes, along with the common names of some of
      the representative fuels, are also given. In addition to the fuels shown
      in the table, conventional combustors may also be used with naphtha,
      natural gas condensibles, methanol, etc. In all cases, certain physical
      properties and levels of contaminants must be met in order to achieve
      maximum efficiency and minimum maintenance. Some of the heavier fuels may
      require heating, fuel treatment and/or special handling, while even with
      clean fuels, proper care must be exercised to avoid transportation and
      storage contamination.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL                Page: 5 of 21
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                TABLE 2-1 GENERAL CLASSIFICATION OF LIQUID FUELS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                             Fuel Types and Classifications
General Properties                  Light Distillate          Heavy Distillate              Crude and                     Residual
                                                                                            Blended
                                                                                            Residual
----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                       <C>                           <C>                           <C>
Ash                                 Low                       Low                           Low to medium High

Viscosity                           Low                       Medium                        Wide                          High

Volatility                          High-medium               Medium                        Wide                          Low

<CAPTION>
                                                                      Closest ASTM Types(1)

<S>                                 <C>                       <C>                           <C>                           <C>
Gas Turbine Fuel                    0-GT, 1-GT,               3-GT                          3-GT                          4-GT

(D 2880)                            2-GT

Burner Fuel (D 396)                 1,2                       4                             4, 5                          6

Diesel Fuel (D 975)                 l-D, 2-D                  4-D                           4-D

Kerosene (D3699)                    1-K, 2-K

Aviation Turbine Fuel               Jet A, A-1, B
(D 1655)

Common Fuel Names                   Naphtha, JP-4,            Gas Oil                      Marine Diesel                  Bunker C
                                    JP-5                                                   Fuel
                                    Marine Gas Oil            Navy Standard
                                                              Distillate
</TABLE>

(1)   Annual Book of ASTM Standards, current revision. American Society for
      Testing and Materials, 100 Barr Harbor Drive, West Conshohocken, PA 19428,
      U.S.A.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL                Page: 6 of 21
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

      The major consideration with respect to turbine operation is the amount of
      impurities, such as V, Na, K, Pb, entering the hot gas path. In addition
      to the fuel, these contaminants can be introduced into the turbine from
      other sources such as the inlet air, water used in evaporative coolers,
      and steam/water injection used for NO(x) control or power augmentation. A
      method is presented in the next section to assess the contribution from
      these alternate sources.

3.0   FUEL REQUIREMENTS

      To be acceptable for use in Westinghouse combustion turbines, the fuel
      must meet the physical properties limits of Table 3-1, and the allowable
      total contaminant limits of the fuel and all other sources, such as inlet
      air, steam, or water injection shall meet the limits of Table 3-2. To sum
      contaminants from all sources the following formula shall be used:

      {If + [I(air) x (l-K(a))x(A/F)] + [I(stm) x (S/F)] + [I(w) x (W/F)] +
      [I(add) x (AD/F)]} = TCL where:

            TCL = equivalent total contaminant level, ppmw

            I(f) = contaminant level in fuel entering turbine, ppmw

            I(air) = contaminant levels in air entering filters, ppmw

            I(stm) = contaminant level in injection steam entering turbine, ppmw

            I(w) = contaminant level in injection water entering turbine, ppmw

            I(add) = contaminant level in additives entering turbine, ppmw

            (A/F) = air to fuel weight ratio

            (S/F) = steam to fuel weight ratio

            (W/F) = water to fuel weight ratio

            AD/F  = additive to fuel weight ratio

            K(a) = efficiency of air filters (0 = no filtering: 1.00 = all
                   filtered)

      The total contaminant level for each species must be less than the limit
      given in Table 3-2.

      Sections 4.0 and 5.0 of this specification provide detailed technical
      background on the limits in Tables 3-1 and 3-2.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL                Page: 7 of 21
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

           TABLE 3-1 PHYSICAL PROPERTY REQUIREMENTS FOR LIQUID FUELS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  Property                    Units             ASTM         Minimum      Maximum              Maximum              Comments
  Combustor                                     Test                        DLN             Conventional
    Group                                      Method
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                      <C>           <C>        <C>                <C>                  <C>
Flash Point           (degrees)C ((degrees)F)  D93           38(100)    NR                 Same as DLN          See text
                                               (D56)****
Vapor Pressure        kPa (psi)                D323          NR        14(2.0)             Same as DLN          See text
T(fuel)-Pour Point    (degrees)C ((degrees)F)  D97           NR        17 (30)             Same as DLN          Below minimum
Temperature
                                                                                                                expected fuel
                                                                                                                temperature
                      --------------------------------------------------------------------------------------------------------------
Viscosity             cSt*                     D445          1.8       2.4 (ignition)      5.8 (ignition)(1)    501 Frames
(SI Units)                                                             2.4 (ignition)      10.0 (ignition)      Other Frames
                                                                       2.4 (steady state)  20.5 (steady state)  All Frames
                      --------------------------------------------------------------------------------------------------------------
Ramsbottom            wt %                     D524          NR        0.15                0.35(0.l5**)         For distillates:
Carbon                                                                                                          See text for other
Residue                                                                                                         fuels
                      --------------------------------------------------------------------------------------------------------------
Bottom Sediment       vol %                    D1796         NR        0.05                Same as DLN          Distillate fuels
and Water
                      vol %                                  NA        NA                  1.0                  Crude and
                                                                                                                Residual Fuels
                      --------------------------------------------------------------------------------------------------------------
Ash                   wt %                     D482          NR        0.01                0.01 max             Distillate
                                                                                           0.03 max             Residual
Wax                   wt %                                   NR        NR                                       See text
                      --------------------------------------------------------------------------------------------------------------
Distillation          (degrees)C((degrees)F)   D 86                    288                 338 max              See text
Temperature 90%                                                        (550)               (640)
End Point                                                              300                 366 max
                                                                       (572)               (690)
                      --------------------------------------------------------------------------------------------------------------
Thermal Stability(2)                           D3241         NR        No. 1               NR                   See text
Existent Gum          mg/100                   D381                    7                   NR
                      ml
Bromine Index                                  D2710         NR        400                 NR
Smoke Point           mm                       D1322         25***     NR                  NR
API Gravity                                    D1298         37***     NR                  NR
Density               kg/m(3) @                D1298         775***    840                 NR                   See text
                      15(degrees)C
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NR =  No Restriction
NA =  Not Applicable
*     See Section 4.4 for other common units of viscosity
**    Opacity constraint; See Section 7.1
***   Minimum for DLN
****  Test method for fuels lighter than No. 2

----------
(1)   Fuel heating may be used to comply with viscosity requirements for
      conventional combustion systems.

(2)   This test is to be run at 245(degrees)C. See paragraph 5.9 regarding
      dyed fuels.

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL                Page: 8 of 21
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

            TABLE 3-2 MAXIMUM ALLOWABLE TOTAL CONTAMINANT LEVEL FROM
                           FUEL, AIR, STEAM, AND WATER

--------------------------------------------------------------------------------
                               Maximum Permitted by Engine Frame
Contaminant       Units       CW191       W251       W501          Comments
--------------------------------------------------------------------------------
FBN               wt%         [*]         [*]        [*]
S                 wt%         [*]         [*]        [*]           See text
V                 ppmw        [*]         [*]        [*]           Without
                                                                   treatment
Na + K            ppmw        [*]         [*]        [*]           Standard
                                                                   Production
Na + K            ppmw        [*]         [*]        [*]           Coated Blades
                                                                   & Vanes, 3
                                                                   Rows
Ca                ppmw        [*]         [*]        [*]
Pb                ppmw        [*]         [*]        [*]
                              [*]         [*]        [*]
Ba                ppmw        [*]         [*]        [*]
Mn                ppmw        [*]         [*]        [*]
P                 ppmw        [*]         [*]        [*]
                              [*]         [*]        [*]
Cl                ppmw        [*]         [*]        [*]
--------------------------------------------------------------------------------

Definitions
--------------------------------------------------------------------------------
FBN   Fuel Bound Nitrogen        The above values are recommended maximums. In
                                 some cases, higher concentrations may be
                                 encountered. Their acceptability must be
                                 reviewed by Westinghouse.
S     Sulfur           V         Vanadium
Na    Sodium           K         Potassium
Ca    Calcium          Pb        Lead
Ba    Barium           Mn        Manganese
P     Phosphorous      Cl        Chlorides
--------------------------------------------------------------------------------

* Maximum allowable levels when an oxidation catalyst, SCR, or any highly active
metal surfaces are present in the combustor or turbine exhaust.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL                Page: 9 of 21
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

4.0   FUEL PHYSICAL PROPERTIES

4.1   Flash Point

      The flash point is the fuel temperature at which there is sufficient
      flammable vapor to flash (burn) when brought into contact with an external
      flame. Minimum permissible flash points are regulated by national, state
      and local regulations. When the flash point is below the permissible
      value, explosion-proofing of electrical equipment to the appropriate codes
      is required.

      In general, fuels with flash points below 37.8(degrees)C (100(degrees)F)
      require such special safety precautions as outlined in the National
      Electrical Code Hazardous Locations Classification Class 1, Division 2,
      Group D.

4.2   Vapor Pressure

      Vapor pressure is the pressure, at a constant temperature, below which a
      liquid would begin to vaporize. The standard fuel system will accept fuels
      having a maximum vapor pressure of 14 kPa (2.0 psi). (Test ASTM D323;
      37.8(degrees)C [100(degrees)F]) Above this limit, a secondary fuel system
      would be required, such as natural gas or No. 2 distillate, for the
      start-up and shut-down sequences. This limitation is imposed to prevent
      vapor lock in the fuel lines as well as at the nozzles during the ignition
      cycle. In addition, the use of a high vapor pressure fuel may require
      changes to the standard fuel pump and piping.

4.3   Pour Point

      The pour point is an indication of the lowest temperature at which a
      liquid fuel can be stored and still be capable of flowing under
      gravitational forces. Fuel flow at the pour point is greatly restricted,
      primarily because of the growth of wax crystals that can clog filters and
      piping. This condition is usually avoided if the pour point of the fuel is
      17(degrees)C (30(degrees)F) lower than the minimum expected fuel
      temperature. Some waxy crudes, however, may require an even larger
      temperature differential.

      In general, the bulk fuel temperature in large storage tanks will
      correspond to the avenge seasonal ambient temperature. In cold climates,
      fuel forwarding piping might require insulating and heat tracing to meet
      the pour point criteria.

4.4   Viscosity

      The viscosity of a liquid is a measure of its resistance to flow. In fuel
      it is highly significant, since it indicates the relative ease with which
      it may be pumped, the


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 10 of 21
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

      degree of atomization at the fuel nozzles, and its lubricity
      characteristics for pumps and flow dividers.

      The standard fuel system requires a minimum kinematic viscosity of 1.8 cSt
      for satisfactory operation of the pumps and flow divider. Fuels with
      viscosity as low as 0.43 cSt may be considered, but will require special
      pumps and the addition of lubricity agents.

      The kinematic viscosity of the fuel must not exceed 5.8 cSt (501 frames)
      or 10 cSt (CW191, and W251 frames), for satisfactory ignition, and 20.5
      cSt (all frames) for satisfactory operation following ignition. (All DLN
      engines are limited to a maximum liquid fuel viscosity of 2.4 cSt for all
      conditions. Please see Table 3-1.) Fuels not meeting these viscosity
      limits will require heating. An upper fuel temperature limit of
      127(degrees)C (260(degrees)F) should not be exceeded, otherwise excessive
      thermal degradation of the fuel may occur.

      Heating will also increase the fuel vapor pressure which could affect
      ignition characteristics and increase the fire hazard (flash point).

      Note:        1.8 cSt          = 32 SSU              = 30 seconds Redwood 1
                   2.4 cSt          = 34 SSU              = 31 seconds Redwood 1
                   5.8 cSt          = 45 SSU              = 41 seconds Redwood 1
                  10.0 cSt          = 59 SSU              = 51 seconds Redwood 1
                  20.5 cSt          = 100 SSU             = 86 seconds Redwood 1

4.5   Ramsbottom Carbon Residue

      The carbon residue is a measure of the carbonaceous materials left in a
      fuel after all the volatile components are vaporized in the absence of
      air. It is a rough approximation of the tendency of a fuel to form carbon
      deposits in the fuel nozzle or in the combustor. In order to obtain
      measurable values of carbon residue in the lighter fuels, it is necessary
      to remove 90 percent of the oil by a prescribed method of distillation,
      and then determine the carbon residue concentrated in the remaining 10
      percent bottoms.

      Distillate fuels must have a carbon residue of less than 0.35% by weight
      (0.15 weight % for DLN) measured on a 10% residuum. Crudes and heavier
      fuels may reach 12% by weight on a 100% sample. The acceptability of any
      value above those in Table 3.1 should be reviewed by Westinghouse, in
      conjunction with the complete fuel specification. See Opacity (Section
      7.1) for other considerations.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
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TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
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<PAGE>

4.6   Bottom Sediment and Water (BS&W)

      Appreciable amounts of sediment (gums, resins, scale, sand or soil) and
      water in a fuel tend to cause fouling of the fuel-handling facilities. An
      accumulation of sediment in storage tanks and on filter screens obstructs
      the flow of oil from the tank to the combustion turbine, and requires
      increased maintenance. Water in distillate fuels may cause corrosion of
      tanks and equipment. BS&W is limited to 0.05% for No. 1 and No. 2 fuels
      (ASTM D396). Water in the heavier residual fuels (No. 3 to No. 6) may
      cause emulsions and, therefore, BS&W is limited to 1.0%.

      To avoid system contamination problems from BS&W, all fuel storage tanks,
      whether distillate or residual, should be equipped with floating suctions.
      Site oil tank management procedures, as well as detail drawings of tank
      suctions and drains must be submitted to Westinghouse for approval before
      operation of the engine on oil. The suctions should have low level bottom
      limits which ensure that the suction is always some distance from the
      bottom, to avoid the water and sediment that collect there. In addition,
      any sludge and water must be periodically drained from the bottom of the
      tanks to reduce the risk of contamination.

4.7   Ash

      Ash, the non-combustible material in an oil, may be present in fuel in
      two forms - solid particles or water/oil soluble metallic compounds.

      The solid particles are, for the most part, the same material that is
      designated as bottom sediment in the previous section. Depending on their
      size, these particles can contribute to wear in the fuel system, and to
      plugging of the fuel filter and the fuel nozzle. Most soluble metallic
      compounds do not normally create filter clogging problems. However, in the
      presence of water, certain compounds can react to form a sludge which can
      cause considerable blockage problems.

      Distillate fuels in DLN applications must have less than 0.01% by weight
      of ash, but crudes, residuals and blends may have considerably more.
      However, crudes, residuals, and other fuel blends are only appropriate
      with conventional (non-DLN) combustors. Should the ash content of a
      proposed fuel exceed 0.03% by weight, its acceptability should be reviewed
      by Westinghouse.

4.8   Wax

      Many paraffinic base crude oils and heavy distillates contain wax at room
      temperature. Most fuel analyses indicate the wax content in percent by
      weight. Filter plugging can result unless the fuel is heated sufficiently
      high to melt the wax. For most crude oils, a temperature level of
      54(degrees)C-60(degrees)C (130(degrees)F-140(degrees)F) should maintain
      the wax in solution.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
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<PAGE>

      While no standard ASTM laboratory procedure exists for determining the
      melting point of wax, several current procedures are acceptable. Normally,
      the wax is separated from the fuel by conventional physical methods and
      independently heated to obtain the melting point.

4.9   Distillation Temperature

      In general, 90% of a No. 2 distillate fuel will be recovered at the
      distillation temperature of 338(degrees)C (640(degrees)F). Crudes,
      residuals, and blends will require a higher temperature to achieve this
      recovery, and the relation with temperature may not be linear. Deviations
      from linearity in the distillation curve may indicate the presence of
      impurities. For DLN applications, 90% of the fuel will be recovered at
      288(degrees)C (550(degrees)F).

4.10  Thermal Stability

      High viscosity fuels, such as residuals and blends, may require heating to
      high temperatures to meet the viscosity requirements.

      The tendency of such fuels to resist breakdown into resins and deposits
      that might block filters is measured by the ASTM thermal stability test
      D3241 The fuel oil should not exceed the Number 1 classification in all
      DLN applications. There are no restrictions of this thermal stability test
      on conventional combustion systems.

4.11  Density

      The density of fuels for combustion turbine use is not critical. It will
      be of economic significance, however, in the purchase of fuel by volume.
      As the density of the fuel approaches that of water, there will be
      increasing difficulty in separating water from the oil in water wash fuel
      treatment systems. This usually occurs for a density above 970 kg/m3
      (60.56 lbs/cu. ft.; API = 14.2; specific gravity = 0.97).

                                               141.5
      API Gravity (degrees) = -------------------------------------- - 13.15
                               sp.gr. @15.6 (degrees)C(60(degrees)F)

      Note: For converting from specific gravity to API gravity, the following
      can be used:


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
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<PAGE>

5.0   CONTAMINANTS

      Contaminants from all sources must be considered and accounted for when
      using the limits defined in this specification. Non-fuel borne
      contaminants from sources such as compressor inlet air, steam/water
      injection for NO(x) control or power augmentation, and water for
      evaporative coolers must be considered. The total fuel borne and non-fuel
      borne contaminants must not exceed the specified limits. The equation
      given in Section 3.0 should be used to determine the effective contaminant
      concentration.

      Westinghouse should be consulted for recommendations on the selection and
      use of appropriate systems for air filtration and water purification to
      minimize contamination from non-fuel sources.

      Trace elements may be found native to the fuel or they may be introduced
      during transport, handling or storage.

      Sodium, potassium, vanadium and lead induce corrosion of metals in the hot
      gas path of the turbine, whereas calcium causes ash deposits that may be
      difficult to remove and, hence, degrade performance.

      Special coatings and materials may be selected to minimize corrosion of
      components in the turbine hot gas path.

      Finally, the unit may be appropriately derated or operated at partial load
      at certain contaminant levels.

      Therefore, to meet expected parts life and to sustain good performance, it
      is recommended that these trace elements be held within the stated limits.

      5.1   Sulfur

            Sulfur, normally burning to sulfur dioxide, in the presence of
            excess oxygen can partially oxidize to sulfur trioxide in the
            turbine. In most localities, limits are set on the emission of SO(2)
            and SO(3) (i.e. SO(x)) from the stack, and thus the fuel sulfur must
            be limited to a level low enough to meet the SO(x) limit. Sulfur
            trioxide can combine with trace metal contaminants in the fuel ash
            to form low melting point compounds. These sulfate compounds cause
            severe corrosion to turbine hot section parts. Experience in the
            combustion turbine industry has shown that prevention of corrosion
            of hot section parts by limiting the sulfur content of the fuel is
            impractical. Corrosion control is therefore achieved by limiting the
            amount of trace metal contaminants in the fuel rather than limiting
            sulfur.

            For combined cycle and heat recovery applications, the sulfur
            restriction is 0.5% by weight. This limit is set to prevent
            condensation of sulfuric acid and subsequent


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

            HRSG and exhaust system corrosion. For sulfur levels above 0.5%,
            Westinghouse should be consulted.

      5.2   Fuel Bound Nitrogen

            Fuel bound nitrogen is converted into exhaust NO(x) during the
            combustion process. It must be limited to avoid exceeding allowable
            NO(x) limits at the particular site. Currently, the recommended
            maximum limit is 0.015 wt% for all applications. Higher levels may
            be encountered, but their acceptability is subject to Westinghouse
            review.

      5.3   Sodium Plus Potassium

            The behavior of sodium and potassium in the combustion turbine is
            very similar to that of vanadium. During passage through the hot gas
            path, these elements can combine with sulfur and/or vanadium to form
            highly corrosive compounds. These compounds are molten over a wide
            temperature range encompassing normal turbine operating conditions.

            Accordingly, the sodium plus potassium level is limited to 0.5 ppmw,
            for current production Westinghouse W501 turbines. For those
            Westinghouse units which have had special protective coatings
            applied on the first three stages of the turbine, a limit of 1.0
            ppmw may be used for sodium plus potassium. Consult Westinghouse for
            information regarding coatings in specific turbines.

            Note: The allowable sodium plus potassium level for the CW 191 and
            W251 models is 1.0 ppmw.

      5.4   Vanadium

            During the combustion process, vanadium can combine with other
            elements in the hot gas path to form low melting point compounds,
            such as vanadium pentoxide, which cause severe corrosion of turbine
            hot section parts. Fuel employed in Westinghouse combustion turbines
            without special treatment is strictly limited to a maximum of 0.5
            ppmw vanadium. For vanadium levels in excess of 0.5 ppmw, the fuel
            must be treated with an appropriate additive.

            Note: The allowable vanadium level (without treatment) for the CWl9l
            turbine is 2.0 ppmw.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

      5.5   Calcium

            Calcium is not harmful from a corrosion standpoint; in fact, it
            serves to inhibit the corrosive action of vanadium. However, calcium
            can lead to hard and tenacious deposits which are neither
            self-spalling when the gas turbine is shut down, nor readily
            removable by water-washing of the turbine. Since these deposits will
            degrade performance, the maximum limit for calcium is 10 ppmw.

      5.6   Lead

            Lead can cause corrosion and impair the beneficial inhibiting
            effects of magnesium additives used in conjunction with high
            vanadium levels. When lead is present with other corrosion causing
            impurities (e.g., Na, K, V) the corrosion is more rapid than with
            any single impurity. Since lead is rarely found in significant
            quantities in crude oil, its appearance in the fuel is primarily the
            result of contamination during processing or transportation. For
            reliable turbine operation, lead is limited to a maximum of 0.5
            ppmw.

      5.7   Other Contaminants

            Barium and manganese have been shown to accelerate hot corrosion of
            turbine parts in the presence of sodium and/or sulfur. Certain fuel
            additives use these elements to reduce exhaust smoke levels. Barium
            compounds are sometimes added to fuel as sludge dispersants.

            Phosphorous is an another impurity which can cause hot corrosion in
            combustion turbines. The most likely source of this contaminant is
            the inlet air which, in some geographic areas, can contain high
            amounts of phosphorous-containing dust.

            There is insufficient test data to define exact maximum limits on
            the amount of barium, manganese and/or phosphorous permitted in the
            turbine hot section. It is recommended, however, that the
            concentration of individual contaminants should not exceed 2.0 ppmw.

      5.8   Red Dye

            On November 24, 1993, the Internal Revenue Service issued a "Notice
            of Proposed Rule Making" defining a policy of dyeing fuels for
            non-road applications. The fuel is less expensive because the fuel
            tax is not paid at the bulk fuel terminals. Tests have shown that
            the red dye does not affect the thermal stability of either No. 2
            fuel or Jet A.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 16 of 21
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

6.0   FUEL TREATMENT

      Fuels which do not meet the requirements as specified in the previous two
      sections must be treated in order to be suitable for use in Westinghouse
      combustion turbines. Various fuel treatment approaches can address both
      the physical and chemical properties of the fuel.

      6.1   Treatments Employed to Alter Physical Properties

            Some of the fuels available for use in combustion turbines,
            typically residuals and heavy distillates, require heating to
            satisfy certain physical properties. Low viscosity, light
            distillates need additives to improve lubricity characteristics.

            6.1.1 Heating

                  Heating of the fuel is sometimes required to raise the
                  temperature above its pour and wax melting points to improve
                  pumpability, improve treatment separation of contaminants, and
                  obtain suitable viscosity for atomization by the fuel nozzles.

            6.1.2 Use of Additives

                  Although light fuels are normally clean burning (low emissions
                  and minimal nozzle clogging), their low viscosities are
                  troublesome for certain fuel system components.

                  In order to continuously handle fuels with viscosities in the
                  1.4 to 1 .8 centistoke range (jet fuels), a lubricity additive
                  injection system would be needed. Fuels approaching the
                  minimum limit of 0.43 cSt would require a complete optional
                  fuel system, including special fuel pump, and additive
                  injector pump.

      6.2   Treatments Employed to Reduce the Corrosive Effects of Trace Metal
            Contaminants

            Should the fuel contain higher than allowable concentrations of
            these elements, several alternatives may be considered to improve
            its acceptability. Desalting by water washing is a commonly used
            technique to reduce the concentration of sodium and potassium, and
            is partially effective for calcium. Additives may be used to inhibit
            the corrosive effects of vanadium, and, less frequently, to
            counteract the effects of modest amounts of sodium plus potassium.

            6.2.1 Water Washing

                  Water washing of fuel is the preferred treatment for removing
                  excess sodium and potassium, which is primarily in the form of
                  water soluble compounds. This treatment involves the mixing of
                  the fuel, wash water, and a demulsifying


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
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TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                  agent, followed by separation. The separation of the fuel from
                  the water solution (which has attracted the corrosive salts)
                  can be done by either a centrifugal, electrostatic or hybrid
                  system. The latter is employed for heavy residuals to make use
                  of the best features of each method of separation.

                  For fuels having sodium plus potassium levels between 1.0 and
                  10.0 ppmw and up to 10 ppmw vanadium, it is possible to treat
                  for corrosion inhibition with special additives. This is
                  handled on a case-by-case basis through consultation with
                  Westinghouse.

            6.2.2 Use of Additives

                  The addition of an oil soluble magnesium based compound to
                  fuels containing vanadium greater than 0.5 ppmw is an
                  effective means of inhibiting the detrimental effects of
                  vanadium in the turbine hot section. A magnesium to vanadium
                  weight ratio of 3.0 has been shown to produce optimum results.
                  Note that lead, if present, can interact with the vanadium
                  requiring additional magnesium to be added. In this case the
                  magnesium to vanadium + lead weight ratio should be 3.0. The
                  additive should be uniformly dispersed throughout the fuel
                  prior to reaching the fuel nozzles.

                  After a number of operating hours on magnesium inhibited
                  fuels, deposits will accumulate on the turbine blades and
                  vanes, subsequently reducing turbine output. Periodic
                  cleaning, via an off-line water wash cycle, is needed to
                  restore the lost power. Strict procedural safeguards are
                  incorporated into the wash cycle to prevent ferritic corrosion
                  by the chlorides present in the water.

7.0   ENVIRONMENTAL CONSIDERATIONS

      Regulations regarding the allowable concentrations or quantities of
      various pollutants in the combustion turbine exhaust have been developed
      by various national, state and local environmental agencies. The influence
      of various fuel components on the pollutants presently regulated can be
      described.

      7.1   Opacity

            Opacity levels are affected by the fuel constituents. The hydrogen
            content of a fuel affects its smoking tendency, with a decrease
            leading to a more visible exhaust plume. In general, the hydrogen
            content decreases as fuels get heavier. No. 2 distillates normally
            contain 12 to 13.5% hydrogen. If required opacity levels are below
            20% (based on standard stack design), the fuel must have a weight
            ratio of carbon to hydrogen less than 6.3, (approximately 13.5 to
            13.8% hydrogen) a Diesel index* greater than 60, and a Ramsbottom
            carbon residue on 10% residuum less than 0.15 wt % (ASTM D 524/D
            86).


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
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<PAGE>

            *     Diesel Index is: (1/100) x (API Gravity) x (Aniline Point in
                  Deg. F) Aniline Point is determined by ASTM D 611.

      7.2   Sulfur

            Fuel sulfur forms both sulfur dioxide (SO(2)) and a small portion of
            sulfur trioxide (SO(3)). Local or regional environmental regulations
            will limit emissions of SO(2), which will affect the allowable fuel
            sulfur levels. The recommended maximum fuel sulfur for engine
            operation is 0.5 wt%.

      7.3   Particulates

            The SO(3) that is formed combines with the water generated in the
            combustion process to make sulfuric acid (H(2)SO(4)) mist. Since the
            mist will collect on a fine filter, it is often included in the
            particulate emissions.

      -     The additive used for the suppression of vanadium corrosion contains
            magnesium, and the resultant compounds form solid particulates. Ash,
            by definition, is non-combustible, and passes directly into the
            exhaust as a solid particulate.

      7.4   Nitrogen Oxides

            Fuel bound nitrogen is readily converted to nitrogen oxides (NO(x))
            during the combustion process. With stringent NO(x) level
            regulations, fuel bound nitrogen must be reviewed in conjunction
            with the thermal NO(x) component, which is exponentially dependent
            on flame temperatures reached during the combustion process.

8.0   FUEL, AIR, STEAM AND WATER EVALUATION

      In order to determine the feasibility of burning a candidate liquid fuel
      in a Westinghouse combustion turbine, a representative oil analysis shall
      be submitted to Westinghouse for review and recommendation, together with
      the ambient air and injected steam/water quality. Where analytical
      services are not available they can be purchased from Westinghouse.

      Subsequent to the analysis of the fuel, inlet air, and steam/water
      quality, an overall fuel treatment/coatings/inlet air filtration program
      can be formulated.

      8.1   Fuel Sampling Method

            Fuel samples should always be drawn from a sampling point in the
            pipe or tank which will provide fuel that is well-mixed, in order to
            assure an accurate representation. When sampling from storage, ASTM
            Method D 4057 or equivalent should be followed. The sample (at least
            one gallon) should be stored in a plastic vessel, either
            polyethylene or polypropylene, that is tightly sealed to prevent
            loss of volatiles. Since


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
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TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
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<PAGE>

            certain constituents are significant at the part per million level,
            extreme care must be taken in sampling to ensure that a
            representative sample is delivered to the laboratory.

      8.2   Fuel Analysis Requirements

            A complete evaluation of a candidate fuel depends on an assessment
            of the specification requirements outlined in Sections 4.0 and 5.0.

            An analysis of the proposed fuel (per recommended ASTM methods)
            should be submitted covering all the physical and chemical data
            listed below.

      8.3   Inlet Air Analysis Requirements

            Inlet air contaminants must be considered when determining the total
            contaminant level. An analysis of the inlet air should be submitted
            covering the pertinent contaminants outlined in the specification.
            In those cases where evaporative cooling is employed, inlet air
            sampling must be downstream of the evaporative cooler.

      8.4   Steam and Water Injection Quality

            In general, demineralized water is required (a degasification stage
            is not required). The pH should fall in the range 7.0 to 8.0, with
            the following exception: For applications where the demineralized
            water is stored in a tank vented to the atmosphere, the pH may be
            allowed to decay to a level of 5.5, due to absorption of carbon
            dioxide. In this case, adequate measures must be taken in the design
            of the water storage, handling, and forwarding system to prevent
            system corrosion due to increased water acidity.

            The oxygen level, as determined by O(2) saturated water, should not
            exceed 9 ppmw. The concentration of iron plus copper in the steam or
            water should be less than 0.1 ppmw. The concentration of silica in
            the steam or water should be less than 0.1 ppmw, to avoid plant
            equipment problems, and degradation of efficiency. These and other
            solids are assumed to oxidize during the combustion process and
            result in added particulate emissions.

            The concentration of Na, K, Ca, V, Pb, Mn and P in the steam or
            water must be sufficiently low so that when combined with the same
            elements contained in the fuel, according to the formula in Section
            3.0, the limits in Table 3-2 will not be exceeded.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                        TABLE 8-1. FUEL ANALYSIS REQUIRED

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Physical Properties                        ASTM Method            Chemical               ASTM Method
                                                                  Properties
------------------------------------------------------------------------------------------------------
<S>                                        <C>                    <C>                    <C>
Flash Point                                D 93                   Carbon                 (See Note 1)
Flash Point                                D 56*
Vapor Pressure                             D 323                  Hydrogen               (See Note 1)
Pour Point                                 D 97                   Oxygen                 (See Note 1)
Kinematic Viscosity,                       D 445                  Nitrogen               D 4629
    at 40(degrees)C and 100(degrees)C                             Sulfur                 D 129, D4294
     (104(degrees)F and 212(degrees)F)                            Aniline Point          D 611
Carbon Residue                             D 524                  Sodium                 D 3605
Water and Sediment                         D l796                 Potassium              D 3605
Water Content                              D 95                   Vanadium               D 3605
Filterable Dirt                            D 2276                 Calcium                D 3605
Ash                                        D 482                  Other metals over 2    D 3605
                                                                  ppm
Wax Content                                (Note 1)               Chlorides              D 808
Wax Melting Point                          (Note 1)
Distillation                               D 86
Thermal Stability                          D 3241
Peroxides                                  D 3703
Gum                                        D 381
Density                                    D 1298
Gross Heat of                              D 4809
Combustion
Bromine Index                              D 2710
Smoke Point                                D 1322
------------------------------------------------------------------------------------------------------
</TABLE>

Note: No standard reference test exists; contact Westinghouse for mutually
      acceptable test method. Wax determination is needed for crudes and heavy
      distillates only.

*     For use with high volatility fuels such as Jet A and kerosene.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Power Generation.
It is submitted in confidence and is to be used solely for the purpose for which
it is furnished and returned upon request. This drawing and such information is
not to be reproduced, transmitted, disclosed or used in whole or in part without
the written authorization of Westinghouse Power Generation. Proprietary Class
No. 2.
--------------------------------------------------------------------------------
DOCUMENT NO. 21T4424                            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE LIQUID FUEL SPECIFICATION                  TYPE     REV
                                                               ESP      004
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 7/28/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 21 of 21
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                                  WESTINGHOUSE
                                    GAS FUEL
                                  SPECIFICATION

 Written by:      /s/ Bruce Rising                                12/15/97
                ------------------------------------        --------------------
                  B. W. Rising                                     Date
                  Environmental Engineering

Reviewed by:      /s/ P.W. Pillsbury                              12/16/97
                ------------------------------------        --------------------
                  P. W. Pillsbury                                  Date
                  Combustion Technology

Reviewed by:      /s/ Paul G. Minard                              12/13/97
                ------------------------------------        --------------------
                  P. G. Minard                                     Date
                  Operating Plant Technical Support

Approved by:      /s/ F. W. Shoemaker                             12/16/97
                ------------------------------------        --------------------
                  F. Shoemaker                                     Date
                  Plant Thermal Systems

Approved by:      /s/ Jeffrey A. Wilkins                          12/16/97
                ------------------------------------        --------------------
                  J. A. Wilkins                                    Date
                  Auxiliary Equipment Design

Approved by:      /s/ Steven J. Vance                              1/7/98
                ------------------------------------        --------------------
                  S. J. Vance                                      Date
                  Materials Engineering

Reference:___________

WBS: 361
     ---

Review Level: 5
              ---


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page:  1 of 27
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

                                 REVISION SHEET

--------------------------------------------------------------------------------
                REISSUE
 REVISION         DATE       SECTION       DESCRIPTION OF CHANGE
--------------------------------------------------------------------------------
   001          7/11/79       All       Original Issue
--------------------------------------------------------------------------------
   002          1/11/85     App I&II    Added
--------------------------------------------------------------------------------
   003          1/11/85     Table I     Added along with Total Contaminants
                                        Section
--------------------------------------------------------------------------------
   004         11/17/97       All       Major Rewrite
--------------------------------------------------------------------------------
   005          1/7/98        7.3       Changed "67% by volume" to read "40%
                                        by volume
--------------------------------------------------------------------------------

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

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

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

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--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page:  2 of 27
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

                                TABLE OF CONTENTS

SECTION                                                                    PAGE

REVISION SHEET ............................................................  2

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

2.0 BACKGROUND ............................................................  4

3.0 HEAT CONTENT ..........................................................  4

4.0 PRESSURE/TEMPERATURE ..................................................  5

5.0 CONDENSABLE LIQUIDS IN THE GAS ........................................  6

6.0 FLAMMABILITY ..........................................................  6

7.0 FUEL CONTENT ..........................................................  7

8.0 CONTAMINANTS ..........................................................  8

9.0 CO-FIRED FUEL OPERATION ............................................... 16


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
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--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page:  3 of 27
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

1.0   INTRODUCTION

      The purpose of this specification is to define the qualities and
      properties of gaseous fuels to be used in Westinghouse combustion
      turbines. Specific limits are placed on fuel gas properties to ensure
      operability and maintainability.

      In cases where there are deviations from the requirements specified within
      this document, Westinghouse must be consulted. Also, a chemical analysis
      of the fuel must be submitted for review.

2.0   BACKGROUND

      Historically, high energy natural gas has been the primary gaseous fuel
      burned in combustion turbines. Its clean burning characteristics, coupled
      with ready availability, have made it an ideal fuel for such service.

      Almost all types of gaseous fuel can be burned in conventional, diffusion
      flame Westinghouse combustion turbines. This includes gases ranging from
      coal gas, with low energy content, to gases with high energy content such
      as natural gas, butane, or propane. Gas mixtures with widely varying
      chemical content, such as refinery waste gases, have also been
      successfully used in combustion turbines. The most important fuel property
      restrictions follow in the attached text. Dry Low NO(x) (DLN) combustion
      systems have additional fuel restrictions, as described in Tables II and
      III.

3.0   HEAT CONTENT

      Heat content shall be reported on both a lower and higher heating value
      basis. This will be done on both a volumetric (e.g. Btu/scf) and mass
      (e.g. Btu/lb) basis. Some typical LHVs are provided in Table I. Allowable
      limits are specified in Table III. Gas heating value can be calculated
      based on the identified gas constituents, and using standard heating value
      reference data for these constituents, or determined by the bomb
      calorimeter method.

      In order to determine fuel handling requirements, heating value and
      specific gravity are the characteristics of natural gases which must be
      considered. These are combined into a convenient term called Gas Index
      (GI), which is also referred to as the Wobbe Index.

      3.1   Gas Index (Wobbe Index)

            Gas Index (GI), or Wobbe Index, is defined by the ratio of the lower
            heating value of the fuel to the square root of the specific
            gravity:


--------------------------------------------------------------------------------
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Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page:  4 of 27
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>



            GI = LHV(vol)/sqrt(SG)                                     [1]

            where:

            LHV(vol) = lower heating value in BTU/scf

            SG = (fuel gas density)/(density of air), all at standard
                                                      conditions(1)

            This index is useful in determining the acceptability of a gas for a
            given application. For example, for a given fuel nozzle dimension,
            differing gases with the same index can be used without requiring a
            hardware change.

            Example:

            For a gas with LHV(vol) = 900 BTU/scf and S.G. = 0.6

            GI = 900 divided by (0.6)^(1/2) = 1161.9 BTU/scf.

            Most common natural gases having a GI of 1200 +/- 15% can be handled
            with conventional diffusion flame equipment. However, once a gas is
            defined for specific applications, day to day variation should not
            exceed +/- 2%. This is because once a gas is defined for starting,
            the minimum gap is set for the gas fuel throttle valve to provide
            the correct ignition flow for the turbine. If the gas index varies
            too widely, adequate heat input may not be attained for ignition.
            DLN applications may have different limits from standard combustion
            systems depending upon the specific fuels and configurations
            involved. For starting applications the gas index variability should
            not exceed +/- 2%. The GI may vary +/- 15% once the machine has
            reached full speed no load, and been synchronized with the grid.
            Continuous gas index monitoring is required in cases where
            significant GI variability is expected.

            The density of fuels for combustion turbine use is not critical.
            However, it will be of economic significance in the purchase of fuel
            by volume.

4.0   PRESSURE/TEMPERATURE

----------
(1) Standard conditions are 59(degrees)F, 1 atmosphere


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page:  5 of 27
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

      The fuel supply pressure depends upon the unit frame size, minimum ambient
      temperature, elevation, and combustion system. The approximate gas
      pressure range on most Westinghouse frames is 260-475 psig. DLN
      applications require a minimum of 350 psig. Once the site pressure
      regulators have been set the pressure must remain within +/- 2% of set
      point and the rate of change limited to 2 %/min.

      The fuel gas may be heated to improve turbine efficiency. If fuel heating
      is employed, the recommended maximum fuel temperature is 300(degrees)F,
      however temperature limits are determined by the fuel supply system,
      nozzle style, and combustion limitations. Heating of fuels beyond the
      above listed limits will increase flame temperatures and increase nozzle
      velocities, both of which may affect emissions and required supply
      pressure. Minimum temperature limits depend upon the type of fuel gas and
      supply pressure being considered, and are described further in Section
      5.0. A vapor-pressure chart should be consulted to determine if minimum
      temperature requirements are being met.

5.0   CONDENSABLE LIQUIDS IN THE GAS

      The fuel gas as fed to the nozzles of the combustion system must not
      contain any constituents in the liquid state. This means that the
      temperature of the fuel gas must exceed the measured dew point of the fuel
      gas by 50(degrees)F. If the dew point cannot be measured and must be
      calculated, it must be calculated based on a chromatographic analysis
      including all hydrocarbons up to, and including, C(14). Minor traces of
      heavier liquid hydrocarbons that might be carried over from the source of
      fuel supply should be excluded from the fuel system. This carryover of
      liquid can usually be prevented by taps and heaters in the fuel supply
      line.

      No liquid hydrocarbons are permitted in the fuel gas as it is delivered to
      the combustion turbine. Liquid carryover can be detrimental to the engine
      and auxiliary parts life. Liquids can be removed by a knockout scrubber
      followed by separators and heaters. Long runs of pipe between the gas
      conditioning equipment and the physical arrangement can allow pockets of
      liquid to collect. For these situations, a final separator near the
      combustion turbine is also recommended. Proper liquid level alarms and
      shutdown protection are also recommended.

6.0   FLAMMABILITY

      Fuel flammability is important when considering ignition and combustion
      stability at operating conditions. The flammability limits are quoted as a
      rich limit (high fuel to air ratio) and a lean limit (low fuel to air
      ratio). The ratio of these rich and lean limits shall be evaluated at 1
      atm/59(degrees)F and must be within the required flammability limit ratio,
      (usually 2.0). Credit may be given for the beneficial effect of the
      elevated temperature of


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page:  6 of 27
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

      the combustion air and the fuel (if heated), if the effect of heating for
      that particular combination can be found in a reliable literature
      reference.

      Example:

        Methane (CH(4)) has:

            a lower inflammability limit of 5.00 % by volume

            an upper inflammability limit of 15.00% by volume

        The flammability ratio (rich-to-lean) is:

            RL/LL = 15/5 = 3.0

7.0   FUEL CONTENT

      7.1   Olefins (C(n)H(2n))

            Olefins (e.g., C(2)H(4), C(3)H(6)) may be a constituent of some gas
            fuels, especially chemical plant and refinery off-gases. It has been
            observed that these olefins may lead to coking of nozzles. This
            becomes an important factor especially when DLN equipment is
            employed where gas port sizes are small. Acceptance levels for
            olefin content are limited to 4% by volume. Fuel heating may also
            affect the olefin coking reaction, thus fuel heating is not
            recommended for plants which employ high olefin content fuels.

      7.2   Oxygen

            For fuels which contain olefins, an additional limit on oxygen
            concentration of 2% by volume of fuel shall also be met, since the
            olefin coking reaction is increased in the presence of oxygen.

      7.3   Hydrogen

            For conventional diffusion flame combustion systems, the maximum
            amount of hydrogen allowable in a fuel is 40% by volume, provided
            hydrogen embrittlement of system delivery components will not occur
            and all other requirements are met. For DLN applications, the
            maximum limit of hydrogen by volume of fuel is 40%. Lower limits may
            be required on some CT frames. It should be noted that NO(x)
            emissions for fuels with high levels of hydrogen may be higher than
            for standard natural gas.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page:  7 of 27
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

      7.4   Higher Hydrocarbons

            Fuel gases containing more than 5% ethane (C(2)H(6)), 1.5% propane
            (C(3)H(8)), or 0.20% higher hydrocarbons should not be used for DLN
            applications.

      7.5   Fuel Bound Nitrogen

            Fuel bound nitrogen (FBN) is readily converted to nitrogen oxides
            (NO(x)) during the combustion process. FBN may be present in some
            syngas fuels in the form of NH(3) (ammonia) and HCN (hydrogen
            cyanide). With stringent NO(x) level regulations, fuel bound
            nitrogen must be reviewed in conjunction with the thermal NO(x)
            component, which is exponentially dependent on flame temperatures
            reached during the combustion process.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

8.0   CONTAMINANTS

      Contaminants from all sources must be considered and accounted for when
      using the limits defined in this specification. Non-fuel borne
      contaminants from sources such as compressor inlet air, steam/water
      injection for NO(x) control or power augmentation, and water for
      evaporative coolers must be considered. The total fuel-borne and non-fuel
      borne contaminants must not exceed specified limits. The equation given in
      Section 8.5 should be used to determine the effective contaminant
      concentration. Trace elements may be found native to the fuel or they may
      be introduced during transport, handling or storage. Sodium, potassium,
      vanadium and lead induce corrosion of metals in the hot gas path of the
      turbine, whereas calcium causes deposits that may be difficult to remove
      and, hence, degrade performance. Special coatings and materials may be
      selected to minimize corrosion of components in the turbine hot gas path.
      Finally, the unit may be appropriately derated or operated at partial load
      at certain contaminant levels. Therefore, to meet expected parts life and
      to sustain good performance, it is required that the total of these trace
      elements from all sources be held within the stated limits given in Table
      II, corrected to a fuel equivalent basis.

      8.1   Specific Contaminants

            8.1.1 Sulfur

                  Sour gas fuels can contain high levels of sulfur, however,
                  most natural gases have been sweetened (sulfur removed). In
                  the presence of excess air, fuel sulfur produces combustion
                  products which are substantially SO(2). However, a small
                  percentage of the SO(2) may further oxidize to form SO(3).
                  Sulfur trioxide can combine with trace metal contaminants from
                  the fuel (or other sources) to form low melting point
                  compounds. These sulfate compounds cause severe corrosion to
                  turbine hot section parts.

                  Experience in the combustion turbine industry has shown that
                  prevention of corrosion of hot section parts by limiting the
                  sulfur content of the fuel is impractical. Corrosion control
                  is therefore achieved by limiting the amount of trace metal
                  contaminants in the fuel (and air) rather than limiting
                  sulfur. For combined cycle and heat recovery applications, the
                  sulfur restriction is 0.5% by weight, for all fuels, corrected
                  for LHV using the equation in paragraph 8.5. However, permit
                  restrictions may require a lower limit. This limit is set to
                  prevent condensation of sulfuric acid and subsequent HRSG and
                  exhaust system corrosion.

            8.1.2 Sodium Plus Potassium


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Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

                  A likely source of sodium (and similar alkalis) is salt from
                  seawater or sea spray. This is most likely to occur in coastal
                  regions. The behavior of sodium and potassium in the
                  combustion turbine is very similar to that of vanadium. During
                  passage through the hot gas path, these elements can combine
                  with sulfur and/or vanadium to form highly corrosive
                  compounds. These compounds are molten over a wide temperature
                  range which encompasses normal turbine operating conditions.

                  Accordingly, the sodium plus potassium level is different when
                  using coated and uncoated components. Consult Westinghouse for
                  information regarding coatings in specific turbines.

            8.1.3 Chlorides

                  Coming primarily from air, water, or steam, but also
                  occasionally from fuel, chlorides contribute to hydrochloric
                  acid pitting of turbine components during shut down periods,
                  and are therefore limited. Chlorides may also accelerate
                  corrosion at high temperatures in the hot gas path.

            8.1.4 Particulates

                  Particulates are limited to prevent erosion and deposition on
                  the components in the turbine and the compressor. Large
                  particles will cause erosion on the trailing edges of airfoils
                  and ceramic coatings. Airfoil cooling effectiveness could be
                  affected if erosion is severe. Small particles will deposit
                  onto the leading surfaces of the airfoils and restrict the
                  flow path. If deposition is severe, performance will
                  deteriorate, and the compressor surge margin will diminish.
                  Issues with particulates are important and levels must be
                  limited when using coal and well-head gases. Air, water, and
                  fuel particulate content should be summed and verified to meet
                  the limits shown in Table IV.

            8.1.5 Water

                  Water in fuels may cause corrosion of tanks and equipment and
                  the formation of gas hydrates. If there is a potential problem
                  with water, to avoid system contamination problems, contact
                  Westinghouse for proper storage and protection methods. See
                  Section 5.0.

            8.1.6 Calcium


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This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
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                                                                  CP98103t-final
<PAGE>

                  Calcium is not harmful from a corrosion standpoint; in fact,
                  it serves to inhibit the corrosive action of vanadium.
                  However, calcium can lead to hard and tenacious deposits which
                  are neither self-spalling when the gas turbine is shut down,
                  nor readily removable by water-washing of the turbine. Also,
                  they may abrade turbine coatings. An example of these
                  tenacious deposits is anhydrite (CaSO(4)). Since these
                  deposits will degrade performance, a maximum limit has been
                  established.

            8.1.7 Other Contaminants

                  Although rare in gas fuels, vanadium if present, can combine
                  with other elements in the hot gas path to form low melting
                  point compounds, such as vanadium pentoxide, which cause
                  severe corrosion of turbine hot section parts. When no
                  inhibitors are used, the amount of this contaminant which
                  enters Westinghouse combustion turbines is strictly limited.

                  Barium and manganese have been shown to accelerate hot
                  corrosion of turbine parts in the presence of sodium and/or
                  sulfur. Manganese has been shown to reduce the effectiveness
                  of the magnesium additives generally used for vanadium
                  inhibition.

                  Phosphorous is another impurity which can cause hot corrosion
                  in combustion turbines. The most likely source of this
                  contaminant is the inlet air which, in some geographic areas,
                  can contain high amounts of phosphorous containing dust. See
                  Table II for limits.

                  There is insufficient test data to define exact maximum limits
                  on the amount of barium, manganese and/or phosphorous
                  permitted in the turbine hot section. It is recommended,
                  however, that the total concentration of these contaminants
                  should not exceed the limits given in Table II.

                  Lead can cause corrosion and impair the beneficial inhibiting
                  effects of magnesium additives used in conjunction with high
                  vanadium levels. When lead is present with other corrosion
                  causing impurities (e.g., Na, K, V) the corrosion is more
                  rapid than with any single impurity. See Table II for limits.

      8.2   Inlet Air Contaminants

            The compressor inlet air can greatly increase the level of
            impurities entering the hot gas path. To determine the extent of
            contamination, the air-to-fuel mass flow


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This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
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This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
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TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 11 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

            ratio is multiplied by the air contaminant level in ppmw (ppm by
            weight) to obtain the contaminant concentration on an assumed fuel
            equivalent basis.

            For example, 20 ppb (parts per billion) of sodium (Na) in the inlet
            air is equivalent to approximately 1.0 ppm sodium in the fuel on a
            weight basis for natural gas. Use the expressions in Section 8.5 to
            calculate the contaminant requirements.

            For combustion turbine installations where the total of the
            concentrations of sodium, potassium, vanadium, lead, and phosphorous
            in the inlet air are greater than those levels specified in this
            document, additional air filtration units are required. When
            totaling the amount of air contaminants, care should be taken to
            determine the contaminants that will enter the turbine, after all
            filtration is complete. An accurate assessment of the filtration
            efficiency is required. In those cases where evaporative cooling is
            employed, inlet air sampling must be downstream of the evaporative
            cooler.

      8.3   Water and Steam Borne Contaminants

            Water and steam employed for evaporative cooling, emissions control,
            or power augmentation can also increase the level of impurities
            entering the hot gas path. Calculation of water-borne contaminants
            entering the turbine on a liquid fuel equivalent basis is
            accomplished in the same manner as illustrated for air-borne
            contaminants. See Section 8.5.

            In general, demineralized water is required (a degasification stage
            is not required). The pH should fall in the range 7.0 to 8.0, with
            the following exception: for applications where the demineralized
            water is stored in a tank vented to the atmosphere, the pH may be
            allowed to decay to a level of 5.5, due to absorption of carbon
            dioxide. In this case, adequate measures must be taken in the design
            of the water storage, handling, and forwarding system to prevent
            system corrosion due to increased water acidity.

            The oxygen level, as determined by O(2) saturated water, should not
            exceed 9 ppmw. The concentration of contaminants in the steam/water
            should be less than the limits specified in Table II to prevent
            corrosion.

            Water/steam borne solids are assumed to oxidize during the
            combustion process and result in added particulate emissions.

            As noted in the air-borne contaminant section, when evaporative
            coolers are employed samples of the air are taken downstream of
            them. Thus, the


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 12 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

            contaminants in the water being used by the evaporative cooler will
            be accounted for in the air analysis and should not be doubly
            counted.

      8.4   Additives

            For various reasons, additives for fuel gas, water, or steam may be
            proposed. This will require Westinghouse approval. These additives
            shall be analyzed and the chemistry and contaminants contained
            within them should be accounted in the overall levels entering the
            turbine.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 13 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

      8.5   Calculation of Contaminants

            To be acceptable for use in Westinghouse combustion turbines, the
            gas fuel must meet the physical property limits of Appendix I, and
            the allowable total contaminant limits of the fuel and all other
            sources, such as inlet air, steam, or water injection shall meet the
            limits of Table II. To sum contaminants from all sources the
            following formula shall be used:

      TCL(i) = R x {I(f) + [I(air) x (1-K(A))x(A/F)]+[I(stm)x(S/F)]+
                 [I(w)x(W/F)]+[I(add)x(AD/F)]}

      where:

            TCL(i) = equivalent total contaminant level, ppmw, i is the
                     individual species of concern

            I(f) = contaminant level in fuel entering turbine, ppmw

            I(air) = contaminant levels in air entering filters, ppmw

            I(stm) = contaminant level in injection steam entering turbine, ppmw

            I(w) = contaminant level in injection water entering turbine, ppmw

            I(add) = contaminant level in additives entering turbine, ppmw

            A/F = air to fuel weight ratio

            S/F = steam to fuel weight ratio

            W/F = water to fuel weight ratio

            AD/F = additive to fuel weight ratio

            K(A) = efficiency of air filters (0=no filtering; 1.00=all filtered)

      R     =     LHV ratio = (LHV Reference Fuel/LHV Actual Fuel)

            =     (20960 BTU/lb)/(LHV Actual Fuel in BTU/lb)

                  The total contaminant level entering the turbine must be less
                  than the limit given in Table II. If fuel additives are used
                  which affect the heating value of the fuel, this altered LHV
                  (fuel + additive) should be used as the "LHV Actual Fuel in
                  BTU/lb", above. For allowable fuel borne particulates,
                  reference Table IV.

      8.6   Fuel, Air, Additive, and Water Evaluation


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 14 of 27
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FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

            Prior to burning gaseous fuels in Westinghouse combustion turbines,
            it is required that the analytical results are submitted to
            Westinghouse for approval. Existing units with possible
            contamination issues must have the analyses performed with results
            submitted to Westinghouse for review and recommendation. The ambient
            air quality, injected water quality, and any additive analysis
            results must also be submitted. The fuel, air, water, and additive
            analysis should cover all requirements as specified in this
            document. Subsequent to the analysis of the fuel, inlet air, and
            steam/water quality, an overall fuel treatment/coatings/inlet air
            filtration program can be formulated.

            The following Appendices present the tests necessary for evaluation
            and additional limits:

                  o Fuel Requirements and Analysis       -Tables I - VI

                  o Water/Steam Analysis                 -Appendix I

                  o Air Analysis                         -Appendix II

                  o Additive Analysis                    -Appendix III

            When performing a complete evaluation of a particular unit, results
            of the following shall be analyzed:

                  o air entering the turbine after the evaporative cooler & all
                    filtration

                  o water entering the turbine for injection after all
                    filtration

                  o steam entering the turbine for injection after all
                    filtration

                  o fuel entering the turbine after all filtration

                  o additive

                  o fuel plus additive entering the turbine after all filtration

            8.6.1 Analysis Requirements

                  A complete evaluation depends on an assessment of the
                  specification requirements outlined in the above listed
                  Appendices. An analysis of the proposed fuel, water, air, or
                  additive (per recommended ASTM methods)


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 15 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

                  should be submitted covering all the physical and chemical
                  data listed. Since certain constituents are significant at the
                  part per million level, extreme care must be taken in sampling
                  to ensure that a representative sample is delivered to the
                  laboratory. Readings shall be accurate to within the
                  following:

      --------------------------------------------------------------------------
             LIMIT LISTED IN TABLE II                          ACCURACY
             ------------------------                          --------
      --------------------------------------------------------------------------
             % volume (> 1% req't)                             +/- 0.05%
             % volume (<= l% req't)                           +/- 0.001%
                   >3.0 ppmw                                 +/- 0.1 ppmw
                   <=3.0 ppmw                                +/- 0.01 ppmw

            8.6.2 Sampling Requirements

                  If samples are to be provided to Westinghouse for evaluation,
                  they should be stored in a stainless steel pressure cylinder
                  of at least 500 ml capacity and 200 psig. The specific
                  sampling point location shall be documented with the sample.
                  The location shall be such that it will provide a sample that
                  is well-mixed in order to give an accurate representation.
                  This location shall be provided to Westinghouse with the
                  samples' results.

9.0   CO-FIRED FUEL OPERATION

      There are some applications of co-firing gaseous and liquid fuels. This is
      where gas and liquid fuels combust simultaneously (they are supplied
      through different passages). Specific control system changes are required.
      A minimum flow rate for the "second fuel" needs to be specified in order
      to prevent engine shutdown in the event one of the fuel delivery systems
      develops a problem. For conventional, diffusion flame combustion systems,
      this minimum flow is typically 25-30% of the total flow (adjusted for
      energy content) at base load. If the engine load is reduced, this
      percentage will necessarily increase. Typically, when loads become too low
      (60% of base for liquid fuel-gas mixtures), this minimum requirement
      cannot be satisfied. Co-firing is not available for DLN combustion
      systems.

      When co-firing on gas and liquid fuels, the liquid fuels shall meet all
      the requirements of 21T4424.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 16 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

         TABLE I: ESTIMATED HEATING VALUES & SPECIFIC GRAVITIES OF SOME
                                COMBUSTION GASES

NSI PTC-22 Gaseous fuel data.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Compound      Formula       MW     Gas Constant    Specific  Specific    Specific Heat               Heating value             Comp
                                  (ft-lb/(lbm-R)   Gravity    Volume      (Btu/lbm-R)                 (Btu/ft^3)              ress-
                                                            (ft^3/lbm)                        Dry              Saturated     ibility
------------------------------------------------------------------------------------------------------------------------------------
                                                                          Cp      Cv       High    Low       High     Low
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>         <C>          <C>         <C>       <C>        <C>     <C>       <C>     <C>       <C>     <C>       <C>
Methane         CH(4)     16.043       96.32       0.5539     23.5689   0.5266  0.4028     1012    911.2     994.4   895.4    0.9981
Ethane        C(2)H(6)    30.070       51.39       1.0382    122.4924   0.4097  0.3436    1772.9  1621.6    1742.1  1593.4    0.9916
Propane       C(3)H(8)    44.097       35.04       1.5224     8.4360    0.3381  0.3431    2523.0  2321.4    2479.9  2281.1    0.9820
Isobutane     C(4)H(10)   58.124       26.59       2.0067     6.3237    0.3872  0.3530    3260.1  3008.0    3203.4  2955.7    0.9702
N-Butane      C(4)H(10)   58.124       26.59       2.0067     6.3002    0.3867  0.3525    3269.6  3017.5    3212.7  2965.0    0.9666
Isopentane    C(5)H(12)   72.151       21.42       2.4910     5.2506    0.3827  0.3552    4009.4  3706.0    3939.7  3641.9    1.0004
N-pentane     C(5)H(12)   72.151       21.42       2.4910     5.2506    0.3883  0.3608    4018.5  3716.0    3948.6  3651.5    1.0004
Hexanes       C(6)H(14)   86.178       17.93       2.9753     4.3960    0.3864  0.3634    4758.0  4405.0    4675.2  4328.4    1.0004
Heptanes      C(7)H(16)  100.206       15.42       3.4596     3.7806    0.3875  0.3677    5509.7  5106.5    5413.9  5017.7    1.0004
Carbon           CO       28.011       55.17       0.9671     13.5190   0.2484   .1775     321.1             315.5            0.9995
Monoxide
Carbon          CO(2)     44.010       35.11       1.5194     8.5590    0.1991   .1540                                        0.9943
Dioxide
Hydrogen        H(2)S     34.076       45.35       1.1765     11.1081   0.2380  0.1797     638.6   588.2     627.5   578.0    0.9993
Sulfide
Air                       28.9645      53.35        1.000     13.0740   0.2400  0.1714                                        0.9996
Hydrogen        H(2)       2.016      766.53       0.0696    188.0344   3.4080  2.4227     324.9   274.5     319.3   269.7    1.0006
Water           H(2)O     18.015       85.78       0.6220     21.0180   0.4446  0.3343                                        0.9995
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Actual Westinghouse Natural Gas Analyses
--------------------------------------------------------------------------------
Fuel Source             HHV                 LHV          S.G.        Sulfur
--------------------------------------------------------------------------------
                Btu/scf    Btu/lb    Btu/scf   Btu/lb            grains/100 dscf
Illinois         984(2)     19497                        0.6153       <0.03

Wisconsin       1018(2)     22621      918      20391     0.588        0.3

Texas           1006(2)     22308                        0.5907        0.3
--------------------------------------------------------------------------------

----------
(2)   Dry gas basis


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 17 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

            TABLE II. MAXIMUM ALLOWABLE TOTAL CONTAMINANT LEVEL FROM
                           FUEL, AIR, STEAM, AND WATER

--------------------------------------------------------------------------------
                        Maximum Permitted by Engine Model
Contaminant     Units     191         251       501         Comments
--------------------------------------------------------------------------------
FBN             wt%       [*]         [*]       [*]
S               wt%       [*]         [*]       [*]         See text
V               ppmw      [*]         [*]       [*]         Without treatment
Na+K            ppmw      [*]         [*]       [*]         Standard Production
Na+K            ppmw      [*]         [*]       [*]         Coated Blades &
                                                            Vanes, 3 Rows
Ca              ppmw      [*]         [*]       [*]
Pb              ppmw      [*]         [*]       [*]
Ba              ppmw      [*]         [*]       [*]
Mn              ppmw      [*]         [*]       [*]
P               ppmw      [*]         [*]       [*]
Cl              ppmw      [*]         [*]       [*]
--------------------------------------------------------------------------------
Definitions
--------------------------------------------------------------------------------
FBN   Fuel Bound Nitrogen     The above values are recommended maximums. In some
                              cases, higher concentrations may be encountered.
S     Sulfur              V   Vanadium
Na    Sodium              K   Potassium
Ca    Calcium             Pb  Lead
Ba    Barium              Mn  Manganese
P     Phosphorous         Cl  Chlorides
--------------------------------------------------------------------------------
*     Does not apply.






----------
(3)   Environmental requirements usually limit the maximum fuel sulfur content
      to a lower limit.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 18 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

                               TABLE II. Continued

Example:
--------

For a 501 combustion turbine running with a gas with LHV=18000 BTU/lb, 50:1
air-to-fuel ratio, 90% efficient air filters, and 0.8:1 water injection, the
following results are obtained from analysis:

WATER (just prior to turbine)          AIR (prior to filters):
-----------------------------          -----------------------

[Ca]:   1 ppmw                         [Ca]:   0 ppmw
[Pb]:   1 ppmw                         [Pb]:   0.02 ppmw
[Na]:   0.01 ppmw                      [Na]:   0.01 ppmw
[K]:    0.03 ppmw                      [K]:    0.02 ppmw

FUEL (after all filters):
-------------------------

[Ca]: 4 ppmw
[Pb]: 1 ppmw
[Na]: 0.01 ppmw
[K]:  0 ppmw

      TCL=R x  {I(f) + [I(air) x (1-K(A))x(A/F)]+[I(stm)x(S/F)]+
          [I(w)x(W/F)]+[I(add)x(AD/F)]}

TCL[Ca] = (20960/18000){4 + (1)(0.8)} = 5.6 ppmw
TCL[Pb] = (20960/18000){l + (0.02)(1-0.90)(50) + (1)(0.8)} = 2.2 ppmw
TCL[Na+K] = (20960/18000) {0.01 +(0.02+0.01)(1-0.90)(50) + (0.01+0.03)(0.8)}
             = 0.22ppmw

Comparing to Table II, the lead content (Pb) would violate the specification
limits and would not be allowed.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
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--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

                           TABLE III FUEL REQUIREMENTS

The fuel shall meet the following requirements. If fuel additives are used, the
fuel plus additive mixture shall meet the following requirements:

--------------------------------------------------------------------------------
PROPERTY              LIMIT                         COMMENTS
--------------------------------------------------------------------------------
Flammability          Rich-to-Lean ratio = 2.0,min  volume basis @ 1 atm.,
                                                    59(degrees)F
--------------------------------------------------------------------------------
Heating Value (LHV)   235 BTU/scf, min, running     conventional combustion
                      (enrichment required for      systems
                      startup)
                      ----------------------------------------------------------
                      770 BTU/scf, min              DLN combustion systems
--------------------------------------------------------------------------------
Gas Index Variation   +/- 2%                        day-to-day
--------------------------------------------------------------------------------
Gas Pressure          260-450 psig                  see text
--------------------------------------------------------------------------------
Gas Temperature       300(degrees)F, max            see text
--------------------------------------------------------------------------------
Condensables          50(degrees)F superheat, min.
--------------------------------------------------------------------------------
Density               see text
--------------------------------------------------------------------------------
Oxygen                2% by volume, max.            when olefins present in fuel
--------------------------------------------------------------------------------
Olefins               4% by volume, max.
--------------------------------------------------------------------------------
Hydrogen              40% by volume, max.           conventional combustors
                      ----------------------------------------------------------
                      40% by volume, max.           DLN combustors
--------------------------------------------------------------------------------
Fuel Bound Nitrogen   see text                      limits set by environmental
                                                    regulation
--------------------------------------------------------------------------------
Sulfur                                              maximum value of 0.5 wt%
                                                    based on equipment
                                                    requirements;
                                                    environmental regulations
                                                    usually establish a lower
                                                    value
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 20 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

                                    TABLE IV:
                     PARTICULATE SIZE LIMITATIONS - FUEL GAS

--------------------------------------------------------------------------------
Particulate Matter    < 0.007 lb/MMBTU heat          Total acceptable amount for
                      input (use LHV)                erosion/deposit prevention
--------------------------------------------------------------------------------
Particulate Size      Particulate matter > 10        Downstream of customer
                      microns ((micro)m) = 0         supplied filtration system
                      ----------------------------------------------------------
                      < 0.00015lb/MMBTU              Large particle limit for
                      Particulate matter 5 to 10     erosion prevention (use
                      microns ((micro)m)             LHV of fuel)
                      ----------------------------------------------------------
                      < 0.004lb/MMBTU                (use LHV of fuel)
                      Particulate matter 1 to 10
                      microns ((micro)m)
                      ----------------------------------------------------------
                      < 0.004lb/MMBTU                Small particle limit for
                      Particulate matter < 2         prevention of deposits (use
                      microns ((micro)m)             LHV of fuel)
--------------------------------------------------------------------------------

                           TABLE V: HYDROCARBON SERIES

--------------------------------------------------------------------------------
Hydrocarbon Series         Form                       Examples
--------------------------------------------------------------------------------
Paraffin (Alkanes)     C(n)H(2n+2)     Methane (CH(4)), n-Butane (C(4)H(10))
--------------------------------------------------------------------------------
Olefin (Alkenes)       C(n)H(2n)       Propylene (C(3)H(6)), Ethylene (C(2)H(4))
--------------------------------------------------------------------------------
Aromatic               C(n)H(2n-6)     Benzene (C(6)H(6)), Toluene (C(7)H(8))
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 21 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

                       TABLE VI: FUEL ANALYSIS REQUIRED(4)
--------------------------------------------------------------------------------
                              METHOD*   RESULTS   UNITS
--------------------------------------------------------------------------------
Flammability                          ___________ Rich-to-Lean ratio @ 1atm, 59F
Critical Pressure                     ___________ psia
Critical Temperature                  ___________ Rankine
Dew Point                             ___________ deg F
Specific Gravity @ 59F, 1 atm         ___________
Higher Hearing Value (HHV)     D240   ___________ BTU/scf
Lower Heating Value (LHV)             ___________ BTU/scf
Higher Heating Value (HHV)     D240   ___________ BTU/lb
Lower Heating Value (LHV)             ___________ BTU/lb
Molecular Weight                      ___________
Condensed Liquids                     ___________ wt%

CHEMICAL ANALYSIS (per ASTM D1137 or ASTM D1945)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Component, vol%                      Result          Component, vol%          Result
--------------------------------------------------------------------------------------
<S>                                <C>          <C>                          <C>
Argon (Ar)                         __________   Carbon monoxide (CO)         _________
Helium (He)                        __________   Methane (CH(4))              _________
Nitrogen (N(2))                    __________   Ethane (C(2)H(6))            _________
Carbon dioxide (CO(2))             __________   Propane (C(3)H(8))           _________
Water Vapor (H(2)O)                __________   Butane (C(4)H(10))           _________
Hexane (C(6)H(14))                 __________   Pentane (C(5)H(12))          _________
Heptane (C(7)H(16))                __________   Pentane (C(5)H(12))          _________
Octane (C(8)H(18))                 __________   Ethylene (C(2)H4)            _________
Propylene(C(3)H(6))                __________   Acetylene(C(2)H(2))          _________
Hydrogen (H(2))                    __________

Total Sulfur, (S) grains/100dscf   __________   Alkali (wt%)                 _________
Hydrogen Sulfide (H(2)S), ppm      __________   Solids > 10 (micro)m (wt%)   _________
Ammonia (NH(3))                    __________   Solids 5-10 (micro)m (wt%)   _________
Carbonyl Sulfide (COS)             __________   Solids 1-10 (micro)m (wt%)   _________
Hydrogen Cyanide (HCN)             __________   Solids <2 (micro)m (wt%)     _________
Others above .001% vol             __________
</TABLE>



----------
(4)   Use these results to calculate total contaminants as shown in Section 8.5.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 22 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

      CONTAMINANT - Typically not found in natural gases, may be present in
           some synthetic gases (analysis for these gases need not be
                 specified, unless their presence is suspected)

COMPONENT                    SYMBOL            RESULT    UNITS
Sodium                         Na           ____________ ppmw
Potassium                      K            ____________ ppmw
Vanadium                       V            ____________ ppmw
Lead                           Pb           ____________ ppmw
Magnesium                      Mg           ____________ ppmw
Manganese                      Mn           ____________ ppmw
Silica                        SiO2          ____________ ppmw
Silicon                        Si           ____________ ppmw
Barium                         Ba           ____________ ppmw
Phosphorous                    P            ____________ ppmw
Calcium                        Ca           ____________ ppmw
Iron                           Fe           ____________ ppmw
Copper                         Cu           ____________ ppmw
Zinc                           Zn           ____________ ppmw
Nickel                         Ni           ____________ ppmw
Chlorides                      Cl           ____________ ppmw
Other Trace Metals                          ____________ ppmw
                                            ____________ ppmw

* Note: When no standard reference test exists; contact Westinghouse for
mutually acceptable test method. For chemical content and contaminant
analysis, atomic emission, flame emission, or other methods may be
employed, provided the sensitivity and accuracy of the methods are
acceptable.

SAMPLE OBTAINED BY:_________________  DATE SAMPLE WAS TAKEN: _________

LOCATION WHERE SAMPLE WAS TAKEN: _________________________________

LAB NAME:__________________      DATE OF TEST: _____________


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 23 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

                 APPENDIX I: WATER/STEAM FUEL ADDITIVES ANALYSIS

The following results shall be obtained and the method(s) used to determine each
item shall be provided.

PROPERTY                               RESULT
--------------------------------------------------------------------------------
Oxygen content                                         ppmw (determined by O2
                                       _______________ saturated water)
pH level                               _______________ (see text)
Condensables                           _______________ % weight
Critical Pressure                      _______________ psia
Critical Temperature                   _______________ Rankine
Cation conductivity                    _______________

CONTAMINANT
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
COMPONENT   SYMBOL    RESULT    UNITS  COMPONENT            SYMBOL    RESULT UNITS
----------------------------------------------------------------------------------
<S>          <C>    <C>         <C>    <C>                   <C>   <C>        <C>
Sodium        Na    ___________ ppmw   Copper                 Cu   __________ ppmw
Potassium     K     ___________ ppmw   Zinc                   Zn   __________ ppmw
Vanadium      V     ___________ ppmw   Nickel                 Ni   __________ ppmw
Lead          Pb    ___________ ppmw   Chlorides                   __________ ppmw
Magnesium     Mg    ___________ ppmw   Ammonia               NH(3) __________ ppmw
Manganese     Mn    ___________ ppmw   Alkali                      __________ ppmw
Silica       SiO(2) ___________ ppmw   Total dissolved solids      __________ ppmw
Silicon       Si    ___________ ppmw
Barium        Ba    ___________ ppmw
Phosphorous   P     ___________ ppmw
Calcium       Ca    ___________ ppmw
Iron          Fe    ___________ ppmw
</TABLE>

SAMPLE OBTAINED BY:__________________ DATE SAMPLE WAS TAKEN:_______

LOCATION WHERE SAMPLE WAS TAKEN:___________________________________

LAB NAME:____________________   DATE OF TEST: _________________________

Use these results so calculate total contaminants shown in Section 8.5.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 24 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

                            APPENDIX II: AIR ANALYSIS

The following results shall be obtained and the method(s) used to determine each
item shall be provided.

CONTAMINANT

COMPONENT                  SYMBOL            RESULT    UNITS
------------------------------------------------------------
Sodium                       Na           ____________ ppmw
Potassium                    K            ____________ ppmw
Vanadium                     V            ____________ ppmw
Lead                         Pb           ____________ ppmw
Magnesium                    Mg           ____________ ppmw
Manganese                    Mn           ____________ ppmw
Silica                      SiO2          ____________ ppmw
Silicon                      Si           ____________ ppmw
Barium                       Ba           ____________ ppmw
Phosphorous                  P            ____________ ppmw
Calcium                      Ca           ____________ ppmw
Iron                         Fe           ____________ ppmw
Copper                       Cu           ____________ ppmw
Zinc                         Zn           ____________ ppmw
Nickel                       Ni           ____________ ppmw
Chlorides                                 ____________ ppmw
Other Trace Metals                        ____________ ppmw
                                          ____________ ppmw
                                          ____________ ppmw
                                          ____________ ppmw

SAMPLE OBTAINED BY:_________________    DATE SAMPLE WAS TAKEN:_______

LOCATION WHERE SAMPLE WAS TAKEN:____________________________________

LAB NAME:__________________    DATE OF TEST: _____________

Use these results to calculate total contaminants shown in Section 8.5.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 25 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

                      APPENDIX III: FUEL ADDITIVE ANALYSIS

The following results shall be obtained and the method(s) used to determine each
item shall be provided.

PROPERTY                        RESULTS        UNITS
--------------------------------------------------------------------------------
Flash Point                    ____________    deg F
Pour Point                     ____________    deg F
Flammability                   ____________    Rich-to-Lean ratio @ 1atm, 59F
Kinematic Viscosity, @ 40C     ____________    cSt
Water & Sediment               ____________    % weight
Filterable Dirt                ____________    % weight
Particulates/Ash               ____________    % weight
Inorganic Material             ____________    % weight
Organic Material               ____________    % weight
Thermal Stability              ____________    ASTM Thimble No.
Critical Pressure              ____________    psia
Critical Temperature           ____________    deg F
Dew Point                      ____________    deg F
Specific Gravity @ 59F, 1 atm  ____________
Appearance                     ____________    (color)

CONTAMINANT

COMPONENT    SYMBOL      RESULT    UNITS  COMPONENT    SYMBOL     RESULT   UNITS

Sodium        Na       ___________ ppmw   Phosphorous    P      __________ ppmw
Potassium     K        ___________ ppmw   Calcium        Ca     __________ ppmw
Vanadium      V        ___________ ppmw   Iron           Fe     __________ ppmw
Lead          Pb       ___________ ppmw   Copper         Cu     __________ ppmw
Magnesium     Mg       ___________ ppmw   Zinc           Zn     __________ ppmw
Manganese     Mn       ___________ ppmw   Nickel         Ni     __________ ppmw
Silica        SiO(2)   ___________ ppmw   Trace Metals          __________ ppmw
Silicon       Si       ___________ ppmw                         __________ ppmw
Barium        Ba       ___________ ppmw   Chlorides             __________ ppmw
Calcium       Ca       ___________                              __________ ppmw


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 26 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

CHEMICAL ANALYSIS

COMPONENT                    SYMBOL          RESULT    UNITS
---------------------------------------------------------------
Hydrogen                       H(2)      ____________
Carbon                         C         ____________
Helium                         He        ____________
Nitrogen                       N(2)      ____________
Carbon dioxide                 CO(2)     ____________
Carbon monoxide                CO        ____________
Methane                        CH(4)     ____________
Ethane                       C(2)H(6)    ____________
Propane                      C(3)H(8)    ____________
Butane                       C(4)H(10)   ____________
Pentane                      C(5)H(12)   ____________
Hexane                       C(6)H(14)   ____________
Heptane                      C(7)H(16)   ____________
Octane                       C(8)H(18)   ____________
Ethylene                     C(2)H(4)    ____________
Propylene                    C(3)H(6)    ____________
Acetylene                    C(2)H(2)    ____________
Water Vapor                    H(2)O     ____________
Total Sulfur                   S         ____________
Hydrogen Sulfide               H(2)S     ____________
Ammonia                        NH(3)     ____________
Carbonyl Sulfide               COS       ____________
                               HCN       ____________
Others above 0.001% vol                  ____________
                                         ____________
Solids > 20 (micro)m                     ____________ % weight
Solids 5-20 (micro)m                     ____________ % weight
Solids 1-20 (micro)m                     ____________ % weight
Solids < 2 (micro)m                      ____________ % weight
Condensable Liquids                      ____________ % weight


SAMPLE OBTAINED BY:________________  DATE SAMPLE WAS TAKEN:______________
LOCATION WHERE SAMPLE WAS TAKEN:________________________________
LAB NAME:________________        DATE OF TEST:____________
Use these results to calculate total contaminants shown in Section 8.5.


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
This references document 21T0306 Rev.5            DISTRIBUTION CODE: 284-000-606
--------------------------------------------------------------------------------
TITLE: WESTINGHOUSE GAS FUEL SPECIFICATION                     TYPE     REV
         AES IRONWOOD PROJECT                                  ESP      000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE POWER GENERATION               Issue Date: 2/4/98
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL               Page: 27 of 27
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
                                                                  CP98103t-final
<PAGE>

                        Water Specification - STREAM DATA

                                Stream Qualities

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Constituent, mg/l, except as noted                           POTW             Quarry             Makeup Mix      Demineralized
                                                                                                                     Water
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                <C>                    <C>           <C>
pH, standard units                                           [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Specific Conductance, 25(degrees)C,(micro)S/cm               [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
P-alkalinity, as CaCO(3)                                     [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
M-alkalinity                                                 [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Sulfur, Total as SO(4)                                       [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Chloride as Cl                                               [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Phosphate, total as PO(4)                                    [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Nitrate, as NO3                                              [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Silica, Total as SiO(2)                                      [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Calcium, Total as CaCO(3)                                    [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Magnesium, Total as CaCO(3)                                  [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Sodium as Na                                                 [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Aluminum, Total as Al                                        [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Barium as Ba                                                 [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Boron as B                                                   [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Iron, Total as Fe                                            [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Manganese, Total as Mn                                       [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Potassium as K                                               [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Strontium as Sr                                              [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Vanadium as V                                                [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------
Zinc as Zn                                                   [*]                [*]                   [*]
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
Sodium as Na, ppb                                                                                                             [*]
---------------------------------------------------------------------------------------------------------------------------------
Silica as SiO2, ppb                                                                                                           [*]
---------------------------------------------------------------------------------------------------------------------------------
Chlorides as Cl, ppb                                                                                                          [*]
---------------------------------------------------------------------------------------------------------------------------------
Sulfates as SO4, ppb                                                                                                          [*]
---------------------------------------------------------------------------------------------------------------------------------
Phosphate as Po4, ppb                                                                                                         [*]
---------------------------------------------------------------------------------------------------------------------------------
Specific Conductivity, (micro)S/cm at 25 (degrees)C                                                                 Less than [*]
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                 AMENDMENT NO. 1
                                       TO
                  MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND
                     SCHEDULED OUTAGE TFA SERVICES CONTRACT



This Amendment No. 1 dated as of the 13th day of January, 1999 is by and between
AES IRONWOOD, INC. (Owner) a corporation organized under the laws of the State
of Delaware, and Siemens Westinghouse Power Corporation (Siemens Westinghouse) a
corporation organized under the laws of the State of Delaware.



A.   On September 23, 1998, Owner and Siemens Westinghouse entered into a
     MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED OUTAGE TFA SERVICES
     CONTRACT (Contract) for the supply/purchase of combustion turbine parts,
     shop repairs and scheduled outage technical field assistance services.



B. The parties desire to amend the Contract.



NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and agreeing to be legally bound hereby, Owner and Siemens
Westinghouse agree to amend the Contract as follows:



1.       Unless otherwise noted, capitalized terms shall have the meanings
         assigned thereto in the Contract.



2.       Exhibit A, Addendum 2 of the Contract is hereby amended by deleting it
         and replacing it with the attached Exhibit A, Addendum 2.



3.       Except as specifically modified herein, the terms of the Contract shall
         remain in full force and effect.



4.       This Amendment No. 1 shall be governed by and construed in accordance
         with the laws of the State of New York.



IN WITNESS WHEREOF, the parties hereto have set their respective signatures to
this Amendment No. 1 as of the date set forth above.



AES IRONWOOD, INC.                               SIEMENS WESTINGHOUSE POWER
                                                 CORPORATION



By: /s/ Patricia L. Rollin                       By: /s/ R.M. Morgan
   ----------------------------                     ----------------------------



     By: Patricia L. Rollin                           By: R.M. Morgan
        -----------------------                          -----------------------



     Its: Vice President                              Its: Mgr., Contract Policy
         ----------------------                           ----------------------



Siemens Westinghouse Proprietary Information                AES Ironwood Project
January 13, 1999                                                 Amendment No. 1

<PAGE>


                                   Addendum 2
                  SCHEDULED OUTAGE DIVISION OF RESPONSIBILITIES

The following list specifies the key resources necessary to perform the
Scheduled Outages and assigns responsibility for their supply, either to Seller
or Buyer.

Outage Responsibility Checklist

<TABLE>
<CAPTION>
                                                                       Seller           Buyer
<S>      <C>                                                           <C>              <C>

A.       PERSONNEL
         1.       Maintenance Program Engineer (Orlando)               X
         2.       On-Site Technical Advisors                           X
         3.       C.T. Outage Manager                                                   X
         4.       Engineers                                                             X
         5.       Technicians                                                           X
         6.       Non-Destructive Testing Technicians                                   X
         7.       Project Administrator                                                 X
         8.       Specialists and Support Personnel                                     X
         9.       Plant Personnel                                                       X
         10.      Crane Operators                                                       X
         11.      Plant Manager                                                         X

B.       TOOLS AND EQUIPMENT
         1.       Maintenance Tool Set                                                  X
         2.       Welding Machines                                                      X
         3.       Mobile Crane (as required)                                            X
         4.       Special Tools (supplied with T-G)                                     X
         5.       Material Storage                                                      X
         6.       Consumables                                                           X
         7.       Applicable Program Parts and                         X
                  Miscellaneous Hardware required
                  for the applicable Scheduled Outage
         8.       Expendable Material                                                   X

</TABLE>

Siemens Westinghouse Proprietary Information                AES Ironwood Project
January 13, 1999                                                 Amendment No. 1

<PAGE>


<TABLE>
<CAPTION>
                                                                       Seller           Buyer
<S>      <C>                                                           <C>              <C>
C.       FACILITIES/SERVICES
         1.       Removal/Reinstallation of Blanket Insulation                          X
         2.       Sanitary Facilities                                                   X
         3.       Electric Power                                                        X
         4.       Station Air                                                           X
         5.       Service Water                                                         X
         6.       On-site First Aid (For (W) Employees)                                 X
         7.       Cribbing                                                              X
         11.      Telephone Service                                                     X
         12.      Electrical Disconnection/Connection                                   X
         13.      Instrumentation Disconnection/Connection                              X
         14.      Instrumentation Calibration                                           X
         15.      Removal and Disposal of Hazardous Waste                               X

</TABLE>

Siemens Westinghouse Proprietary Information                AES Ironwood Project
January 13, 1999                                                 Amendment No. 1