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                                                                   Exhibit 10.65


                   ENERGY AND OPERATING CAPACITY PURCHASE AGREEMENT

                                       BETWEEN

                          BALTIMORE GAS AND ELECTRIC COMPANY

                                         AND

                              LG&E POWER MARKETING INC.

This Agreement enables Baltimore Gas and Electric Company to purchase energy and
operating capacity from LG&E Power Marketing Inc.



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                   ENERGY AND OPERATING CAPACITY PURCHASE AGREEMENT

                                       BETWEEN

                          BALTIMORE GAS AND ELECTRIC COMPANY

                                         AND

                              LG&E POWER MARKETING INC.


This Energy Purchase Agreement ("Agreement") dated May 15, 1995 by and between
Baltimore Gas and Electric Company, a Maryland corporation ("BGE") and LG&E
Power Marketing Inc., a California corporation ("Supplier"), hereinafter
referred to individually as a "Party" and collectively as "Parties".  This
Agreement will enable BGE to purchase from Supplier energy and/or operating
capacity in accordance with the following terms and conditions.  This Agreement
does not obligate the Supplier to make available or BGE to purchase any amount
of energy and/or operating capacity, except as mutually agreed by the Parties
pursuant to this Agreement.

1.  SUPPLIER'S REPRESENTATIONS
    Supplier represents that it is a power marketer as defined by the Federal
    Energy Regulatory Commission ("FERC").  Sales to BGE under this Agreement
    shall be made pursuant to Supplier's FERC Electric Rate Schedule Number 1
    as accepted by FERC in Docket No. ER 941188000.

2.  FORM OF CONTRACT
    (a)  At any time during the term of this Agreement, Supplier may notify BGE
    that amounts of energy and/or operating capacity are available for
    purchase.  Transactions for the sale and delivery and purchase and receipt
    of energy and/or operating capacity shall be documented by a Confirmation
    Letter, the form of which is set forth herein as Exhibit "A", prior to the
    commencement of a Transaction.  The documentation of the Transaction shall
    include, at a minimum (i) the period of delivery, (ii) the contract price,
    (iii) the delivery point(s), (iv) the contract quantity  and (v) the nature
    of the transaction.  Each Transaction, and the documentation of such
    Transaction, shall constitute an integral part of this Agreement and shall
    be read and construed as one with this Agreement.  Any conflict not
    reasonably capable of reconciliation between this Agreement and the
    documentation of a Transaction shall be resolved in favor of this
    Agreement.  Nothing in this Agreement shall obligate BGE to purchase any
    energy and/or operating capacity that Supplier makes available for
    purchase.

    (b)  Terms and conditions for each Transaction shall be set forth in a
    Confirmation Letter executed by both Parties prior to the commencement of
    the Transaction.  However, for Transactions of one (1) day or less, the
    Parties may agree orally, provided


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    that the terms and conditions are confirmed in writing and executed by both
    Parties as soon as practicable, but in no event later than one (1) week
    after commencement of the Transaction.

3.  SERVICE RENDERED
    (a)  Unless mutually agreed to by the Parties, the Supplier shall be
    responsible for obtaining any necessary transmission service (including
    provision for losses) to deliver the energy and/or operating capacity to
    the delivery point(s) and BGE shall be responsible for obtaining any
    necessary transmission service (including provision for losses) to deliver
    the energy and/or operating capacity after the delivery point(s).

    (b)  Unless otherwise agreed to by the Parties, if Supplier fails to
    deliver capacity and energy under a Transaction, and such failure to
    perform is not excused pursuant to Section 9 below, then BGE shall be
    entitled to recover from the Supplier any additional cost incurred by BGE
    attributable to Supplier's failure to perform ("Replacement Power Costs").
    BGE's Replacement Power Costs, which shall be determined solely by BGE,
    shall be calculated as the difference between BGE's total cost to replace
    such energy and/or operating capacity under this Agreement (including any
    self-generation costs) and the cost BGE would have incurred had Supplier
    performed its obligation under the Transaction.  BGE shall use reasonable
    efforts to mitigate such Replacement Power Costs.

4.  SERVICE REQUIREMENTS
    (a)  For all Transactions hereunder, all energy shall be of the character
    commonly known as three-phase sixty (60) hertz energy and shall be
    delivered by Supplier at the mutually agreed upon point(s) of delivery.

    (b)  Prior to the commencement of any Transaction hereunder, the Supplier
    shall demonstrate to BGE's satisfaction that it has arranged for all
    transmission service agreements necessary to deliver the capacity and/or
    operating capacity to the delivery point(s) under the agreed upon terms and
    conditions.

    (c)  The Supplier shall immediately contact BGE's schedulers in the event
    of sudden curtailment or interruption of energy and/or operating capacity
    under this Agreement.  The Supplier shall contact BGE's schedulers as
    appropriate with as much advance notice as possible regarding any such
    impending curtailment or interruption.

    (d)  In addition to any interruption/curtailment rights BGE may have under
    any Transaction, BGE shall also have the unilateral right to direct
    Supplier to immediately curtail or interrupt a Transaction during system
    conditions that prevent BGE from receiving energy or during times BGE
    determines that an emergency condition exists.

5.  TERM


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    (a)  This Agreement shall become effective on May 15 and shall remain in
    effect until terminated by either party upon thirty (30) days advance
    written notice to the other Party; provided, however, that no such
    termination shall affect any existing Transaction(s) established hereunder,
    unless otherwise agreed to by the Parties.

    (b)  In addition to any other remedy available to it, either Party may
    terminate this Agreement or any Transaction hereunder if: (i) the other
    party fails to make any payment due hereunder, with the exception of
    payments in dispute pursuant to Section 6(d) below, and such failure shall
    continue for twenty (20) days after it receives written notice demanding
    such payment, or (ii) the other Party dissolves or liquidates.

    (c)  Notwithstanding the above, the applicable provisions of this Agreement
    shall remain in effect after termination to the extent necessary to provide
    for final billing, billing adjustments and payments, and to give effect to
    those provisions of the Agreement, if any, which explicitly survive
    termination.

6.  BILLING AND PAYMENTS
    (a)  Unless otherwise agreed to by the Parties, all energy and/or operating
    capacity purchases under this Agreement shall be accounted, billed and paid
    for on the basis of delivered hourly quantities net of any Replacement
    Power Costs pursuant to Section 3(b) above.  The Parties involved in the
    Transaction shall maintain records of hourly schedules for accounting and
    operating purposes.  The accounting period for Transaction hereunder shall
    be one (1) calendar month ("Billing Period").  Both Parties shall maintain
    or have available records of hourly schedules and deliveries made pursuant
    to a Transaction.

    (b)  Supplier shall bill BGE for a Billing Period within six (6) working
    days following the end of each Billing Period.  BGE shall pay the bill on
    the first banking day common to the Parties following the fourteenth (14)
    day of the month following the Billing Period ("Due Date").  Payments shall
    be made by electronic wire transfer to Supplier as set forth in Section
    6(f) below.

    (c)  Amounts not paid by the Due Date shall be payable with interest
    accrued daily at the prime rate of interest per annum established by Chase
    Manhattan Bank (National Association) or its successor, on the last
    business day of the month in which service was rendered, but in no event
    greater than the maximum interest rate permitted by law.

    (d)  In the event that BGE disputes any portion of any bill, BGE shall have
    the right to withhold the disputed amount.  BGE shall have the right to
    dispute any bill or portion thereof within twelve (12) months after its due
    date.  The Parties shall use their best efforts to amicably and promptly
    resolve the dispute.  Any underpayment, including amounts in dispute, shall
    bear interest at the rate provided in Section 6(c) above and shall


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    be assessed from the time of underpayment to the date of issuance of the
    revised bill.  Any overpayment shall bear interest at the rate provided in
    Section 6(c) above and shall be assessed from the time of overpayment to he
    date the amount is refunded to BGE.  Payment for underpayments shall be
    made as provided in 6(b) above.  Refunds for overpayments shall be made in
    the manner specified by BGE at the time.

    (e)  All billings to BGE shall be sent to:
              Baltimore Gas and Electric Company
              Attn.:  Director, Bulk Power Arrangements
              Energy Operations Building
              P.O. Box 1475
              Baltimore, MD 21203

    (f)  All payments to Supplier shall be wire transferred to:
              LG&E Power Marketing Inc.
              Wells Fargo Bank
              2030 Main Street
              Irvine, CA 92714
              ABA #121000248
              Account #4660018540

7.  TAXES AND EXPENSES
    The Seller shall be responsible for all costs, taxes, and charges of any
    kind relating to the production and/or deliver of energy and/or capacity
    prior to the delivery point(s).  BGE shall be responsible for all costs,
    taxes, and charges of any kind relating to the delivery of such energy
    and/or capacity beyond the delivery point(s).

8.  LIMITATIONS OF LIABILITY.
    Neither Party hereto shall be liable for any consequential, incidental,
    punitive or other special damages, with the exception of those damages
    identified in Section 3(b) above, relating to the performance or
    nonperformance of this Agreement or any Transaction hereunder.  Each Party
    shall be solely responsible, as between the Parties hereto, for any costs,
    damages, charges or liabilities associated with its physical facilities and
    shall hold the other Party harmless from such costs, damages, charges or
    liabilities.

9.  FORCE MAJEURE
    The term "Force Majeure", as used herein, shall be physical causes of the
    kind hereafter listed which are beyond the control of the Party affected:
    flood, earthquake, tornado, storm, fire, civil disobedience, sabotage,
    restraint by court order or public authority (whether valid or invalid),
    and action or non-action by or inability to obtain or keep the necessary
    authorizations or approvals from any governmental agency or authority,
    which by exercise of due diligence such Party could not reasonably have
    been expected to avoid and which by exercise of due diligence it has been
    unable to overcome.  Neither Party shall be considered to be in default in
    the performance of any obligations under this Agreement when a failure of
    performance shall be due to Force Majeure.  No Party shall, however, be
    relieved of liability for failure of performance if such failure is due


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    to causes arising out of its own negligence or due to removable or
    remediable causes which it fails to remove or remedy within a reasonable
    time period.  Either Party rendered unable to fulfill any of its obligations
    under this Agreement by reason of Force Majeure shall give prompt written
    notice of such fact to the other Party and shall exercise  due diligence to
    remove such inability with all reasonable efforts.

10. SECURITY PROVISIONS
    In order to obtain adequate assurance of Supplier's ability to perform its
    obligations under this Agreement, BGE may require the Supplier to furnish
    sufficient security in advance of a Transaction(s).  The need for and form
    of such security shall be acceptable to BGE in its sole judgment.

11. ENTIRE AGREEMENT
    This Agreement constitutes the entire agreement between the Parties
    relating to the subject matter hereof and supersedes any other agreements,
    written or oral, between the Parties concerning such subject matter.

12. CHOICE OF LAW
    The formation, validity, interpretation, execution, amendment and
    termination of this Agreement shall be governed by the laws of the State of
    Maryland.

13. ASSIGNMENT
    The rights of either Party under this Agreement shall not be assigned,
    pledged or otherwise transferred without the prior written consent of the
    other Party.  In the event of such mutually agreed assignment, any such
    assignee or transferee shall be required to assume all of the obligations
    of the assignor or transferor under this Agreement pursuant to a written
    agreement which is acceptable to the non-assigning Party.

14. NON-WAIVER OF DEFAULTS
    No waiver by either Party of any default of the other Party under this
    Agreement shall operate as a waiver of a future default whether of a like
    or different character.

15. WRITTEN AMENDMENTS
    No modification of the terms and provisions of this Agreement shall be or
    become effective except by written amendment executed by the Parties.

16. SEVERABILITY AND RENEGOTIATION
    Should any provision of this Agreement for any reason be declared invalid
    or unenforceable by final and non-appealable order of any court or
    regulatory body having jurisdiction, such decision shall not affect the
    validity of the remaining portions, and the remaining portions shall remain
    in full force and effect as if this Agreement had been executed without the
    invalid portion.  In the event any provision of this Agreement is declared
    invalid, the parties shall promptly renegotiate to restore this Agreements
    near as possible to its original intent and effect.


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17. CONFIDENTIALITY
    The Parties shall keep the terms of any Transaction confidential, except to
    the extent such information: (i) must be disclosed for the purposes of
    effectuating any Transaction, (ii) is required by the Pennsylvania-New
    Jersey-Maryland Power Pool of which BGE is a member, or (iii) is required
    to be disclosed to a court or regulatory body.

ACCEPTED AND AGREED TO THIS 15TH DAY OF MAY, 1995.

                   Company:  BALTIMORE GAS AND ELECTRIC COMPANY


                   By:
                             ------------------------------------------
                   Name:     Carserlo Doyle
                   Title:    Vice President

                   Company:  LG&E POWER MARKETING INC.


                   By:       
                             ------------------------------------------
                   Name:     Ralph D. Daley
                   Title:    Vice President


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                                     EXHIBIT "A"

                             FORM OF CONFIRMATION LETTER


[DATE]


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

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

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

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

                                 CONFIRMATION LETTER

    This letter shall confirm the agreement reached on ____________________,
19___ between _____________________ ("Supplier") and Baltimore Gas and Electric
Company ("BGE") regarding the sale/purchase of energy and/or operating capacity
under the terms and conditions as follows:

    BGE to purchase and receive; Supplier to sell and deliver.

CONTRACT QUANTITY:
                                  ------------------------------------

DELIVERY POINT(S):
                                  ------------------------------------

CONTRACT PRICE:
                                  ------------------------------------

NATURE OF TRANSACTION:
                                  ------------------------------------

PERIOD OF DELIVERY:
                                  ------------------------------------

OTHER:
                                  ------------------------------------

    This Confirmation Letter is being provided pursuant to and in accordance
with the Energy and Operating Capacity Agreement dated ______________________,
19____ ("Agreement") between Supplier and BGE, and constitutes part of and is
subject to all of the terms and provisions of such Agreement.  Terms used but
not defined herein shall have the meanings ascribed to them in the Agreement.


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    Please confirm that the terms stated herein accurately reflect the
agreement reached on ____________________, 19___ between you and BGE by
returning an executed copy of this letter by facsimile to BGE.  Your response
should reflect the appropriate Party in your organization who has the authority
to enter into this Transaction, and should be received by BGE no later than
____________________________.


-------------------------------------------
BALTIMORE GAS AND ELECTRIC COMPANY



Title:
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-----------------------------------------------
Supplier:
          -------------------------------------


Title:
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