SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                             FORM 10-Q

         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
               OF THE SECURITIES EXCHANGE ACT OF 1934

            For the Quarterly Period Ended June 30, 1997
                  Commission File Number 33-95928
                                  
                    LS Power Funding Corporation      
       (Exact name of registrant as specified in its charter)


Delaware                                                         81-0502366

(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification No.)

      402 East Main Street, Bozeman, MT  59715, (406) 587-7397
(Address, including zip code, and telephone number, including area code, of 
registrant's principal executive offices)
                                            

                      LSP-Cottage Grove, L.P.
              LSP-Whitewater Limited Partnership      
       (Exact name of registrant as specified in its charter)

Delaware                                                         81-0493289
Delaware                                                         81-0493287

(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                     Identification Numbers)

      402 East Main Street, Bozeman, MT  59715, (406) 587-6325
      402 East Main Street, Bozeman, MT  59715, (406) 587-6122
(Address, including zip code, and telephone number, including area code, of 
registrant's principal executive offices)


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing 
requirements for the past 90 days.       Yes  X     No      


                                    1
<PAGE>
                    LS Power Funding Corporation
                        LSP-Cottage Grove, L.P.
                  LSP-Whitewater Limited Partnership

                            Form 10-Q Index

                                                                   Page
                              PART I

   Item 1.  Financial Statements                                     3
   Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results
             of Operations                                           3

                              PART II

   Item 1.  Legal Proceedings                                        6
   Item 2.  Changes in Securities                                    6
   Item 3.  Defaults Upon Senior Securities                          6
   Item 4.  Submission of Matters to a Vote of Security Holders      6
   Item 5.  Other Information                                        6
   Item 6.  Exhibits and Reports on Form 8-K                         6

            Signatures                                               7

            Financial Statement Index                               F-1

            Exhibits Index                                         EI-1


                                    2
<PAGE>
PART I/ITEM 1.  FINANCIAL STATEMENTS

   See financial statements commencing at F-1.  These unaudited financial 
statements have been prepared pursuant to the rules and regulations of the 
Securities and Exchange Commission (the "Commission").  Certain information
and footnote disclosures normally included in financial statements prepared 
in accordance with generally accepted accounting principles have been 
condensed or omitted.  While LS Power Funding Corporation ("Funding"), 
LSP-Cottage Grove, L.P. ("Cottage Grove") and LSP-Whitewater Limited 
Partnership ("Whitewater" and, together with Cottage Grove, the "Partnerships")
believe that the disclosures made are adequate to make the information 
presented not misleading, these financial statements should be read in 
conjunction with the audited financial statements included in the Annual 
Report on Form 10-K for the year ended December 31, 1996, filed by Funding, 
Cottage Grove and Whitewater.


PART I/ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS

General

   Cottage Grove is a single purpose Delaware limited partnership established 
on December 14, 1993 to develop, finance, construct, own, operate and manage 
a gas-fired cogeneration facility located in Cottage Grove, Minnesota (the 
"Cottage Grove Power Plant").  Whitewater is a single purpose Delaware limited
partnership established on December 14, 1993 to develop, finance, construct, 
own, operate and manage a gas-fired cogeneration facility located in 
Whitewater, Wisconsin (the "Whitewater Power Plant", and collectively with the 
Cottage Grove Power Plant, the "Power Plants" or "Projects").  Since their 
formation in 1993, the Partnerships have been developing and constructing their
respective power plants and have generated no operating revenues or expenses.

Cottage Grove

Power Plant Construction

   The Cottage Grove Power Plant is being constructed by Westinghouse Electric 
Corporation ("Westinghouse Electric" or the "Contractor") pursuant to a 
turnkey construction contract (the "Cottage Grove Construction Contract").  
Westinghouse Electric had agreed to complete the construction and start-up of 
the Cottage Grove Power Plant to specified performance levels by May 31, 1997.
Westinghouse began construction of the Cottage Grove Power Plant on June 30, 
1995.

   At June 30, 1997, the construction and start-up of the Cottage Grove Power 
Plant had not been completed.  The Contractor has experienced a number of 
equipment difficulties which have delayed the completion of construction and
start-up.  These difficulties include (i) inability to meet performance and 
emission requirements when running the Power Plant on fuel oil and (ii) 
increased utilization of catalyst to control emissions.  These difficulties 
have caused a more lengthy start-up period than originally anticipated.

   In order to demonstrate that construction of the Power Plant is complete, 
the Contractor is required to demonstrate, with the concurrence of Cottage 
Grove and R.W. Beck, the independent engineer, that:  (i) the Power Plant is 
mechanically and electrically sound and free from known defects or 
deficiencies that affect the safety and reliability of the Power Plant, 
(ii) the Power Plant meets certain performance and emissions guarantees, 
(iii) the Power Plant successfully completes testing designed to demonstrate 
the Power Plant's reliability, and (iv) the Power Plant successfully completes 
testing required by Cottage Grove's power sales contract ("PPA") with Northern 
States Power Company ("NSP").  As of June 30, 1997, engineering, procurement 
and construction was estimated to be 99% complete.  Cottage Grove currently 
estimates that construction and start-up of the Cottage Grove Power Plant will 
be completed on August 29, 1997.


                                    3
<PAGE>
   As a result of the Contractor's failure to complete construction and 
start-up of the Cottage Grove Power Plant by May 31, 1997, the Contractor is 
required, until completion of construction, to reimburse Cottage Grove for
extension fees paid under its PPA, and to pay certain liquidated damages.  
Cottage Grove has extended the milestone for the delivery of energy under its 
PPA to August 31, 1997.  Cottage Grove has recorded receivables from the
Contractor of $1,732,730 at June 30, 1997, which is comprised of reimbursable 
extension fees of $800,001 and delay liquidated damages of $932,729.  Also, as 
of June 30, 1997, Cottage Grove had retained construction contract payments 
(in the form of cash and an irrevocable letter of credit) totaling $10,715,048.

Liquidity and Capital Resources

   For the three months ended June 30, 1997, Cottage Grove capitalized 
construction costs totaling approximately $8,296,000.  At June 30, 1997, 
Cottage Grove's investments held by trustee totaled $29,055,681, of which 
$6,043,000 was held in a fund reserved for debt service, and $7,657,296 was 
held in a contingency fund to pay for project cost overruns.  Cottage Grove 
transferred $1,277,235 from the contingency fund during the second quarter of
1997 to fund estimated increases to budgeted construction costs.

   On April 25, 1997, Cottage Grove received an equity contribution of 
$18,167,000 from TPC Cottage Grove, Inc.  The funds were deposited with 
Cottage Grove's trustee and were available upon deposit for payment of Cottage
Grove project costs.

Whitewater

Power Plant Construction

   The Whitewater Power Plant is being constructed by Westinghouse Electric 
Corporation ("Westinghouse Electric" or the "Contractor") pursuant to a 
turnkey construction contract (the "Whitewater Construction Contract"). 
Westinghouse Electric had agreed to complete the construction and start-up of 
the Whitewater Power Plant to specified performance levels by May 31, 1997.  
Westinghouse began construction of the Whitewater Power Plant on June 30, 1995.

   At June 30, 1997, the construction and start-up of the Whitewater Power 
Plant had not been completed.  The Contractor has experienced a number of 
equipment difficulties which have delayed the completion of construction and
start-up.  These difficulties include (i) inability to meet performance and 
emission requirements when running the Power Plant on fuel oil, (ii) increased 
utilization of catalyst to control emissions, and (iii) a leak in the high 
pressure section of the steam turbine.  These difficulties have caused a more 
lengthy start-up period than originally anticipated. 

   In order to demonstrate that construction of the Power Plant is complete, 
the Contractor is required to demonstrate, with the concurrence of Whitewater 
and R.W. Beck, the independent engineer, that:  (i) the Power Plant is 
mechanically and electrically sound and free from known defects or 
deficiencies that affect the safety and reliability of the Power Plant, 
(ii) the Power Plant meets certain performance and emissions guarantees, 
(iii) the Power Plant successfully completes testing designed to demonstrate 
the Power Plant's reliability, and (iv) the Power Plant successfully completes 
testing required by Whitewater's PPA with Wisconsin Electric Power Company
("WEPCO").  As of June 30, 1997, engineering, procurement and construction was 
estimated to be 99% complete.  Whitewater currently estimates that 
construction and start-up of the Whitewater Power Plant will be completed on
August 18, 1997.

   As a result of the Contractor's failure to complete construction and 
start-up of the Whitewater Power Plant by May 31, 1997, the Contractor is 
required, until completion of construction, to reimburse Whitewater for 
extension fees paid under its PPA, and to pay certain liquidated damages.  
Whitewater has extended the milestone for the delivery of energy under its PPA 
to August 18, 1997.  Whitewater has recorded receivables from the Contractor of
$983,764 for delay liquidated damages at June 30, 1997.  Also, as of June 30, 
1997, Whitewater had retained construction contract payments (in the form of 
cash and an irrevocable letter of credit) totaling $10,997,751.


                                    4
<PAGE>
Liquidity and Capital Resources

   For the three months ended June 30, 1997, Whitewater capitalized 
construction costs totaling approximately $7,039,000.  At June 30, 1997, 
Whitewater's investments held by trustee totaled $30,932,826, of which 
$6,900,000 was held in a fund reserved for debt service, and $7,706,049 was 
held in a contingency fund to pay for project cost overruns.  Whitewater 
transferred $2,270,407 from the contingency fund during the second quarter of 
1997 to fund estimated increases to budgeted construction costs.

   On April 25, 1997, Whitewater received an equity contribution of 
$20,556,000 from TPC Whitewater, Inc.  The funds were deposited with 
Whitewater's trustee and were available upon deposit for payment of Whitewater
project costs.

Replacement Power

   In accordance with Whitewater's PPA, Whitewater is responsible for 
reimbursing WEPCO for the actual increased costs of capacity and energy 
acquired to replace the capacity and energy which were to be provided by the
Whitewater Power Plant.  Whitewater's obligation to reimburse WEPCO for these
"Replacement Power" costs began on June 23, 1997 and continues until 
construction and start-up of the Whitewater Power Plant is complete.
Whitewater has an obligation for Replacement Power costs if WEPCO's actual 
costs of capacity and energy exceed the amounts which would have been paid to 
Whitewater under the PPA.  For the period from June 23, 1997 through
June 30, 1997, WEPCO has provided an invoice for Replacement Power costs in 
the amount of $174,860.  This amount has been reflected in Whitewater's 
balance sheet as of June 30, 1997, and in its statements of cash flows for
the periods then ended.  Whitewater's obligation for Replacement Power costs 
is a project cost and will be payable from the project's contingency fund.

Greenhouse

   Whitewater has a construction contract with Dominion Growers/Whitewater, 
L.C. ("Dominion") to design, engineer, interconnect, construct and start-up a 
greenhouse (the "Greenhouse") adjacent to the Whitewater site.  Construction 
of the Greenhouse was substantially completed on June 2, 1997.  On June 6, 
1997, an amendment to the construction contract was executed to clarify 
Dominion's fee for construction of the Greenhouse and to reflect other
revisions to the construction contract.  Final completion of Greenhouse 
construction is anticipated by August 31, 1997.

   Whitewater had a lease agreement with Dominion (the "Dominion Lease").  
Under the Dominion Lease, Whitewater had agreed to lease to Dominion the 
Greenhouse and an approximate 38-acre parcel of land upon which the Greenhouse 
has been constructed.  The Dominion Lease was to commence upon substantial 
completion of construction of the Greenhouse and expire on the later of (i) 
the 25th anniversary of the Whitewater Commercial Operations Date, and (ii) 
May 31, 2022.  In connection with the Dominion Lease, Whitewater also had a 
hot water supply agreement with Dominion to supply the hot water requirements 
of the Greenhouse.

   Due to changed circumstances occurring in 1996, Whitewater and Dominion 
agreed to terminate the Dominion Lease and the related hot water supply 
agreement with Dominion.  To replace these Dominion arrangements, Whitewater 
has entered into an operational services agreement (the "Greenhouse 
Operational Services Agreement") with FloriCulture, Inc. ("FloriCulture"), an 
affiliate of Whitewater, to operate the Greenhouse for the benefit of 
Whitewater.

   Under the terms of the Greenhouse Operational Services Agreement, 
FloriCulture is required to provide all the services necessary to produce, 
market, and sell horticultural products and to operate and maintain the 
Greenhouse facility.  As compensation for its services, FloriCulture is 
reimbursed on a monthly basis for its approved costs in connection with 
conducting the Greenhouse business and operating the Greenhouse facility, and 
will receive an annual management fee equal to 12% of Whitewater's net profit 
from the operation of the Greenhouse.  The term of the Greenhouse Operational 
Services Agreement expires on May 31, 2022, unless terminated earlier by 
mutual written agreement of Whitewater and FloriCulture.


                                    5
<PAGE>
PART II/ITEM 1.  LEGAL PROCEEDINGS 

   During the second quarter of 1997, Funding, Cottage Grove and Whitewater 
have not been parties to any material legal proceedings.


PART II/ITEM 2.  CHANGES IN SECURITIES

   None.


PART II/ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

   None.


PART II/ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   None.


PART II/ITEM 5.  OTHER INFORMATION

   None.


PART II/ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

   See the Exhibits Index at EI-1.

(b) Reports on Form 8-K

   No reports on Form 8-K have been filed during the last quarter of the 
period covered by this report.


                                    6
<PAGE>
SIGNATURES:  Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its behalf 
of the undersigned thereunto duly authorized.

LS POWER FUNDING CORPORATION

   
By:  /s/ Michael S. Liebelson                                 
   Name:  Michael S. Liebelson
   Title:  Managing Director and Treasurer
   Date:  August 12, 1997


LSP-COTTAGE GROVE, L.P.

By:  LSP-Cottage Grove, Inc.
Its: General Partner
     
By:  /s/ Michael S. Liebelson                                        
     Name:  Michael S. Liebelson
     Title:  Managing Director and Treasurer
     Date:  August 12, 1997


LSP-WHITEWATER LIMITED PARTNERSHIP

By:  LSP-Whitewater I, Inc.
Its: General Partner
     
By:  /s/ Michael S. Liebelson                                        
     Name:  Michael S. Liebelson
     Title:  Managing Director and Treasurer
     Date:  August 12, 1997



                                    7
<PAGE>
                    LS Power Funding Corporation
                      LSP-Cottage Grove, L.P.
                 LSP-Whitewater Limited Partnership

                     Financial Statement Index
                                                             Page
LS POWER FUNDING CORPORATION
   Balance sheets as of June 30, 1997 and December 31, 1996. . . . . .F-2
   Statements of operations for the three months ended
     June 30, 1997 and 1996, and for the six months
     ended June 30, 1997 and 1996. . . . . . . . . . . . . . . . . . .F-3
   Statements of cash flows for the six months ended
     June 30, 1997 and 1996. . . . . . . . . . . . . . . . . . . . . .F-4
   Notes to financial statements . . . . . . . . . . . . . . . . . . .F-5
 
LSP-COTTAGE GROVE, L.P.
   Balance sheets as of June 30, 1997 and December 31, 1996. . . . . .F-7
   Statements of cash flows for the six months ended June 30, 1997 
     and 1996, and the period from Inception (December 14, 1993) 
     to June 30, 1997. . . . . . . . . . . . . . . . . . . . . . . . .F-8
   Notes to financial statements . . . . . . . . . . . . . . . . . . .F-9

LSP-WHITEWATER LIMITED PARTNERSHIP
   Balance sheets as of June 30, 1997 and December 31, 1996. . . . . F-11
   Statements of cash flows for the six months ended June 30, 1997
     and 1996, and the period from Inception (December 14, 1993)
     to June 30, 1997. . . . . . . . . . . . . . . . . . . . . . . . F-12
   Notes to financial statements . . . . . . . . . . . . . . . . . . F-13



                                   F-1
<PAGE>
                    LS POWER FUNDING CORPORATION

                            BALANCE SHEETS


                                                 June 30,     December 31,
                                                   1997           1996       
                                               (Unaudited)
                               ASSETS
CURRENT ASSET - Cash                         $      1,000     $      1,000

INVESTMENT IN FIRST MORTGAGE BONDS            332,000,000      332,000,000

     Total Assets                            $332,001,000     $332,001,000


                LIABILITIES AND STOCKHOLDERS' EQUITY


LIABILITY - Senior Secured Bonds Payable     $332,000,000     $332,000,000

CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Common stock, $.01 par value, 1,000 
  shares authorized, 100 shares issued 
  and outstanding                                       1                1
 Additional paid-in capital                           999              999

     Total Stockholders' Equity                     1,000            1,000


     Total Liabilities and 
      Stockholders' Equity                   $332,001,000     $332,001,000


          See accompanying notes to financial statements.


                                   F-2
<PAGE>
                    LS POWER FUNDING CORPORATION

                       STATEMENTS OF OPERATIONS
                              (Unaudited)


                               Three Months                Six Months
                              Ended June 30,              Ended June 30,        
                             1997         1996          1997         1996

Interest Income          $6,471,549    $6,471,549   $12,943,098   $12,943,098

Interest Expense          6,471,549     6,471,549    12,943,098    12,943,098

Net Income (Loss)        $      ---    $      ---   $       ---   $       ---


          See accompanying notes to financial statements.

                                   F-3
<PAGE>
                    LS POWER FUNDING CORPORATION

                       STATEMENTS OF CASH FLOWS
                              (Unaudited)



                                                     Six Months Ended June 30,
                                                       1997            1996

Cash Flows From Operating Activities                $    ---        $    --- 

Cash Flows From Investing Activities                     ---             --- 

Cash Flows From Financing Activities                     ---             --- 

Increase in cash                                         ---             --- 

Cash, beginning of period                              1,000           1,000 
Cash, end of period                                   $1,000          $1,000 


          See accompanying notes to financial statements.


                                   F-4
<PAGE>
                    LS POWER FUNDING CORPORATION
                    NOTES TO FINANCIAL STATEMENTS


1.  FINANCIAL STATEMENTS

   The balance sheet as of June 30, 1997, and the statements of operations and 
cash flows for the periods ended June 30, 1997 and 1996 have been prepared by 
LS Power Funding Corporation ("Funding"), without audit.  In the opinion of 
management, these financial statements include all adjustments (consisting of 
normal recurring adjustments) necessary to present fairly its financial 
position as of June 30, 1997, and the results of its operations and its cash 
flows for the periods ended June 30, 1997 and 1996.

   The unaudited financial statements included herein have been prepared 
pursuant to the rules and regulations of the Securities and Exchange 
Commission.  Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted.  While Funding believes that the 
disclosures made are adequate to make the information presented not misleading,
these financial statements should be read in conjunction with Funding's audited
financial statements included in Funding's Annual Report on Form 10-K for the 
year ended December 31, 1996.


2.  ORGANIZATION

   Funding was established on June 23, 1995 as a special purpose Delaware 
corporation to issue debt securities in connection with financing construction 
of two gas fired cogeneration facilities, one located in Cottage Grove,
Minnesota (the "Cottage Grove Project") and the other located in Whitewater, 
Wisconsin (the "Whitewater Project").  LSP-Cottage Grove, L.P.("Cottage Grove")
and LSP-Whitewater Limited Partnership ("Whitewater") are Delaware limited 
partnerships established to develop, finance, construct, own, operate and 
manage the facilities at Cottage Grove and Whitewater, respectively.  Cottage 
Grove and Whitewater each own 50% of the outstanding stock of Funding.  
Funding's sole business activities are limited to maintaining its organization 
and activities necessary pursuant to the offering of debt securities and its 
acquisition of debt securities issued by Cottage Grove and Whitewater.


3.  CONSTRUCTION

Cottage Grove

   Cottage Grove has entered into a $109 million turnkey construction contract 
(inclusive of executed change orders) with Westinghouse Electric Corporation 
("Westinghouse Electric").  Westinghouse Electric has committed to complete 
the construction and start-up of the Cottage Grove Project to specified 
performance levels by May 31, 1997 and is required under the contract to 
reimburse Cottage Grove for extension fees paid under its power sales contract 
with Northern States Power Company ("NSP"), and to pay certain liquidated 
damages in the event of a delay.  At June 30, 1997, the construction and 
start-up of the Cottage Grove Project had not been completed.  Cottage Grove 
has recorded receivables from Westinghouse Electric of $1,732,730 at June 30,
1997, which is comprised of reimbursable extension fees of $800,001 and delay 
liquidated damages of $932,729.

   As of June 30, 1997, engineering, procurement and construction was 
estimated to be 99% complete and total costs incurred to date under the 
construction contract were approximately $106,061,000.  Cottage Grove currently
estimates that construction and start-up of the Cottage Grove Project will be 
completed on August 29, 1997.


                                   F-5
<PAGE>
                   LS POWER FUNDING CORPORATION

            NOTES TO FINANCIAL STATEMENTS - (Concluded)


Whitewater

   Whitewater has entered into a $118 million turnkey construction contract 
(inclusive of executed change orders) with Westinghouse Electric.  
Westinghouse Electric has committed to complete the construction and start-up 
of the Whitewater Project to specified performance levels by May 31, 1997 and 
is required under the contract to reimburse Whitewater for extension fees paid 
under its power sales contract with Wisconsin Electric Power Company ("WEPCO"),
and to pay certain liquidated damages in the event of a delay.  At June 30, 
1997, the construction and start-up of the Whitewater Project had not been 
completed.  Whitewater has recorded receivables from Westinghouse Electric 
for delay liquidated damages of $983,764 at June 30, 1997. 

   As of June 30, 1997, engineering, procurement and construction was estimated
to be 99% complete and total costs incurred to date under the construction 
contract were approximately $112,968,000.  Whitewater currently estimates that 
construction and start-up of the Whitewater Project will be completed on August
18, 1997.

General

   As with any major construction effort, construction of the Cottage Grove 
and Whitewater Projects involves many risks, including shortages of materials 
and labor, work stoppages, labor disputes, weather interferences, engineering, 
environmental permitting or geological problems and unanticipated cost 
increases for reasons beyond the control of Westinghouse Electric, the 
occurrence of which could give rise to delays, cost overruns or performance 
deficiencies, or otherwise adversely affect the design or operation of the 
Cottage Grove and Whitewater Projects.


4.  POWER SALES CONTRACTS

Cottage Grove

   Cottage Grove has entered into a 30 year power sales contract with NSP.  
The power sales contract is subject to termination if specified construction, 
energy delivery and other milestone deadlines are not met.  The power sales 
contract requires delivery of energy by May, 1997.  The milestone for the 
delivery of energy may be extended on a month-to-month basis for up to 26 
months for a fee of $400,000 per month for each of the first two months, and 
$266,667 per month for each month thereafter.  Cottage Grove has extended the
milestone for the delivery of energy to August 31, 1997.

Whitewater

   Whitewater has entered into a 25 year power sales contract with WEPCO.  The 
power sales contract is subject to termination if specified construction, 
energy delivery and other milestone deadlines are not met.  The power sales 
contract requires delivery of energy by June, 1997.  The milestone for the 
delivery of energy may be extended on a daily basis for up to 24 months, less 
extensions of other milestones, for a fee of $50,000 per month.  Whitewater 
has extended the milestone for the delivery of energy to August 18, 1997.


                                   F-6
<PAGE>
                     LSP-COTTAGE GROVE, L.P.
    (a Delaware Limited Partnership in the Development Stage)

                          BALANCE SHEETS

                                                   June 30,      December 31,
                                                    1997            1996       
                                                 (Unaudited)
                              ASSETS

CURRENT ASSETS - Cash                           $    103,638    $    103,224

INVESTMENTS HELD BY TRUSTEE, stated at
 cost which approximates market value             29,055,681      28,108,244

PLANT, PROPERTY AND EQUIPMENT                    145,071,250     125,596,814

DEBT ISSUANCE AND FINANCING COSTS                  6,648,004       6,773,753

OTHER ASSETS                                             500             500

   Total Assets                                 $180,879,073    $160,582,535


                LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITY - Accounts payable            $  7,711,073    $  5,581,535

FIRST MORTGAGE BONDS PAYABLE                     155,000,000     155,000,000

   Total Liabilities                             162,711,073     160,581,535

CONTINGENCIES

PARTNERS' CAPITAL                                 18,168,000           1,000

   Total Liabilities and Partners' Capital      $180,879,073    $160,582,535


         See accompanying notes to financial statements.


                                   F-7
<PAGE>
                     LSP-COTTAGE GROVE, L.P.
    (a Delaware Limited Partnership in the Development Stage)

                     STATEMENTS OF CASH FLOWS
                           (Unaudited)

                                                                 December 14,
                                                              1993 (inception)
                                    Six Months Ended June 30,    to June 30,
                                       1997          1996           1997        
Cash Flows From Investing Activities:
 Acquisition of land and 
  improvements                    $        ---   $        ---  $     (97,590)
 Payments on construction 
  in progress                      (18,024,600)   (39,133,197)  (145,470,724)
 Investments held by trustee       (18,167,000)           ---   (173,167,000)
 Investments drawn for 
  construction                      18,025,014     39,322,340    152,793,591 
 Investment in LS Power 
  Funding Corporation                      ---            ---           (500)
Cash provided by (used in) 
 investing activities              (18,166,586)       189,143   (165,942,223)

Cash Flows From Financing Activities:
 Debt issuance and 
  financing costs                          ---       (153,348)    (7,122,139)
 Proceeds from First 
  Mortgage Bonds                           ---            ---    155,000,000 
 Capital contributions              18,167,000            ---     18,168,000 
Cash provided by (used in) 
 financing activities               18,167,000       (153,348)   166,045,861 

Increase in cash                           414         35,795        103,638 

Cash, beginning of period              103,224         55,030            --- 
Cash, end of period               $    103,638   $     90,825  $     103,638 


RECONCILIATION OF CHANGES IN
 CONSTRUCTION IN PROGRESS
 Increase in total 
  construction in progress        $(19,474,436)  $(37,849,335) $(144,973,660)
 Amortization of debt 
  issuance and financing costs         125,749        118,360        474,135 
 Interest income on 
  investments held by trustee         (805,451)    (2,668,376)    (8,682,272)
 Decrease in other current assets          ---         12,926            --- 
 Increase in accounts payable        2,129,538      1,253,228      7,711,073 
Payments on construction 
 in progress                      $(18,024,600)  $(39,133,197) $(145,470,724)


         See accompanying notes to financial statements.


                                   F-8
<PAGE>
                     LSP-COTTAGE GROVE, L.P.
    (a Delaware Limited Partnership in the Development Stage)

                   NOTES TO FINANCIAL STATEMENTS


1. FINANCIAL STATEMENTS

   The balance sheet as of June 30, 1997, and the statements of cash flows for 
the periods ended June 30, 1997 and 1996 have been prepared by LSP-Cottage 
Grove, L.P. (the "Partnership"), without audit.  In the opinion of management, 
these financial statements include all adjustments (consisting of normal 
recurring adjustments) necessary to present fairly its financial position as 
of June 30, 1997, and its cash flows for the periods ended June 30, 1997 and 
1996.

   The unaudited financial statements included herein have been prepared 
pursuant to the rules and regulations of the Securities and Exchange 
Commission.  Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted.  While the Partnership believes 
that the disclosures made are adequate to make the information presented not 
misleading, these financial statements should be read in conjunction with the 
Partnership's audited financial statements included in the Partnership's 
Annual Report on Form 10-K for the year ended December 31, 1996.


2.  ORGANIZATION

   The Partnership is a Delaware limited partnership that was formed on 
December 14, 1993 to develop, finance, construct, own and operate a gas-fired 
cogeneration facility with a design capacity of approximately 245 megawatts to 
be located in Cottage Grove, Minnesota (the "Cottage Grove Project").  The 
Partnership holds a 50% equity ownership interest in LS Power Funding 
Corporation ("Funding"), which was established on June 23, 1995 as a special 
purpose Delaware corporation to issue debt securities in connection with 
financing construction of the Cottage Grove Project and a similar gas-fired 
cogeneration facility to be located in Whitewater, Wisconsin (the "Whitewater 
Project").  On June 30, 1995, a portion of the proceeds from the offering and 
sale of the debt securities issued by Funding was used to purchase $155 
million of debt securities issued simultaneously by the Partnership.


3.  INVESTMENTS HELD BY TRUSTEE

   Investments held by trustee consists of:
                                                June 30,         December 31,
                                                  1997               1996       

   Overnight repurchase obligations            $26,081,229       $28,108,244
   Accounts receivable - Westinghouse            1,732,730               ---
   Accounts receivable - Northern States 
    Power Company                                1,241,722               ---
                                               $29,055,681       $28,108,244



                                   F-9
<PAGE>
                     LSP-COTTAGE GROVE, L.P.
    (a Delaware Limited Partnership in the Development Stage)

           NOTES TO FINANCIAL STATEMENTS - (Concluded)
 

   Overnight repurchase obligations are secured by U.S. Treasury notes.  
Accounts receivable - Westinghouse represents amounts due from Westinghouse 
Electric Corporation ("Westinghouse Electric"), the Partnership's 
construction contractor, for reimbursement of extension fees paid to Northern 
States Power Company ("NSP") under the Partnership's power sales contract with 
NSP, and for delay liquidated damages due as a result of Westinghouse 
Electric's failure to complete the construction and start-up of the Cottage 
Grove Project by May 31, 1997.  Accounts receivable - Northern States Power 
Company represents amounts due for test energy delivered to NSP during 
start-up of the Cottage Grove Project.

   The use of funds held by the trustee is restricted to payment of project 
costs, including payment of interest on the First Mortgage Bonds.  Investments 
held by trustee are carried at cost, which approximated market at June 30, 
1997 and December 31, 1996.


4.  CONSTRUCTION

   The Partnership has entered into a $109 million turnkey construction 
contract (inclusive of executed change orders) with Westinghouse Electric.  
Westinghouse Electric has committed to complete the construction and start-up 
of the Cottage Grove Project to specified performance levels by May 31, 1997 
and is required under the contract to reimburse the Partnership for extension 
fees paid under its power sales contract with NSP, and to pay certain 
liquidated damages in the event of a delay.  At June 30, 1997, the 
construction and start-up of the Cottage Grove Project had not been completed. 
The Partnership has recorded receivables from Westinghouse Electric of
$1,732,730 at June 30, 1997, which is comprised of reimbursable extension fees 
of $800,001 and delay liquidated damages of $932,729.

   As of June 30, 1997, engineering, procurement and construction was 
estimated to be 99% complete and total costs incurred to date under the 
construction contract were approximately $106,061,000.  The Partnership
currently estimates that construction and start-up of the Cottage Grove 
Project will be completed on August 29, 1997.  As with any major construction 
effort, construction of the Cottage Grove Project involves many risks, 
including shortages of materials and labor, work stoppages, labor disputes, 
weather interferences, engineering, environmental permitting or geological 
problems and unanticipated cost increases for reasons beyond the control of 
Westinghouse Electric, the occurrence of which could give rise to delays, cost 
overruns or performance deficiencies, or otherwise adversely affect the design 
or operation of the Cottage Grove Project.


5.  POWER SALES CONTRACT

   The Partnership has entered into a 30 year power sales contract with NSP.  
The power sales contract is subject to termination if specified construction, 
energy delivery and other milestone deadlines are not met.  The power sales 
contract requires delivery of energy by May, 1997.  The milestone for the 
delivery of energy may be extended on a month-to-month basis for up to 26 
months for a fee of $400,000 per month for each of the first two months, and 
$266,667 per month for each month thereafter.  The Partnership has extended the
milestone for the delivery of energy to August 31, 1997.



                                   F-10
<PAGE>
                   LSP-WHITEWATER LIMITED PARTNERSHIP
        (a Delaware Limited Partnership in the Development Stage)

                              BALANCE SHEETS

                                                     June 30,     December 31,
                                                       1997          1996
                                                    (Unaudited)
                              ASSETS

CURRENT ASSETS:
 Cash                                              $    447,636  $    101,114
 Other current assets                                       ---           575
     Total Current Assets                               447,636       101,689

INVESTMENTS HELD BY TRUSTEE, stated at
 cost which approximates market value                30,932,826    34,414,528

PLANT, PROPERTY AND EQUIPMENT                       167,263,637   149,232,431

DEBT ISSUANCE AND FINANCING COSTS                     6,740,539     6,868,561

OTHER ASSETS                                                500           500

   Total Assets                                    $205,385,138  $190,617,709


                LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITY - Accounts payable               $  7,828,138  $ 13,616,709

FIRST MORTGAGE BONDS PAYABLE                        177,000,000   177,000,000

   Total Liabilities                                184,828,138   190,616,709

CONTINGENCIES

PARTNERS' CAPITAL                                    20,557,000         1,000

   Total Liabilities and Partners' Capital         $205,385,138  $190,617,709


         See accompanying notes to financial statements.


                                   F-11
<PAGE>
                   LSP-WHITEWATER LIMITED PARTNERSHIP
       (a Delaware Limited Partnership in the Development Stage)

                        STATEMENTS OF CASH FLOWS
                               (Unaudited)

                                                                December 14,
                                                              1993 (inception)
                                  Six Months Ended June 30,      to June 30,
                                     1997           1996            1997        
Cash Flows From Investing Activities:
 Acquisition of land 
  and improvements              $        ---   $   (145,765)   $  (3,538,281)
 Payments on construction 
  in progress                    (24,557,080)   (43,223,420)    (165,287,819)
 Investments held by trustee     (20,556,000)           ---     (197,556,000)
 Investments drawn 
  for construction                24,903,602     43,517,756      176,496,676 
 Investment in LS Power 
  Funding Corporation                    ---            ---             (500)
Cash provided by (used in) 
 investing activities            (20,209,478)       148,571     (189,885,924)

Cash Flows From Financing Activities:
 Debt issuance and 
  financing costs                        ---       (153,348)      (7,223,440)
 Proceeds from 
  First Mortgage Bonds                   ---            ---      177,000,000 
 Capital contributions            20,556,000            ---       20,557,000 
Cash provided by (used in) 
 financing activities             20,556,000       (153,348)     190,333,560 

Increase (decrease) in cash          346,522         (4,777)         447,636 

Cash, beginning of period            101,114         71,441              --- 
Cash, end of period             $    447,636   $     66,664    $     447,636 


RECONCILIATION OF CHANGES IN
 CONSTRUCTION IN PROGRESS
 Increase in total 
  construction in progress      $(18,031,206)  $(41,754,725)   $(163,725,356)
 Amortization of debt issuance 
  and financing costs                128,022        120,548          482,901 
 Interest income on 
  investments held by trustee       (865,900)    (3,023,712)      (9,873,502)
 Decrease in other 
  current assets                         575            ---              --- 
 Increase (decrease) in 
  accounts payable                (5,788,571)     1,434,469        7,828,138 
Payments on 
 construction in progress       $(24,557,080)  $(43,223,420)   $(165,287,819)


         See accompanying notes to financial statements.


                                   F-12
<PAGE>
                LSP-WHITEWATER LIMITED PARTNERSHIP
    (a Delaware Limited Partnership in the Development Stage)

                   NOTES TO FINANCIAL STATEMENTS


1. FINANCIAL STATEMENTS

   The balance sheet as of June 30, 1997, and the statements of cash flows for 
the periods ended June 30, 1997 and 1996 have been prepared by LSP-Whitewater 
Limited Partnership (the "Partnership"), without audit.  In the opinion of 
management, these financial statements include all adjustments (consisting of
normal recurring adjustments) necessary to present fairly its financial 
position as of June 30, 1997, and its cash flows for the periods ended June 30,
1997 and 1996.

   The unaudited financial statements included herein have been prepared 
pursuant to the rules and regulations of the Securities and Exchange 
Commission.  Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted.  While the Partnership believes that
the disclosures made are adequate to make the information presented not 
misleading, these financial statements should be read in conjunction with the 
Partnership's audited financial statements included in the Partnership's 
Annual Report on Form 10-K for the year ended December 31, 1996.


2.  ORGANIZATION

   The Partnership is a Delaware limited partnership that was formed on 
December 14, 1993 to develop, finance, construct, own and operate a gas-fired 
cogeneration facility with a design capacity of approximately 245 megawatts to 
be located in Whitewater, Wisconsin (the "Whitewater Project").  The 
Partnership holds a 50% equity ownership interest in LS Power Funding 
Corporation ("Funding"), which was established on June 23, 1995 as a special 
purpose Delaware corporation to issue debt securities in connection with 
financing construction of the Whitewater Project and a similar gas-fired 
cogeneration facility to be located in Cottage Grove, Minnesota (the "Cottage 
Grove Project").  On June 30, 1995, a portion of the proceeds from the 
offering and sale of the debt securities issued by Funding was used to 
purchase $177 million of debt securities issued simultaneously by the
Partnership.


3.  INVESTMENTS HELD BY TRUSTEE

   Investments held by trustee consists of:
                                                   June 30,      December 31,
                                                     1997            1996       

   Overnight repurchase obligations              $29,017,379     $34,414,528
   Accounts receivable - Westinghouse                983,764             ---
   Accounts receivable - Wisconsin Electric 
    Power Company                                    931,683             ---
                                                 $30,932,826     $34,414,528




                                   F-13
<PAGE>
                LSP-WHITEWATER LIMITED PARTNERSHIP
    (a Delaware Limited Partnership in the Development Stage)

             NOTES TO FINANCIAL STATEMENTS - (Continued)
 

   Overnight repurchase obligations are secured by U.S. Treasury notes.  
Accounts receivable - Westinghouse represents amounts due from Westinghouse 
Electric Corporation ("Westinghouse Electric"), the Partnership's construction 
contractor, for delay liquidated damages due as a result of Westinghouse 
Electric's failure to complete the construction and start-up of the Whitewater 
Project by May 31, 1997.  Accounts receivable - Wisconsin Electric Power 
Company represents amounts due for test energy delivered to Wisconsin Electric 
Power Company ("WEPCO") during start-up of the Whitewater Project.

   The use of funds held by the trustee is restricted to payment of project 
costs, including payment of interest on the First Mortgage Bonds.  Investments 
held by trustee are carried at cost, which approximated market at June 30, 1997
and December 31, 1996.


4.  CONSTRUCTION

   The Partnership has entered into a $118 million turnkey construction 
contract (inclusive of executed change orders) with Westinghouse Electric.  
Westinghouse Electric has committed to complete the construction and start-up 
of the Whitewater Project to specified performance levels by May 31, 1997 and 
is required under the contract to reimburse the Partnership for extension fees 
paid under its power sales contract with WEPCO, and to pay certain liquidated 
damages in the event of a delay.  At June 30, 1997, the construction and 
start-up of the Whitewater Project had not been completed.  The Partnership 
has recorded receivables from Westinghouse Electric for delay liquidated 
damages of $983,764 at June 30, 1997.

   As of June 30, 1997, engineering, procurement and construction was 
estimated to be 99% complete and total costs incurred to date under the 
construction contract were approximately $112,968,000.  The Partnership
currently estimates that construction and start-up of the Whitewater Project 
will be completed on August 18, 1997.  As with any major construction effort, 
construction of the Whitewater Project involves many risks, including
shortages of materials and labor, work stoppages, labor disputes, weather 
interferences, engineering, environmental permitting or geological problems 
and unanticipated cost increases for reasons beyond the control of 
Westinghouse Electric, the occurrence of which could give rise to delays, 
cost overruns or performance deficiencies, or otherwise adversely affect the 
design or operation of the Whitewater Project.


5.  POWER SALES CONTRACT

   The Partnership has entered into a 25 year power sales contract with WEPCO.
The power sales contract is subject to termination if specified construction, 
energy delivery and other milestone deadlines are not met.  The power sales 
contract requires delivery of energy by June, 1997.  The milestone for the 
delivery of energy may be extended on a daily basis for up to 24 months, less 
extensions of other milestones, for a fee of $50,000 per month.  The 
Partnership has extended the milestone for the delivery of energy to August 
18, 1997.

   In accordance with the power sales contract with WEPCO, the Partnership is 
responsible for reimbursing WEPCO for the actual increased costs of capacity 
and energy acquired to replace the capacity and energy which were to be 
provided by the Whitewater Project.  The Partnership's obligation to reimburse
WEPCO for these "Replacement Power" costs began on June 23, 1997 and continues 
until construction and start-up of the Whitewater Project is complete.  The 
Partnership has an obligation for Replacement Power costs if WEPCO's actual 
costs of capacity and energy exceed the amounts which would have been paid to 
the Partnership under the PPA.  For the period from June 23, 1997 through June 
30, 1997, WEPCO has provided an invoice for Replacement Power costs in the 
amount of $174,860.  This amount has been reflected in the Partnership's balance
sheet as of June 30, 1997, and in its statements of cash flows for the periods 
then ended.


                                   F-14
<PAGE>
                      LS Power Funding Corporation
                         LSP-Cottage Grove, L.P.
                   LSP-Whitewater Limited Partnership

                             Exhibits Index


Exhibit No.                Description

3.1.      Certificate of Incorporation of LS Power Funding Corporation.*

3.2.      Bylaws of LS Power Funding Corporation.*

3.3.      Certificated of Limited Partnership of LSP-Cottage Grove, L.P.*

3.4.      Amended and Restated Partnership Agreement dated as of June 30, 
          1995 among LSP-Cottage Grove, Inc., Granite Power Partners, L.P. 
          and TPC Cottage Grove, Inc.*

3.4.1     Amendment #1 to Cottage Grove Partnership Agreement.****

3.5.      Certificate of Limited Partnership of LSP-Whitewater Limited 
          Partnership.*

3.6.      Amended and Restated Partnership Agreement dated as of June 30, 1995
          among LSP-Whitewater I, Inc., Granite Power Partners, L.P. and TPC
          Whitewater, Inc.*

4.1.      Trust Indenture dated as of May 1, 1995 by and among LS Power 
          Funding Corporation and IBJ Schroder Bank & Trust Company, as 
          Trustee, with respect to the Senior Secured Bonds (as supplemented by
          the First Supplemental Indenture dated as of May 1, 1995 by and among
          LS Power Funding Corporation and IBJ Schroder Bank & Trust 
          Company, as Trustee).*

4.2.      Trust Indenture dated as of May 1, 1995 by and among LSP-Cottage 
          Grove, L.P. and IBJ Schroder Bank & Trust Company, as Trustee, with 
          respect to the Cottage Grove First Mortgage Bonds (as supplemented by
          the First Supplemental Indenture dated as of May 1, 1995 by and among
          LSP-Cottage Grove, L.P. and IBJ Schroder Bank & Trust Company, as 
          Trustee).*


                                  EI-1                                  
<PAGE>
Exhibit No.                Description
4.3.      Trust Indenture dated as of May 1, 1995 by and among LSP-Whitewater
          Limited Partnership and IBJ Schroder Bank & Trust Company, as 
          Trustee, with respect to the Whitewater First Mortgage Bonds (as 
          supplemented by the First Supplemental Indenture dated as of May 1, 
          1995 by and among LSP-Whitewater Limited Partnership and IBJ 
          Schroder Bank & Trust Company, as Trustee).*

4.4.      Registration Rights Agreement dated as of June 30, 1995 by and among
          Chase Securities, Inc., Morgan Stanley & Co.  Incorporated, LS Power
          Funding Corporation, LSP-Cottage Grove, L.P. and LSP-Whitewater 
          Limited Partnership.*

4.5.      Form of Senior Secured Bond (included in Exhibit 4.1).*

4.6.      Form of Cottage Grove First Mortgage Bond (included in Exhibit 4.2).*

4.7.      Form of Whitewater First Mortgage Bond (included in Exhibit 4.3).*

LS Power Funding Corporation Agreements

10.20.    Agency Agreement dated May 1, 1995 between LS Power Funding
          Corporation and LSP-Cottage Grove, L.P.*

10.21.    Agency Agreement dated May 1, 1995 between LS Power Funding
          Corporation and LSP-Whitewater Limited Partnership.*

10.22.    Security Agreement (related to Cottage Grove) dated as of May 1, 
          1995 between LS Power Funding Corporation and IBJ Schroder Bank 
          & Trust Company, as Trustee.*

10.23.    Security Agreement (related to Whitewater) dated as of May 1, 1995 
          between LS Power Funding Corporation and IBJ Schroder Bank & 
          Trust Company, as Trustee.*

LSP-Cottage Grove, L.P. Agreements

10.24.    Equity Contribution Agreement dated June 30, 1995 among 
          LSP-Cottage Grove, L.P., TPC Cottage Grove, Inc.  and The Chase 
          Manhattan Bank (National Association), as depositary agent.*


                                  EI-2
<PAGE>
Exhibit No.         Description
10.25.    Collateral Agency and Intercreditor Agreement dated as of May 1, 
          1995 among LSP-Cottage Grove, L.P., the L/C Facility Agent (as
          defined therein), the Working Capital Agent (as defined therein), 
          each Permitted Counterparty under any Interest Rate Protection 
          Agreement (as defined therein), each Additional Permitted Debt Agent 
          (as defined therein), IBJ Schroder Bank & Trust Company, as trustee,
          the Other Representatives (as defined therein) and The Chase 
          Manhattan Bank (National Association), as depositary agent, and as 
          collateral agent.*

10.26.    Deposit and Disbursement Agreement dated as of May 1, 1995 among 
          LSP-Cottage Grove, L.P. and The Chase Manhattan Bank (National 
          Association), as collateral agent, and as depositary agent.*

10.27.    Credit Agreement dated as of May 1, 1995 among LSP-Cottage Grove, 
          L.P., the lenders party thereto and The Chase Manhattan Bank 
          (National Association), as agent.*

10.27.1   Instrument of Assignment, Resignation, Appointment, Acceptance and
          Designation dated as of December 31, 1995 among The Chase 
          Manhattan Bank (National Association), Dresdner Bank AG, New 
          York and Grand Cayman Branches, and LSP-Cottage Grove, L.P.***

10.27.2   Amendment No. 1 to Credit Agreement dated as of December 31, 
          1995 among LSP-Cottage Grove, L.P. and Dresdner Bank AG, New 
          York Branch, as agent.***

10.28.    Assignment and Security Agreement dated as of May 1, 1995 between 
          LSP-Cottage Grove, L.P. and The Chase Manhattan Bank (National 
          Association), as collateral agent.*

10.29.    Pledge Agreement dated as of May 1, 1995 between LSP-Cottage       
          Grove, L.P. and IBJ Schroder Bank & Trust Company, as trustee.*

10.30.    Mortgage, Assignment of Rents, Security
          Agreement and Fixture Filing dated as of May 1, 1995 between
          LSP-Cottage Grove, L.P. and The Chase Manhattan Bank (National 
          Association), as collateral agent, for the benefit of IBJ Schroder
          Bank & Trust Company, as trustee.*



                                  EI-3
<PAGE>
Exhibit No.         Description
10.31.    Mortgage, Assignment of Rents, Security Agreement and Fixture 
          Filing dated as of May 1, 1995 between LSP-Cottage Grove,
          L.P. and The Chase Manhattan Bank (National Association), as
          collateral agent, for the benefit of The Chase Manhattan Bank 
          (National Association), as agent under the Credit Agreement.*

10.32.    Subordinated Mortgage, Assignment of Rents, Security            
          Assignment and Fixture Filing dated as of May 1, 1995 by            
          LSP-Cottage Grove, L.P., as mortgagor, and Northern States            
          Power Company, as mortgagee.*

10.33.    Subordinated Assignment and Security Agreement dated as of      
          May 1, 1995 between LSP-Cottage Grove, L.P. and Northern
          States Power Company.*

10.34.    Power Purchase Agreement dated as of May 9, 1994 between       
          Northern States Power Company and LSP-Cottage Grove, L.P.*

10.35.    Letter Agreement dated December 16, 1994 between Northern      
          States Power Company and LSP-Cottage Grove, L.P.*

10.36.    Letter Agreement dated June 1, 1995 between Northern States      
          Power Company and LSP-Cottage Grove, L.P.*

10.37.    Letter Agreement dated June 8, 1995 between Northern States      
          Power Company and LSP-Cottage Grove, L.P.*

10.38.    Letter Agreement dated June 12, 1995 between Northern States    
          Power Company and LSP-Cottage Grove, L.P.*

10.39.    Assignment dated as of November 23, 1994 between Granite        
          Power Partners, L.P. and LSP-Cottage Grove, L.P.*

10.40.    Second Amended and Restated Turnkey Construction Agreement   
          dated as of April 11, 1995 between Westinghouse Electric
          Corporation and LSP-Cottage Grove, L.P.**

10.41.    Amended and Restated Operation and Maintenance Agreement       
          dated as of April 11, 1995 between Westinghouse Operating
          Services Company, Inc. and LSP-Cottage Grove, L.P.**


                                  EI-4
<PAGE>
Exhibit No.         Description
10.42.    Parts Agreement dated as of April 11, 1995 between Westinghouse 
          Electric Corporation and LSP-Cottage Grove, L.P.**

10.43.    Management Services Agreement dated as of May 1, 1995            
          between LS Power Corporation and LSP-Cottage Grove, L.P.*

10.44.    Second Amended and Restated Steam Supply Agreement dated as   
          of June 19, 1995 between the Minnesota Mining and           
          Manufacturing Company and LSP-Cottage Grove, L.P.*

10.45.    Purchase and Sale Agreement dated September 30, 1994 between  
          the Minnesota Mining and Manufacturing Company and             
          LSP-Cottage Grove, L.P.*

10.46.    Letter Agreement (land and easement) dated September 30, 1994   
          between the Minnesota Mining and Manufacturing Company and    
          LSP-Cottage Grove, L.P.*

10.47.    Letter Agreement (side letter to steam agreement) dated             
          September 30, 1994 between the Minnesota Mining and
          Manufacturing Company and LSP-Cottage Grove, L.P.*

10.48.    Gas Sales Contract dated as of December 22, 1994 between         
          Natural Gas Clearinghouse and LSP-Cottage Grove, L.P.*

10.49.    First Amendment to Gas Sales Contract dated as of April 18,        
          1995 between Natural Gas Clearinghouse and LSP-Cottage             
          Grove, L.P.*

10.50.    Gas Sales Contract dated as of February 16, 1995 among Aquila   
          Energy Marketing Corporation, UtiliCorp United, Inc. and            
          LSP-Cottage Grove, L.P.*

10.51.    First Amendment to Gas Sales Contract dated as of April 26,        
          1995 among Aquila Energy Marketing Corporation, UtiliCorp            
          United, Inc.  and LSP-Cottage Grove, L.P.*

10.52.    Amended and Restated Gas Supply Transportation Agreement        
          dated as of May 8, 1995 between Peoples Natural Gas Company           
          and LSP-Cottage Grove, L.P.*


                                  EI-5
<PAGE>
Exhibit No.         Description
10.53.    Amended and Restated Cottage Grove Letter Agreement dated as   
          of April 10, 1995 between Northern Natural Gas Company,            
          Peoples Natural Gas Company and LSP-Cottage Grove, L.P.*

10.54.    Firm Throughput Service Agreement (Northern Contract #24042)  
          dated April 25, 1995 between Northern Natural Gas Company and  
          LSP-Cottage Grove, L.P.*

10.55.    Interruptible Throughput Service Agreement (Northern Contract #  
          24198) dated April 25, 1995 between Northern Natural Gas           
          Company and LSP-Cottage Grove, L.P.*

10.56.    Interruptible Throughput Service Agreement (Northern Contract 
          #24199) dated April 25, 1995 between Northern Natural Gas      
          Company and LSP-Cottage Grove, L.P.*

10.57.    Firm Deferred Delivery Service Agreement (Northern Contract   
          #23281) dated as of April 25, 1995 between Northern Natural     
          Gas Company and LSP-Cottage Grove, L.P.*

10.58.    Interruptible Deferred Delivery Service Agreement (Northern      
          Contract #24203) dated as of April 25, 1995 between Northern    
          Natural Gas Company and LSP-Cottage Grove, L.P.*

10.59.    Letter Agreement dated as of April 21, 1995 between Northern   
          Natural Gas Company and LSP-Cottage Grove, L.P.*

10.60.    Limited Warranty Deed granted by Minnesota Mining and           
          Manufacturing Company to LSP-Cottage Grove, L.P. dated June
          1, 1995.*

10.61.    Consent and Agreement dated as of May 1, 1995 among Northern 
          States Power Company, LSP-Cottage Grove, L.P. and The Chase 
          Manhattan Bank (National Association), as collateral agent.*

10.62.    Consent and Agreement dated as of May 1, 1995 among            
          Westinghouse Electric Corporation, LSP-Cottage Grove, L.P.
          and The Chase Manhattan Bank (National Association), as            
          collateral agent.*


                                  EI-6
<PAGE>
Exhibit No.         Description
10.63.    Consent and Agreement dated as of May 1, 1995 among             
          Westinghouse Operating Services Company, Inc., LSP-Cottage
          Grove, L.P. and The Chase Manhattan Bank (National            
          Association), as collateral agent.*

10.64.    Consent and Agreement dated as of May 1, 1995 among            
          Minnesota Mining and Manufacturing Company, LSP-Cottage             
          Grove, L.P. and The Chase Manhattan Bank (National            
          Association), as collateral agent.*

10.65.    Consent and Agreement dated as of May 1, 1995 among Natural   
          Gas Clearinghouse, LSP-Cottage Grove,
          L.P. and The Chase Manhattan Bank (National Association), as    
          collateral agent.*

10.66.    Consent and Agreement dated as of May 1, 1995 among Aquila    
          Energy Marketing Corporation, UtiliCorp United, Inc.,            
          LSP-Cottage Grove, L.P. and The Chase Manhattan Bank
          (National Association), as collateral agent.*

10.67.    Consent and Agreement dated as of May 1, 1995 among Northern 
          Natural Gas Company, Peoples Natural Gas Company,            
          LSP-Cottage Grove, L.P. and The Chase Manhattan Bank           
          (National Association), as collateral agent.*

10.68.    Consent and Agreement dated as of May 1, 1995 among Northern 
          Natural Gas Company, LSP-Cottage Grove, L.P. and The Chase  
          Manhattan Bank (National Association), as collateral agent.*

10.69.    Consent and Agreement dated as of May 1, 1995 among Peoples   
          Natural Gas Company, LSP-Cottage Grove, L.P. and The Chase    
          Manhattan Bank (National Association), as collateral agent.*

10.70.    Subordinated Creditor Consent and Agreement dated as of May   
          1, 1995 among LSP-Cottage Grove, L.P., Northern States Power 
          Company and Westinghouse Electric Corporation.*

10.71.    Subordinated Creditor Consent and Agreement dated as of May   
          1, 1995 among LSP-Cottage Grove, L.P., Northern States Power 
          Company and Westinghouse Operating Services Company, Inc.*


                                  EI-7
<PAGE>
Exhibit No.         Description
10.72.    Subordinated Creditor Consent and Agreement dated as of May 1, 
          1995 among LSP-Cottage  Grove, L.P., Northern States Power    
          Company and Aquila Energy Marketing Corporation.*

10.73.    Subordinated Creditor Consent and Agreement dated as of May 1, 
          1995 among LSP-Cottage Grove, L.P., Northern States Power     
          Company and Natural Gas Clearinghouse.*

10.74.    Subordinated Creditor Consent and Agreement dated as of May 1,
          1995 among LSP-Cottage Grove, L.P., Northern States Power
          Company and Northern Natural Gas Company.*

10.75.    Subordinated Creditor Consent and Agreement dated as of May 1,  
          1995 among LSP-Cottage Grove, L.P., Northern States Power 
          Company, Northern Natural Gas Company and Peoples Natural 
          Gas Company.*

10.76.    Subordinated Creditor Consent and Agreement dated as of May 1,
          1995 among LSP-Cottage Grove, L.P., Northern States Power 
          Company and Peoples Natural Gas Company.*

10.77.    Subordinated Creditor Consent and Agreement dated as of May 1,
          1995 among LSP-Cottage Grove, L.P., Northern States Power
          Company and Minnesota Mining and Manufacturing Company.*

10.78.    Grants of Easement by Minnesota Mining and Manufacturing
          Company to LSP-Cottage Grove, L.P., each dated May 30, 1994, 
          for the following: (i) Easterly Utilities, (ii) Westerly Utilities, 
          (iii) New Well, and (iv) Well Lines.*

10.79.    Temporary Construction Easement granted by Minnesota Mining 
          and Manufacturing Company to LSP-Cottage Grove, L.P.*

10.80.    Easements from Soo Line Railroad Company to LSP-Cottage
          Grove, L.P., for Easterly and Westerly Railroad Crossroads, each 
          dated June 27, 1995.*

10.81.    Assignments of Rights and Privileges dated June 12, 1995 by and 
          between Minnesota Mining and Manufacturing Company and
          LSP-Cottage Grove, L.P.*


                                  EI-8
<PAGE>
Exhibit No.         Description
LSP-Whitewater Limited Partnership Agreements

10.82.    Equity Contribution Agreement dated as of May 1, 1995 among
          LSP-Whitewater Limited Partnership, TPC Whitewater, Inc. and
          The Chase Manhattan Bank (National Association), as depositary 
          agent.*

10.83.    Collateral Agency and Intercreditor Agreement dated as of May 1, 
          1995 among LSP-Whitewater Limited Partnership, the L/C 
          Facility Agent (as defined therein), the Working Capital Agent (as
          defined therein), each Permitted Counterparty under any Interest
          Rate Protection Agreement (as defined therein), each Additional
          Permitted Debt Agent (as defined therein), IBJ Schroder Bank & 
          Trust Company, as trustee, the Other Representatives (as defined 
          therein) and The Chase Manhattan Bank (National Association), as 
          depositary agent, and as collateral agent.*

10.84.    Deposit and Disbursement Agreement dated as of May 1, 1995
          among LSP-Whitewater Limited Partnership and The Chase
          Manhattan Bank (National Association), as collateral agent, and as 
          depositary agent.*

10.85.    Credit Agreement dated as of May 1, 1995 among LSP-Whitewater
          Limited Partnership, the lenders party thereto and The Chase
          Manhattan Bank (National Association), as agent.*

10.85.1   Instrument of Assignment, Resignation, Appointment, 
          Acceptance and Designation dated as of December 31, 1995
          among The Chase Manhattan Bank (National Association),
          Dresdner Bank AG, New York and Grand Cayman Branches, 
          and LSP-Whitewater Limited Partnership.***

10.85.2   Amendment No. 1 to Credit Agreement dated as of December     
          31, 1995 among LSP-Whitewater Limited Partnership and
          Dresdner Bank AG, New York Branch, as agent.***

10.86.    Assignment and Security Agreement dated as of May 1, 1995 
          between LSP-Whitewater Limited Partnership and The Chase
          Manhattan Bank (National Association), as collateral agent.*


                                  EI-9
<PAGE>
Exhibit No.         Description
10.87.    Pledge Agreement dated as of May 1, 1995 between
          LSP-Whitewater Limited Partnership and IBJ Schroder Bank & 
          Trust Company, as trustee.*

10.88     Mortgage, Assignment of Rents,Security Agreement and Fixture 
          Filing dated as of May 1, 1995 between LSP-Whitewater Limited 
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent, for the benefit of IBJ Schroder
          Bank & Trust Company, as trustee.*

10.89.    Mortgage, Assignment of Rents, Security Agreement and Fixture
          Filing dated as of May 1, 1995 between LSP-Whitewater Limited 
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent, for the benefit of the Chase
          Manhattan Bank (National Association), as agent under the Credit
          Agreement.*

10.90.    Subordinated Mortgage, Assignment of Rents, Security 
          Assignment and Fixture Filing dated as of May 1, 1995 by
          LSP-Whitewater Limited Partnership, as mortgagor, and 
          Wisconsin Electric Power Company, as mortgagee.*

10.91.    Subordinated Assignment and Security Agreement dated as of May 
          1, 1995 between LSP-Whitewater Limited Partnership and 
          Wisconsin Electric Power Company.*

10.92.    Development Agreement dated as of November 23, 1994 between
          City of Whitewater and LSP-Whitewater Limited Partnership.*

10.93.    Power Purchase Agreement dated as of December 21, 1993 
          between Wisconsin Electric Power Company and LSP-Whitewater 
          Limited Partnership.*

10.94.    Amendment to Power Purchase Agreement dated as of February    
          10, 1994 between Wisconsin Electric Power Company and
          LSP-Whitewater Limited Partnership.*

10.95.    Second Amendment to Power Purchase Agreement dated as of
          October 5, 1994 between Wisconsin Electric Power Company
          and LSP-Whitewater Limited Partnership.*


                                  EI-10
<PAGE>
Exhibit No.         Description
10.96.    Third Amendment to Power Purchase Agreement dated as of May
          5, 1995 between Wisconsin Electric Power Company and
          LSP-Whitewater Limited Partnership.*

10.96.1   Fourth Amendment to Power Purchase Agreement dated as of 
          March 18, 1997 between Wisconsin Electric Power Company
          and LSP-Whitewater Limited Partnership.*****

10.97.    Interconnection Agreement dated as of May 12, 1995 between
          Wisconsin Electric Power Company and LSP-Whitewater
          Limited Partnership.*

10.98.    Intentionally Omitted.

10.99.    Assignment dated as of November 23, 1994 between Granite
          Power Partners, L.P. and LSP-Whitewater Limited
          Partnership.*

10.100    Second Amended and Restated Turnkey Construction Agreement
          dated as of April 11, 1995 between Westinghouse Electric
          Corporation and LSP-Whitewater Limited Partnership.**

10.101.   Amended and Restated Operation and Maintenance Agreement
          dated as of April 11, 1995 between Westinghouse Operating
          Services Company, Inc. and LSP-Whitewater Limited
          Partnership.**

10.102.   Parts Agreement dated as of April 10, 1995 between
          Westinghouse Electric Corporation and LSP-Whitewater Limited
          Partnership.**

10.103.   Management Services Agreement dated as of May 1, 1995
          between LS Power Corporation and LSP-Whitewater Limited
          Partnership.*

10.104.   Steam Supply Agreement dated as of July 25, 1994 between the
          Department of Administration of the State of Wisconsin and
          LSP-Whitewater Limited Partnership.*


                                  EI-11
<PAGE>
Exhibit No.         Description
10.105.   Greenhouse Hot Water Supply Agreement dated as of May 1,
          1995 between Dominion Growers/Whitewater, L.C. and
          LSP-Whitewater Limited Partnership.*

10.106.   Construction Contract dated as of May 1, 1995 between
          Dominion Growers/Whitewater, L.C. and LSP-Whitewater
          Limited Partnership.*

10.106.1  Addendum to Construction Contract dated as of June 6,
          1997 between Dominion Growers/Whitewater, L.C. and
          LSP-Whitewater Limited Partnership.

10.107.   Deed of Lease dated as of May 1, 1995 between Dominion
          Growers/Whitewater, L.C. and LSP-Whitewater Limited 
          Partnership.*

10.107.1  Settlement Agreement dated as of May 27, 1997 between
          Dominion Growers/Whitewater, L.C. and LSP-Whitewater
          Limited Partnership.

10.107.2  Greenhouse Operational Services Agreement dated as of
          May 27, 1997 between FloriCulture, Inc. And LSP-
          Whitewater Limited Partnership.

10.108.   Letter Agreement dated May 12, 1995 between Dominion 
          Growers, Inc.  and LSP-Whitewater Limited Partnership.*

10.109.   Gas Sales Contract dated as of December 22, 1994 between
          Natural Gas Clearinghouse and LSP-Whitewater Limited
          Partnership.*

10.110.   First Amendment to Gas Sales Contract dated as of April 18,
          1995 between Natural Gas Clearinghouse and LSP-Whitewater
          Limited Partnership.*

10.111.   Gas Sales Contract dated as of February 16, 1995 among Aquila 
          Energy Marketing Corporation, UtiliCorp United, Inc. and
          LSP-Whitewater Limited Partnership.*


                                  EI-12   
<PAGE>
Exhibit No.         Description
10.112.   First Amendment to Gas Sales Contract dated as of April 26,
          1995 among Aquila Energy Marketing Corporation, UtiliCorp
          United, Inc.  and LSP-Whitewater Limited Partnership.*

10.113.   Letter Agreement dated April 21, 1995 between Northern 
          Natural Gas Company and LSP-Whitewater Limited
          Partnership.*

10.114.   Amended and Restated Letter Agreement dated as of April 10, 
          1995 between Northern Natural Gas Company and
          LSP-Whitewater Limited Partnership.*

10.115.   Gas Transportation Agreement dated March 9, 1995 between
          Wisconsin Natural Gas Company and LSP-Whitewater Limited 
          Partnership.*

10.116.   Capacity Release and Gas Sales Agreement dated as of April 27,
          1995 between Wisconsin Power and Light Company and
          LSP-Whitewater Limited Partnership.*

10.117.   First Amendment to Capacity Release and Gas Sales Agreement
          dated as of June 2, 1995 between Wisconsin Power and Light
          Company and LSP-Whitewater Limited Partnership.*

10.118.   Firm Throughput Service Agreement (Northern Contract 
          #23479) dated April 25, 1995 between Northern Natural Gas 
          Company and LSP-Whitewater Limited Partnership.*

10.119.   Interruptible Throughput Service Agreement (Northern Contract 
          #24200) dated April 25, 1995 between Northern Natural Gas 
          Company and LSP-Whitewater Limited Partnership.*

10.120.   Interruptible Throughput Service Agreement (Northern Contract
          #24201) dated April 25, 1995 between Northern Natural Gas
          Company and LSP-Whitewater Limited Partnership.*

10.121.   Firm Deferred Delivery Service Agreement (Northern Contract
          #23282) dated as of April 25, 1995 between Northern Natural 
          Gas Company and LSP-Whitewater Limited Partnership.*


                                  EI-13
<PAGE>
Exhibit No.         Description
10.122.   Interruptible Deferred Delivery Service Agreement (Northern
          Contract #24202) dated as of April 25, 1995 between Northern 
          Natural Gas Company and LSP-Whitewater Limited
          Partnership.*

10.123.   Consent and Agreement dated as of May 1, 1995 between City 
          of Whitewater, LSP-Whitewater Limited Partnership and The
          Chase Manhattan Bank (National Association), as collateral
          agent.*

10.124.   Consent and Agreement dated as of May 1, 1995 among 
          Wisconsin Electric Power Company, LSP-Whitewater Limited
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.125.   Consent and Agreement dated as of May 1, 1995 among
          Westinghouse Electric Corporation, LSP-Whitewater Limited
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.126.   Consent and Agreement dated as of May 1, 1995 among
          Westinghouse Operating Services Company, Inc.,
          LSP-Whitewater Limited Partnership and The Chase Manhattan
          Bank (National Association), as collateral agent.*

10.127.   Consent and Agreement dated as of May 1, 1995 among State of
          Wisconsin, acting through  the Department of Administration,
          LSP-Whitewater Limited Partnership and The Chase Manhattan
          Bank (National Association), as collateral agent.*

10.128.   Consent and Agreement dated as of May 1, 1995 between
          Dominion Growers/Whitewater, L.C., LSP-Whitewater Limited 
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.129.   Consent and Agreement dated as of May 1, 1995 among Natural
          Gas Clearinghouse, LSP-Whitewater Limited Partnership and 
          The Chase Manhattan Bank (National Association), as collateral
          agent.*


                                  EI-14
<PAGE>
Exhibit No.         Description
10.130.   Consent and Agreement dated as of May 1, 1995 among Aquila 
          Energy Marketing Corporation, UtiliCorp United, Inc.,
          LSP-Whitewater  Limited Partnership and The Chase Manhattan 
          Bank (National Association), as collateral agent.*

10.131.   Consent and Agreement dated as of May 1, 1995 among
          Wisconsin Natural Gas Company, LSP-Whitewater Limited
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.132.   Consent and Agreement dated as of May 1, 1995 among 
          Northern Natural Gas Company, LSP-Whitewater Limited
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.133.   Subordinated Creditor Consent and Agreement dated as of May 
          1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin 
          Electric Power Company and Westinghouse Electric
          Corporation.*

10.134.   Subordinated Creditor Consent and Agreement dated as of May 
          1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin 
          Electric Power Company and Westinghouse Operating Services
          Company, Inc.*

10.135.   Subordinated Creditor Consent and Agreement dated as of May
          1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin 
          Electric Power Company and Aquila Energy Marketing
          Corporation.*

10.136.   Subordinated Creditor Consent and Agreement dated as of May 
          1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin
          Electric Power Company and Natural Gas Clearinghouse.*

10.137.   Subordinated Creditor Consent and Agreement dated as of May 
          1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin 
          Electric Power Company and Northern Natural Gas Company.*


                                  EI-15
<PAGE>
Exhibit No.         Description
10.138.   Easement dated May 11, 1995 granted by the University of
          Wisconsin-Whitewater to LSP-Whitewater Limited Partnership.*

10.139.   Easement dated March 22, 1995grantedby the City of
          Whitewater to LSP-Whitewater Limited Partnership.*

10.140.   Easement dated March 22, 1995 granted by the City of
          Whitewater to LSP-Whitewater Limited Partnership.*

10.141.   Easement dated March 22, 1995 granted by the City of
          Whitewater to LSP-Whitewater Limited Partnership.*

10.142.   Easement dated March 22, 1995 granted by the City of
          Whitewater to LSP-Whitewater Limited Partnership.*

10.143.   Easement dated June 2, 1995 granted by Joe C. Pattermann and
          June M. Pattermann to LSP-Whitewater Limited Partnership.*

10.144.   Easement dated September 10, 1994 granted by Joe C.
          Pattermann and June M. Pattermann to LSP-Whitewater 
          Limited Partnership.*

10.145.   Easement dated May 25, 1995 granted by John P. Hill and
          Rosalee K. Hill to LSP-Whitewater Limited Partnership.*

10.146.   Easement dated June 1, 1994 granted by Mark D. Hoffmann to
          LSP-Whitewater Limited Partnership.*

10.147.   Easement dated May 31, 1995 granted by Daniel L.
          Schwertfeger and Jeanne M. Schwertfeger to LSP-Whitewater
          Limited Partnership.*

10.148.   Easement dated June 2, 1995 granted by Jerry C. Kollwelter and
          Donna L. Kollwelter to LSP-Whitewater Limited Partnership.*

10.149    Easement dated June 1, 1995 granted by Lowell C. Hagen and
          Thu T. Hagen to LSP-Whitewater Limited Partnership.*

10.150.   Easement dated June 1, 1995 granted by Dean A. Cox and
          Maybell Cox to LSP-Whitewater Limited Partnership.*


                                  EI-16
<PAGE>
Exhibit No.         Description
10.151.   Easement dated June 5, 1995 granted by John's Disposal 
          Service, Inc. to LSP-Whitewater Limited Partnership.*

10.152.   Easement dated June 12, 1995 granted by Greg Lurvey and Mark
          Lurvey to LSP-Whitewater Limited Partnership.*

10.153.   Easement dated October 24, 1994 granted by Perry Moyer and
          Dorothy Moyer to LSP-Whitewater Limited Partnership.*

10.154.   Easement dated October 24, 1994 granted by Perry Moyer and
          Dorothy Moyer to LSP-Whitewater Limited Partnership.*

10.155.   Easement dated May 30, 1995 granted by Perry Moyer and
          Dorothy Moyer to LSP-Whitewater Limited Partnership.*

10.156.   Easement dated May 30, 1995 granted by Perry Moyer and
          Dorothy Moyer to LSP-Whitewater Limited Partnership.*

10.157.   Easement dated June 5, 1995 granted by Robert J. Wagner to
          LSP-Whitewater Limited Partnership.*

10.158.   Easement dated June 5, 1995 granted by Robert J. Wagner to
          LSP-Whitewater Limited Partnership.*

Granite Power Partners, L.P. Agreements

10.159.   Pledge Agreement dated as of May 1, 1995 between Granite
          Power Partners, L.P. and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.160.   Pledge Agreement dated as of May 1, 1995 between Granite
          Power Partners, L.P. and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.161.   Assignment dated as of November 23, 1994 between Granite
          Power Partners, L.P. and LSP-Cottage Grove, L.P.*

10.162.   Assignment dated as of November 23, 1994 between Granite
          Power Partners L.P. and LSP-Whitewater Limited Partnership.*


                                  EI-17
<PAGE>
Exhibit No.         Description
10.163.   Acknowledgment and Consent dated June 30, 1995 among
          Wisconsin Electric Power Company, LSP-Whitewater I, Inc.,
          Granite Power Partners, L.P. and TPC Whitewater, Inc.*

10.164.   Amendment to Participation Agreement dated as of June 29,
          1995 between Tomen Power Corporation and Granite Power
          Partners, L.P.*

LSP-Cottage Grove, Inc. Agreements

10.165.   Security Agreement dated as of May 1, 1995 between
          LSP-Cottage Grove, Inc.  and The Chase Manhattan Bank
          (National Association), as collateral agent.*

10.166.   Management Services Agreement dated as of May 1, 1995  
          between LS Power Corporation and LSP-Cottage Grove, Inc.*

LSP-Whitewater I, Inc.  Agreements

10.167.   Security Agreement dated as of May 1, 1995 between
          LSP-Whitewater I, Inc. and The Chase Manhattan Bank 
          (National Association), as collateral agent.*

10.168.   Management Services Agreement dated as of May 1, 1995
          between LS Power Corporation and LSP-Whitewater I, Inc.*

10.169.   Acknowledgment and Consent dated June 30, 1995 among
          Wisconsin Electric Power Company, LSP-Whitewater I, Inc.,
          Granite Power Partners, L.P. and TPC Whitewater, Inc.*

LS Power Corporation Agreements

10.170.   Amended and Restated Limited Partnership Agreement of
          Granite Power Partners, L.P. dated January 16, 1992 among 
          LS Power Corporation, Chase Manhattan Capital Corporation
          and Joseph Cogen.*

10.171.   First Amendment to Amended and Restated Limited Partnership
          Agreement of Granite Power Partners, L.P. dated December 30,
          1993 among LS Power Corporation, Chase Manhattan Capital
          Corporation and Joseph Cogen.*


                                  EI-18<PAGE>
_____________________

*         Incorporated herein by reference from the Registration 
          Statement on Form S-4, File No. 33-95928 filed with the
          Securities and Exchange Commission by LS Power Funding
          Corporation, LSP-Cottage Grove, L.P. and LSP-Whitewater
          Limited Partnership (collectively, the "Registrants") on August   
          16, 1995, as amended.
**        In addition to the note for "*" above, confidential treatment has
          been granted for certain portions of the noted document.
***       Incorporated herein by reference from the Annual Report on
          Form 10-K for the fiscal year ended December 31, 1995, File
          No. 33-95928 filed with the Securities and Exchange Commission
          by the Registrants.
****      Incorporated herein by reference from the Quarterly Report on
          Form 10-Q for the quarterly period ended June 30, 1996, File
          No. 33-95928 filed with the Securities and Exchange Commission
          by the Registrants.
*****     Incorporated herein by reference from the Quarterly Report on
          Form 10-Q for the quarterly period ended March 31, 1997, File
          No. 33-95928 filed with the Securities and Exchange Commission
          by the Registrants.


                                  EI-19
<PAGE>
Exhibit 10.106.1                                       

           ADDENDUM TO CONSTRUCTION CONTRACT

     THIS ADDENDUM TO CONSTRUCTION CONTRACT, made and
entered into this 6th day of June, 1997, by and between LSP-WHITEWATER
LIMITED PARTNERSHIP, a Delaware Limited Partnership, (hereinafter referred
to as "Owner"), and DOMINION GROWERS/WHITEWATER, L.C., a Virginia
Limited Liability Company, (hereinafter referred to as "Contractor"),

     WHEREAS, Owner and Contractor entered into a certain Construction
Contract dated May 1, 1995 (hereinafter referred to as the "Agreement"); and
     WHEREAS, the parties wish to amend the provisions of the Agreement as
set forth herein;
     NOW, THEREFORE, WITNESSETH:
     That for and in consideration of the sum of Ten Dollars ($10.00), cash in
hand paid and other good and valuable consideration, hereby acknowledged by
the parties to be sufficient at law, the parties hereto agree as follows 
(capitalized terms used herein but not defined shall have the meanings set 
forth in the Agreement):
1.   That notwithstanding the provisions of the Agreement (including, but not
limited to, (a)  the definition of the "Contractor's Fee" set forth in Section 
1.1 of Article I; and (b) the Contract Price and the Payment Schedule set forth
in Paragraphs 4.1 and 4.2 of Article IV, and Changes set out in Article 5), the
parties agree as follows:

     1.   That the sole fees due and payable to Contractor under
           the terms of the Agreement, as a Contractor's Fee or
           otherwise, shall be as follows:
               1.  Working Capital Payment
                   (paid on or about May 1, 1995)           $100,000.00;

                   Final Payment
                   (due following Substantial
                    Completion in accordance with
                    Section 4.2.3 of the Agreement)         $254,000.00;

                   Consulting Fee for installation
                    Of Owner supplied equipment
                    (due in accordance with Section 4
                    hereof on or about September 1, 1997)    $25,000.00
                   Total Payments:                          $379.000.00.


<PAGE>
          Owner shall also reimburse Contractor pursuant to Section 4.2 of
the Agreement, for the actual costs incurred by Contractor to complete the
Greenhouse Facility in accordance with the Agreement (as modified hereby),
including without limitation, the costs of labor, materials, services and 
consultant fees up to, including reimbursements made to date, $3,760,000.00 
(the "Allowable Cost").  Contractor shall be solely responsible for all 
completion costs, which, when added to the costs reimbursed to date (such sum, 
the "Aggregate Completion Cost"), exceed the Allowable Cost; provided however,
that, if the Aggregate Completion Cost is less than the Allowable Cost, then
Contractor shall receive an additional Contractor's Fee equal to the difference
between such amounts.  The payment terms of any such Contractor's Fee shall be
governed by Section 4.2.3 of the Agreement.
     2.   CLARIFICATIONS TO SCOPE: The parties hereto agree that the 
Contractor shall include within the scope of construction an acceptable 
back-flow prevention device for the protection of the potable water system and 
dust isolation construction in the soil mixing area of the barn.  The parties 
further agree that the scope of the Contract shall not include top soil 
replacement and seeding of the site, the costs involved in the paving of the 
driveway, or any further grading, ditching, piping and/or landscaping on the 
site.  The parties agree that the equipment to be obtained by Contractor within
the scope of the agreement shall be limited to the equipment actually purchased
as of the date of this Agreement and that the square foot dimensions of the 
Greenhouse and the Office/Production and Shipping Barns shall be the as-built 
dimensions.
     3.   HEATING SYSTEM RETENTION:  The parties acknowledge and agree
that the sum of Seventeen Thousand and 00/100 Dollars ($17,000.00) has been
included on the Punch List in respect of the current heating system and that 
such amount shall be applied in accordance with this Section 3.  In the event 
that the current heating system is not capable of maintaining 70 degrees 
Fahrenheit (70 F.) ambient temperature in the growing areas in all actual 
weather conditions, from October 1, 1997 through March 31, 1998 (Heating 
System Requirements), due to lack of capacity within the heating system, then 
said $17,000.00 shall be applied to the costs incurred by the Contractor to 
correct the heating system to meet the Heating System Requirements.  
Application of funds from the $17,000.00 escrow shall be Owner's sole remedy 
against Contractor for any deficiency in the engineering and/or construction 
of the heating system.
     If the current heating system meets the Heating System Requirements
through March 31, 1998, then the $17,000.00 shall be paid to Contractor on or
before April 10, 1998.  If corrections are required, payment of any funds
remaining in the escrow after payment of costs to repair and/or upgrade the
heating system shall be paid to the Contractor within ten (10) days of 
completion and acceptance by Owner of necessary repairs and/or upgrades.


<PAGE>
    If any deficiency in the Heating System Requirements is noted, Contractor
shall be notified, in writing, within forty-eight (48) hours, and Contractor 
shall be given the opportunity to evaluate the heating system at that time to 
determine compliance with Heating System Requirements and to determine what 
repairs and/or upgrades may be required.  Contractor shall have forty (40) 
days from the date of Owner's notification to complete any necessary repairs 
and/or upgrades.  After such time, if, in Owner's opinion, Contractor has 
failed to properly complete such repairs and/or upgrades, Owner shall be free 
to retain another firm to complete such work and shall be entitled to apply all
costs associated therewith against the $17,000.00 in escrow.
     4.   RETAINER AGREEMENT:  The Twenty-Five Thousand and 00/100 Dollar 
($25,000.00) Consulting Fee referred to in Section 1 hereof of the Contractor's
Fee shall be retained by Owner in a retainer account (Retainer Account) and 
shall be applied to cover Contractor's costs in assisting Owner in the layout 
and installation of soil mixing and production line equipment.  Contractor may 
bill Owner for Contractor's actual out-of-pocket costs for transportation,
meals, lodging and a per-diem fee of Four Hundred and 00/100 Dollars ($400.00)
per day for each day Contractor is present on the site assisting in the 
installation to be paid from the Retainer Account; provided, however, in no 
case shall the Contractor's fees incurred exceed the amount of the Retainer 
Account.  The balance of the Retainer Account shall be paid to Contractor at 
the earlier of:  (a) when all soil mixing and production line equipment is 
installed and operating to the satisfaction of the operating company,  or  
(b)  September 30, 1997.
     5.   Except as specifically modified herein, the Agreement shall remain
in full force and effect and unaltered by the terms of this Addendum.
     WITNESS the following signatures and seals, this  6th day of June, 1997.
     EXECUTED IN DUPLICATE, EACH DEEMED TO BE AN ORIGINAL.

                          LSP-WHITEWATER LIMITED PARTNERSHIP
                           a Delaware Limited Partnership
                          By:  LSP-WHITEWATER I, INC.,
                               its General Partner


                          By:  /s/ Michael Liebelson         
                               MICHAEL LIEBELSON
                          TITLE:  MANAGING DIRECTOR


     <PAGE>
                    DOMINION GROWERS/WHITEWATER, L.C.,
                           a Virginia Limited Liability Company
                          By:  DOMINION GROWERS, INC.,
                               a Virginia Stock Corporation,
                          Managing Principal


                          By: /s/ Johannes C. Van Wingerden     
                              JOHANNES C. VAN WINGERDEN, PRESIDENT



<PAGE>
Exhibit 10.107.1
                  SETTLEMENT AGREEMENT


     THIS SETTLEMENT AGREEMENT, made and entered into this 27th
day of May, 1997, by and between LSP-WHITEWATER LIMITED PARTNERSHIP, a 
Delaware Limited Partnership, (hereinafter referred to as "LSP"), and 
DOMINION GROWERS/WHITEWATER, L.C., a Virginia Limited Liability Company, 
(hereinafter referred to as "Dominion");

     WHEREAS, LSP and Dominion entered into a certain Deed of Lease
dated May 1, 1995, (hereinafter referred to as the "Lease") and a certain
Greenhouse Hot Water Supply Agreement dated May 1, 1995, (hereinafter
referred to as the "Hot Water Agreement"); and

     WHEREAS, the parties wish to terminate the Lease and the Hot Water
Agreement;

     NOW, THEREFORE, WITNESSETH:

     That for and in consideration of the sum of Ten Dollars ($10.00), cash in
hand paid and other good and valuable consideration, hereby acknowledged by
the parties to be sufficient at law, the parties hereto agree as follows:

     1.   TERMINATION OF LEASE AGREEMENT:  The parties hereto
agree that effective the date of this Settlement Agreement, the Lease Agreement
shall be null and void and of no further force and effect.  Each party agrees 
that there are no outstanding obligations from LSP to Dominion or from Dominion
to LSP arising out of the Lease Agreement on the date of this termination.
     2.   TERMINATION OF HOT WATER AGREEMENT:  The parties hereto agree that 
the Hot Water Agreement shall terminate upon the date of this Settlement 
Agreement and shall be null and void and of no further force and effect.  The 
parties hereto further agree that there are no outstanding obligations from 
LSP to Dominion or from Dominion to LSP arising out of the Hot Water Agreement 
as of the date of this termination.
     3.   ENTIRE AGREEMENT:  AMENDMENTS
          This Settlement Agreement together with any and all documents
executed and delivered by LSP and/or Dominion in connection with the execution
and delivery of this Settlement Agreement, set forth the entire understanding 
and agreement of LSP and Dominion solely with respect to the Lease and the Hot
Water Agreement and all courses of dealing, usage of trade and all prior
representations, promises, understandings and agreements solely with respect to
the Lease and the Hot Water Agreement, whether oral or written, or superseded 
by and merged into this Settlement Agreement.  No modification or amendment of 


<PAGE>
this Settlement Agreement shall be binding upon LSP or Dominion, or either,
unless in writing and fully executed.
     IN WITNESS WHEREOF, LSP and Dominion have executed this Settlement 
Agreement, have affixed their seals hereunto and have delivered the same, as 
of the day, month and year first above written.
     EXECUTED IN DUPLICATE, EACH DEEMED TO BE AN ORIGINAL,
                    LSP-WHITEWATER LIMITED PARTNERSHIP,
                      a Delaware Limited Partnership
                    By:  LSP-WHITEWATER I, INC., 
                         its General Partner


                    By:  /s/ Michael Liebelson    
                         MICHAEL LIEBELSON
                         TITLE:  Managing Director

                    DOMINION GROWERS/WHITEWATER, L.C., 
                      a Virginia Limited Liability Company
                    By:  DOMINION GROWERS, INC.,
                         a Virginia Stock Corporation,
                         Managing Principal


                    By:  /s/ Johannes C. Van Wingerden    
                    JOHANNES C. VAN WINGERDEN, PRESIDENT

<PAGE>
Exhibit 10.107.2


                         GREENHOUSE
     
               OPERATIONAL SERVICES AGREEMENT
     
     
                       by and between
     
     
              LSP-WHITEWATER LIMITED PARTNERSHIP,
                             as Owner
     
                             and
     
     
                      FLORICULTURE, INC.,
                           as Operator
     
     
                       Dated as of May 27, 1997


<PAGE>
       GREENHOUSE OPERATION AND MAINTENANCE AGREEMENT
     
          
               GREENHOUSE OPERATIONAL SERVICES AGREEMENT
     dated as of May 27, 1997 (the "Effective Date"), by and
     between LSP-Whitewater Limited Partnership, a Delaware
     limited partnership ("Owner"), and FloriCulture, Inc.,
     a Delaware corporation ("Operator").
     
                          RECITALS:
     
               WHEREAS, Owner owns a greenhouse facility in
     Jefferson County, Wisconsin (as further described in
     Article I, the "Facility");
     
               WHEREAS, Owner also owns and operates a
     natural gas-fired 250 megawatt cogeneration plant near
     the Facility in Whitewater, Wisconsin (the "Plant"),
     which Plant produces hot water useful to the operation
     of the Facility; and
     
               WHEREAS, Owner desires to engage Operator to
     operate, maintain and manage the Facility and to
     produce,  market and sell horticultural products (the
     "Business") on behalf of Owner, in accordance with the
     terms and conditions set forth herein.
     
               NOW, THEREFORE, in consideration of the
     mutual covenants and promises set forth herein,
     
                        IT IS AGREED:
     
                          ARTICLE I
     
                         Definitions
     
          "Affiliate" means, in relation to any Person, any
     Person which directly or indirectly controls, or is
     under common control with, or is controlled by such
     other Person.
<PAGE>
         "Agreement" means this Greenhouse Operation and
     Maintenance Agreement (including all exhibits and
     schedules attached hereto), as it may be amended,
     supplemented, or otherwise modified from time to time.
     
          "Business" shall have the meaning set forth in the
     recitals hereto.
     
          "Cold Water" means water returned to Owner at the
     Cold Water Delivery Point having a temperature which
     may be less than 130 F and of the same quality as the
     Hot Water taken.
     
          "Cold Water Delivery Point" means the point at
     which the Plant's Cold Water return pipe connects to
     the Hot Water Storage Tank.
     
          "Construction Contract" means the Construction
     Contract for the Facility dated as of May 1, 1995 by
     and between Owner and Contractor.
     
          "Contractor" means Dominion Growers/Whitewater,
     L.C., a Virginia limited liability company.
     
          "day" shall mean a calendar day unless otherwise
     specified.  
     
          "Early Termination" shall have the meaning set
     forth in Section 8.1.
     
          "Effective Date" shall have the meaning set forth
     in the introduction hereto.
     
          "Emergency" means any event or condition relating
     to or affecting the Facility which may result in injury
     to persons or damage to property.
     
          "Event of Default" shall have the meaning set
     forth in Section 9.1.

<PAGE>
         "Facility" means the greenhouse facility in
     Jefferson County, Wisconsin owned by Owner, including
     the Hot Water System.   
     
          "Facility Manager" means the individual designated
     by Operator and approved by Owner pursuant to Section
     2.11 to direct and manage the Work and to act on behalf
     of Operator as the primary point of contact with Owner.
     
          "Facility Permits" means any permit, license,
     exception, action, order, authorization, assent,
     consent or approval for the Facility and any
     amendments, modifications, supplements or additions
     thereto.
     
          "Financing Documents" means the indentures,
     promissory notes, loan agreements, guarantees,
     assignments, security agreements, mortgages and other
     agreements between Owner and any Project Lender for the
     development, construction and/or permanent financing or
     refinancing of the Plant, and any documents relating
     thereto, as the same may be amended, supplemented, or
     otherwise modified from time to time.
     
          "Force Majeure" shall have the meaning as set
     forth in Section 12.1.
     
          "Governmental Authority" means the United States
     of America, the State of Wisconsin, or any local or
     special district agency, department, authority,
     political subdivision, court, judicial or
     administrative authority or instrumentality of either.
     
          "Hot Water" means water heated from steam generat-
     ed by the Plant and delivered to the Facility at the
     Hot Water Delivery Point at a temperature of 180 F to
     210 F.
     
          "Hot Water Delivery Point" means the point of mea-
     surement of the Hot Water supply to the Hot Water Stor-
     age Tank.
     

<PAGE>
         "Hot Water Storage Tank" means the Hot Water
     storage tank located adjacent to the Facility.
     
          "Hot Water System" means the Hot Water Storage
     Tank and the Hot Water and Cold Water piping running
     between the Facility and the Hot Water Storage Tank. 
     
          "Initial Operating Budget" means the proposed
     Operating Budget for the Facility submitted by Operator
     to Owner within thirty (30) days of the Effective Date,
     as thereafter approved by Owner.
     
          "Initial Operating Plan" means the proposed Oper-
     ating Plan for the Facility submitted by Operator to
     Owner within thirty (30) days of the Effective Date, as
     thereafter approved by Owner.     
     
          "Initial Services" shall have the meaning set
     forth in Section 2.2.
          
          "Law(s)" means any constitution, charter, act,
     statute, law, ordinance, code, rule, regulation, order,
     permit, condition, specified standards or criteria con-
     tained in any applicable permit, approval, order, deci-
     sion, determination or ruling of any Governmental
     Authority having jurisdiction, all as in effect from
     time to time.
     
          "Management Fee" means the amount payable by Owner
     to Operator as provided in Section 5.3.
     
          "Management Services" shall have the meaning set
     forth in Section 2.4.
     
          "Materials" means all raw and other materials,
     supplies, spare parts, tools, consumables, chemicals
     and equipment necessary for the operation of the
     Business and maintenance of the Facility.
     
<PAGE>
         "Operating Account" means the account established
     by Operator and funded by Owner pursuant to Section
     5.2(b) for the payment of Reimbursable Costs.
     
          "Operating Budget" shall have the meaning set
     forth in Section 2.7.
     
          "Operating Plan" shall have the meaning as set
     forth in Section 2.8.
     
          "Operation and Maintenance Manuals" means the
     operating manuals and instructions for the Facility
     provided by Contractor pursuant to the Construction
     Contract and  any other operating instructions,
     specifications or materials with respect to the Facili-
     ty provided to Operator by Owner or any other vendors,
     suppliers, contractors or manufacturers.
     
          "Operational Services" shall have the meaning set
     forth in Section 2.3.
     
          "Operator" shall have the meaning set forth in the
     introduction hereto.
     
          "Owner" shall have the meaning set forth in the
     introduction hereto.
     
          "Party" means Owner or Operator and in the plural,
     both Owner and Operator together.
     
          "Person" shall mean an individual, partnership,
     corporation, business trust, joint stock company,
     trust, unincorporated association, joint venture,
     Governmental Authority or other entity of whatever
     nature.
     
          "Personnel" means the personnel employed by the
     Operator and assigned to the Site to operate and
     maintain the Facility and generally to perform the
     Work.
     

<PAGE>
         "Plant" shall have the meaning set forth in the
     recitals hereto.
     
          "Profit" shall have the meaning set forth in
     Section 5.3.
     
          "Project Lender" means any bank, financial
     institution or other Person providing development,
     construction or permanent financing or refinancing for
     the Plant.
     
          "Prudent Operating Practice" means those
     practices, methods, specifications and standards of
     safety and performance, as the same may change from
     time to time, as are commonly used by experienced,
     knowledgeable and professional firms performing
     operation and maintenance services on facilities of the
     type and size similar to the Facility, which in the
     exercise of reasonable judgement and in the light of
     the facts known at the time decisions are made, are
     considered good, safe and prudent practice in
     connection with the operation and maintenance of green-
     house facilities and other related equipment, facil-
     ities and improvements, with commensurate standards of
     safety, performance, dependability, efficiency and
     economy.
     
          "Reimbursable Costs" shall have the meaning set
     forth in Section 5.2.
     
          "Revenue Account" means the account designated by
     Owner in writing following the Effective Date for the
     deposit of operating revenues of the Facility.
     
          "Site" means the site where the Facility is
     located in Jefferson County, Wisconsin.
     
          "Site Procedures" shall have the meaning set forth
     in Section 2.6.
     
<PAGE>
         "Standards of Performance" means the standards for
     Operator's performance of the Work as set forth in Sec-
     tion 2.5.
     
          "Utility" means Wisconsin Electric Power Company,
     a Wisconsin corporation.
     
          "Work" shall mean collectively, the Initial
     Services, the Operational Services, the Management
     Services and all other obligations of Operator
     hereunder.
     
          "Year" shall mean a calendar year.
     
     
     
                         ARTICLE II
     
                  Operator Responsibilities
     
               Section 2.1- Independent Contractor.  In per-
     forming the Work, Operator is and shall remain an inde-
     pendent contractor.  Nothing contained in this Agree-
     ment shall be construed as creating a joint venture or
     partnership relationship between Operator and Owner.
     
               Section 2.2- Initial Services.  
     
               Operator shall prepare and deliver to Owner
     the following items within thirty (30) days after the
     Effective Date (the "Initial Services"), each of which
     shall be subject to the timely review, comment and ap-
     proval of Owner:
     
               (a) the Site Procedures, in accordance with
     Section 2.6;
     
               (b) the Initial Operating Budget, in
     accordance with Section 2.7; and 
     

<PAGE>
              (c) the Initial Operating Plan, in accordance
     with Section 2.8.
     
               Section 2.3- Operational Services.
     
               On and after the Effective Date, Operator
     shall perform the following (the "Operational
     Services"):
     
               (a) subject to the limitation set forth in
     Section 4.1(c), conduct necessary and appropriate com-
     mercial operations in accordance with the Operating
     Budget and Operating Plan to produce, market and sell
     horticultural products;
     
               (b) operate and maintain the Facility such
     that it takes Hot Water from the Plant in amounts
     consistent with the design capability of the Hot Water
     System;
     
               (c) identify, purchase, receive, inspect and
     inventory all Materials;
     
               (d) maintain an inventory of Materials ade-
     quate to support the continuous and successful opera-
     tion of the Business and the Facility;
     
               (e) provide the Operating Budget and the
     Operating Plan in accordance with Sections 2.7 and 2.8;
     
               (f) coordinate and communicate with the
     Owner's representative assigned to the Facility as
     necessary for the administration of this Agreement and
     the performance of Operator's obligations hereunder;
     
               (g) provide periodic technical and admin-
     istrative reports, in accordance with Section 2.10;
     
               (h) maintain, update as necessary, and comply
     with the Site Procedures, in accordance with Section
     2.6; and
     

<PAGE>
              (i) respond in a timely manner (but in no
     event shall the time to make such a response exceed
     five (5) days) to written requests by Owner for
     information about the Work. 
     
               Section 2.4- Management Services.
     
               On and after the Effective Date, Operator
     shall perform the following management tasks for Owner
     in connection with the business of the Facility (the
     "Management Services"):
     
               (a) maintain accurate books and records in
     accordance with Section 2.14;
     
               (b) pay all taxes and prepare and file all
     necessary tax returns in accordance with Section 2.13;
     
               (c) prepare and submit all filings of any
     nature which are required to be made under any laws,
     regulations, ordinances or otherwise applicable to the
     Facility and the Business.
     
               (d) assist Owner in the maintenance of the
     Facility Permits and procurement of any revisions,
     waivers, or additional permits necessary or desirable
     for the operation of the Facility as contemplated
     hereunder; and
     
               (e) do any and all other activities as di-
     rected in writing by Owner.
     
               Section 2.5- Standards of Performance.
     
               Operator shall perform all Work in a careful,
     professional, prudent and efficient manner in accor-
     dance with the following requirements (collectively,
     "Standards of Performance"):
     
               (a) Prudent Operating Practice;
     
<PAGE>
              (b) the Operation and Mainte-
          nance Manuals;
     
               (c) the Site Procedures;
     
               (d) all applicable Laws and Facility Permits;
     
               (e) the requirements of all
               documents pertaining to insurance
               maintained by Owner for the protec-
               tion of the Facility pursuant to
               Article VI; 
     
               (f) any and all warranties and
               guaranties received from Contractor
               or any other manufacturer or vendor
               of Materials; and
     
               (g) consistent with Owner's objective to
     maximize its net profits from the operation of the
     Facility.
     
               Section 2.6- Site Procedures.  Operator shall
     prepare on-Site rules, regulations and procedures
     ("Site Procedures") to which it shall adhere in the
     performance of its obligations pursuant to this
     Agreement.  Operator shall submit such documents to
     Owner for review, comment and approval, within thirty
     (30) days after the Effective Date.  Owner shall notify
     Operator in writing of its comments or approval of each
     Site Procedure within thirty (30) days following
     Operator's submittal of such proposed Site Procedure to
     Owner.  In addition, Owner may require Operator to pre-
     pare additional Site Procedures as Owner deems neces-
     sary.  Subsequent modifications to Site Procedures,
     including any revisions required by Owner's rejection
     of such Site Procedures, shall likewise be submitted to
     Owner and Contractor for approval and comment, as
     applicable, prior to implementation.  
     
               Section 2.7 - Operating Budget.
     
<PAGE>
          Within thirty (30) days after the Effective
     Date, and thereafter, within ninety (90) days prior to
     the beginning of each Year commencing with 1998, Opera-
     tor shall submit a proposed operating budget for the
     Facility (the "Operating Budget"), for Owner's review
     and approval.  Each Operating Budget shall contain an
     itemized estimate by month of all revenues, Reim-
     bursable Costs and Management Fees expected for the
     upcoming Year and shall included all supporting data
     and assumptions, if any.  Each Operating Budget shall
     be based on Operator's assessment of the required
     Operational Services and shall reflect the most eco-
     nomical and reasonable means of performing such Oper-
     ational Services in accordance with the Standards of
     Performance.  Within thirty (30) days after receipt of
     the proposed the Operating Budget, Owner shall notify
     Operator in writing of its approval or any proposed
     additions, deletions or modifications as Owner may deem
     necessary or appropriate.  The final form of the
     Operating Budget and any subsequent modifications
     thereto shall be approved in writing by both Parties,
     such approval not to be unreasonably withheld.  In the
     event of any disagreement, the Parties shall promptly
     meet and resolve in good faith any areas of
     disagreement.  Until such time as the Operating Budget
     is approved, Operator shall continue to perform the
     Operational Services according to the terms of this
     Agreement as permitted under the Operating Budget then
     in effect.  If, at any time, Operator determines that
     the any category within an Operating Budget will vary
     for such Year by more than five percent (5%) or ten
     thousand dollars ($10,000), whichever is greater,
     Operator shall immediately notify Owner and shall
     follow Owner's instructions regarding further expendi-
     tures for the operation and maintenance of the Facility
     pursuant to this Agreement.  Until such time as
     Operator receives such instructions, Operator shall
     continue to perform the Operational Services according
     to the terms of this Agreement as permitted under the
     Operating Budget then in effect. 
     
<PAGE>
          Section 2.8- Operating Plan.  With each Oper-
     ating Budget submitted in accordance with Section 2.7,
     Operator shall submit to Owner for Owner's approval
     Operator's proposed operating plan for the period
     covered by such Operating Budget (the "Operating Plan")
     in a form reasonably acceptable to Owner.  Such plan
     shall describe in detail acceptable to Owner the
     Operator's plan for the ensuing year for the operation
     of the Business and the maintenance of the Facility in-
     cluding, without limitation, a summary of the items in
     the Operating Budget (including a list of Materials and
     third party services needed to be procured, identifying
     the approximate date when an item is needed), hours of
     operation, holidays to be observed, schedule of third -
     party services, data regarding expected operating per-
     formance, projected Hot Water consumption, and any
     other matters as Owner may require.  All such items
     shall be set forth on a monthly basis.   The Operating
     Plan shall also include a marketing plan for the Busi-
     ness and a Personnel staffing plan and hiring schedule
     consistent with the requirements of Section 2.11.  The
     proposed Operating Plan shall be accompanied by all
     underlying assumptions necessary for its evaluation. 
     All actions proposed under the Operating Plan shall
     comply with the Standards of Performance.  Owner shall
     indicate in writing any proposed revisions, correc-
     tions, deletions or additions to Operator's proposed
     Operating Plan within thirty (30) days after each such
     submission.  The final form of the Operating Plan shall
     be approved in writing by both Parties, such approval
     not to be unreasonably withheld.  In the event of any
     disagreement, the Parties shall promptly meet and
     resolve in good faith any areas of disagreement.  
     
               Section 2.9- Deposit of Revenues.  Within ten
     (10) days following the end of each month, Operator
     shall deposit into the Revenue Account all payments
     received during such month in connection with the oper-
     ation of the Facility.  Other than for purposes of
     deposit, the Revenue Account shall be under the sole
     dominion and control of Owner and, without the prior 

<PAGE>
    written consent of Owner, Operator shall have no right
     of withdrawal from the Revenue Account.  All monies
     deposited into such account, including any interest
     accruing thereon, shall be for the sole benefit of
     Owner.
     
               Section 2.10- Reports.  Operator shall, from
     and after the Effective Date furnish or cause to be
     furnished to Owner the following reports concerning the
     Facility's operations: 
     
               (a)     Monthly Reports.  Commencing within ten
     (10) days after the end of each calendar month after
     the Effective Date, Operator shall submit: (i) a
     progress report, in detail acceptable to Owner,
     covering all operations conducted during such calendar
     month with respect to operations and maintenance,
     procurement, capital improvements, labor relations,
     significant interactions with the operator of the
     Plant, and other significant matters, which report
     shall include (with respect to quantitative items) a
     comparison of such items to corresponding values for
     the preceding month and the same month in the preceding
     year and list any significant operating problems along
     with remedial actions planned and a brief summary of
     major activities planned for the next two reporting
     periods; and (ii) a statement setting forth all
     revenues deposited in the Revenue Account and all Reim-
     bursable Costs paid or incurred, which statement shall
     itemize in detail acceptable to Owner the computation
     of such revenues and Reimbursable Costs and shall state
     whether or not the Facility operations have conformed
     to the applicable Operating Plan and Operating Budget
     during such reporting period and if not, the extent and
     reasons for such deviation and any remedial action, if
     remediable.
     
               (b)  Annual Reports.  As soon as available,
     and in any event within thirty (30) days after the end
     of each Year, Operator shall submit to Owner an annual
     report certified by the Facility Manager describing in 

<PAGE>
    detail substantially similar to that contained in the
     monthly reports referred to in Section 2.10(a) above,
     all of the Facility operations for such Year and
     presenting a comparison of such Facility operations
     with the Operating Budget and Operating Plan for such
     Year and the preceding Year (the "Annual Report"). 
     Within thirty (30) days after the submission of each
     Annual Report, the Facility Manager shall meet with a
     representative of Owner to review and discuss the
     report and to report upon any other aspects of the
     Facility operations that Owner may request. 
          
               (c)     Additional Reports.  Operator shall
     periodically provide reports to Owner advising Owner of
     any information Operator becomes aware of concerning
     changes in Laws and/or Prudent Operating Practices that
     may be material to the operation and maintenance of the
     Facility.
     
               Section 2.11- Personnel.  
     
               (a)  Operator shall employ at the Facility
     the appropriate number of properly qualified and
     trained Personnel to perform the Operator's obligations
     under this Agreement as approved under the Operating
     Budget. 
     
               (b)     All Personnel shall be qualified and
     fully trained for their respective positions.  All
     individuals utilized by Operator to perform Work shall
     be employees of the Operator or subcontractors under
     Operator's direction.  Working hours, rates of compen-
     sation, and all other matters relating to such Person-
     nel shall be determined by Operator (subject to Owner's
     approval with respect to budget items).  
     
               (c)     Operator shall retain sole responsibil-
     ity and control of labor matters pertaining to the Per-
     sonnel.  Operator shall provide Owner with such infor-
     mation regarding the selection of the Personnel as
     Owner may reasonably request.  With respect to the
     hiring of Personnel and its employment policy, Operator 

<PAGE>
    shall comply with all applicable federal and state
     labor and employment Laws and shall exercise control
     over labor relations in a reasonable manner consistent
     with the intent and purpose of this Agreement.  
     
               Section 2.12- Emergency Procedures.  In the
     case of an Emergency, Operator shall, in accordance
     with the requirements of the Site Procedures, notify
     Owner of the nature of such Emergency, the proposed
     remedial measures and its probable duration.  Operator
     shall take corrective action pursuant to Owner's direc-
     tion only, provided that Operator shall act immediately
     as required to prevent or overcome the threat of injury
     to persons or damage to property or to minimize the
     adverse consequences thereof pending receipt of
     instructions by Owner.
     
               Section 2.13- Taxes.  Operator shall pay all
     federal, state and local sales and use taxes which may
     be assessed for purchases of Materials, income and
     unemployment taxes, Federal Insurance Contribution Act
     (FICA) taxes and other taxes which it is obligated to
     pay with respect to wages and salaries paid by it to
     its employees performing the Work, and shall maintain
     all appropriate records with respect thereto.
     
               Section 2.14- Books and Records.  (a)  Opera-
     tor shall maintain operating logs, records and reports
     (in form and substance as required by the Site
     Procedures) documenting the operation of the Facility;
     keep accurate records of all business transactions
     entered into by Operator; maintain accurate cost
     ledgers and accounting records regarding the Work in
     accordance with generally accepted accounting
     principles for review by Owner.  Operator shall also
     prepare all reports required for Governmental
     Authorities, or by the Facility Permits in connection
     with the operation of the Facility, and provide same to
     Owner for its review and submittal. 
     
               (b)  At all reasonable times Owner shall have
     access to the records maintained pursuant to this 

<PAGE>
    Section 2.14 and may audit such records and shall have
     the right to determine whether such practices and
     systems are in accordance with generally accepted ac-
     counting principles and cause Operator to make such
     changes as necessary to conform with such principles.
     
               Section 2.15- Access.  Operator shall allow
     Owner and such other parties as Owner designates from
     time to time, to have full, unrestricted access to the
     Facility and Site and all reports, data, information
     and documents related to the Facility in Operator's
     possession.
     
               Section 2.16- Utilities.  Operator shall pro-
     cure, and pay when due all charges for, all public or
     private utility services necessary for the operation
     and maintenance of the Facility including, but not
     limited to, sewer, gas, light, water, heat and air
     conditioning, telephone, electricity, trash removal,
     power and other utility and communications services
     (all or any one of which hereinafter referred to as
     "Utility Charges").
     
               Section 2.17- No Liens or Encumbrances. 
     Operator shall keep and maintain the Facility free and
     clear of all liens and encumbrances resulting from acts
     or omissions of Operator or subcontractors or work done
     at the request of Operator or subcontractors to the
     extent Owner has paid Operator for the Work.
     
               Section 2.18- Litigation; Permit Lapses. 
     Upon obtaining notice or knowledge thereof, Operator
     shall submit prompt written notice to Owner of: (i) any
     litigation, or material claim, dispute or action,
     threatened in writing or filed, concerning the Facili-
     ty, the Site or the Work; (ii) any written refusal or
     threatened refusal to grant, renew or extend or any
     pending or written threatened action that might affect
     the granting, renewal or extension of, any license,
     permit, approval, authorization or consent concerning
     the Facility or the Work; and (iii) any dispute with 

<PAGE>
    any Governmental Authority concerning the Facility, the
     Work or any Facility Permit.
     
               
                         ARTICLE III
     
                   Owner Responsibilities
     
               Section 3.1- Hot Water Supply.  Owner shall
     supply the Hot Water heating requirements of the
     Facility in accordance with the terms and conditions of
     this Agreement.  Owner shall notify Operator ten (10)
     days in advance of the estimated date on which Hot
     Water will first be supplied to the Facility.
     
               Section 3.2- Insurance.  Owner shall provide
     insurance coverage for the Facility and the Site in
     accordance with Article VI.
     
               Section 3.3- Reasonable Access.  Owner shall
     provide and grant to Operator a right of access to the
     Facility and the Site throughout the term of this
     Agreement.  As reasonably requested by Operator, Owner
     shall provide Operator with reasonable access to any
     information in its possession relating to the physical
     characteristics of the Facility.
     
               Section 3.4- Accommodations.  Owner shall
     provide for and make available to Operator such office
     space, storage facilities, unloading areas and rest
     rooms as Operator may reasonably require and are
     reasonably practicable at the Facility, as constructed
     pursuant to the Construction Contract.
     
               Section 3.5- Manuals and Drawings.  Owner
     shall provide Operator with all Operation and
     Maintenance manuals and all drawings, specifications,
     diagrams, and other information which Owner has or may
     obtain with respect to the Facility.  
     
               Section 3.6- Real Estate Taxes.  Owner shall
     pay (or reimburse Operator) for any real estate or 

<PAGE>
    property taxes which may be assessed against it and/or
     Operator associated with the Facility.
     
               Section 3.7- Maintenance of Permits.  Owner
     shall pay for and maintain, with the cooperation of the
     Operator, any and all Facility Permits, including any
     required renewals of thereof.
     
               Section 3.8- Payment.  Owner shall make pay-
     ments to Operator pursuant to Article V.
     
     
                         ARTICLE IV
     
                  Limitations on Authority
     
               Section 4.1- General Limitations.  Notwith-
     standing any provision in this Agreement to the
     contrary, unless previously expressly approved in the
     Operating Budget or Operating Plan or otherwise ap-
     proved in writing by Owner, neither Operator nor any
     agent, representative or subcontractor of Operator
     shall:
     
               (a)     Disposition of Assets.  Sell, lease,
     pledge, mortgage, convey, or make any license, exchange
     or other transfer or disposition of any property or any
     interest therein comprising any part of the Facility;
     
               (b)     Significant Expenditures.  Make or
     commit to any expenditure, incur any obligation or
     liability or acquire on a Reimbursable Cost basis any
     Materials, third party services, assets or other items
     costing in excess of $10,000, or consent or agree to do
     any of the foregoing; 
     
               (c)     Vegetable Products.  For a period of
     seven (7) years from the date hereof (or such shorter
     period as Owner shall permit), use the Facility for the
     cultivation for commercial sale of detached, severed,
     or harvested vegetable products for human ingestion;
     
<PAGE>
              (d)  Other Actions.  Take or agree to take
     any other action that materially varies with the
     applicable Operating Plan or Operating Budget or fail
     to take any action required by the Operating Plan or
     Operating Budget; or
     
               (e)     Lawsuits and Settlements.  Settle, com-
     promise, assign, pledge, transfer, release or consent
     to the compromise, assignment, pledge, transfer or re-
     lease of, any claim, suit, debt, demand or judgment
     against or due by, Owner or Operator, the cost of
     which, in the case of Operator, would be a Reimbursable
     Cost hereunder, or submit any such claim, dispute or
     controversy to arbitration or judicial process, or
     stipulate in respect thereof to a judgment, or consent
     to do the same or commence any litigation, action,
     arbitration, or other proceeding on behalf of Owner.
     
               Section 4.2- Execution of Documents.  Any
     agreement, contract, notice or other document per-
     taining to the Work that is expressly permitted here-
     under (or under written approval of Owner) to be
     executed by Operator shall be executed by the Facility
     Manager or, subject to prior written notice to Owner,
     such other individual representative of Operator who is
     authorized and empowered by Operator to execute such
     documents.
     
     
                          ARTICLE V
     
                  Payment Amount and Terms
     
               Section 5.1 - Payment.  As the sole and
     exclusive compensation and reimbursement to Operator
     for the performance of the Work hereunder, Owner shall
     pay Operator, in accordance with this Article V, all
     Reimbursable Costs and the Management Fee.
          
<PAGE>
              Section 5.2- Reimbursable Costs.
     
               (a)     Covered Expenditures.  Subject to the
     limitations on expenditures set forth elsewhere in this
     Agreement, Owner shall reimburse Operator for the fol-
     lowing costs incurred by Operator in performing the
     Work, each as properly incurred by Operator pursuant to
     this Agreement and documented by written invoice or
     receipt provided to Owner (the "Reimbursable Costs"):
     (i) the actual costs of all Materials and third party
     services procured hereunder; (ii) the actual payroll
     cost for the Personnel involved in the performance of
     the Work, including overtime and relocation costs,
     unemployment and disability insurance, worker's
     compensation, vacation, holidays, fringe benefits and
     other statutory compensation; (iii) the actual cost of
     the taxes specified in Section 2.13; (iv) utility
     services procured under Section 2.16; and (v) any other
     cost designated as a Reimbursable Cost hereunder.  
     
               (b)     Payments.  Immediately following the
     Effective Date, Operator shall establish a custodial
     bank account on behalf of Owner for the purpose of
     paying Reimbursable Costs in accordance with this
     Section 5.2(b)(the "Operating Account").  On or before
     the first day of each month, Owner shall deposit into
     the Operating Account the portion of the Reimbursable
     Costs budgeted for such month in the applicable Operat-
     ing Budget.  All funds on deposit in the Operating
     Account, including any interest accruing on funds
     therein, shall be for the benefit of Owner except that
     Operator shall act as custodian over the Operating
     Account and may withdraw funds from such Account as and
     when necessary to pay such Reimbursable Costs incurred
     by Operator.  Operator shall submit a statement to
     Owner at the end of each month itemizing the total
     Reimbursable Costs incurred during such month.  No
     Reimbursable Costs shall be incurred by Operator other
     than in accordance with the applicable Operating
     Budget, as amended, supplemented, or otherwise modified
     from time to time in accordance herewith.  If at any 

<PAGE>
    time during the performance of the Work, Operator
     becomes aware that for any monthly period Reimbursable
     Costs exceed or could be reasonably anticipated to
     exceed the amount provided therefor in the Operating
     Budget, Operator shall promptly notify Owner of such
     budget overrun and shall not, without the written
     approval of Owner amending such Operating Budget or
     authorizing such expenditure, perform any further Work
     that will result in or increase such budget overrun,
     except in the case of an Emergency as provided in
     Section 2.12.  If Owner approves such budget overrun,
     Operator may incur such additional Reimbursable Costs
     and Owner shall pay to Operator within thirty (30) days
     of the date of its approval the amount by which the
     additional Reimbursable Costs exceeded available
     amounts in the Operating Account.  
     
               Section 5.3- Management Fee.  (a) Owner shall
     pay to Operator an annual Management Fee for each Year
     equal to twelve percent (12%) of the annual Profit
     realized by Owner in connection with the operation of
     the Facility.  The Management Fee includes payment for
     all costs incurred by Operator that are not
     Reimbursable Costs including overhead and personnel
     costs for any Work performed off-site and general
     administrative costs incurred by Operator for routine
     services.  As used in this Section 5.3, "Profit" shall
     mean, with respect to each Year, the revenue from sales
     of the Facility's horticultural products less Reimburs-
     able Costs and all other costs incurred by Owner
     directly attributable to the operation of the Facility,
     including without limitation (i) property taxes, (ii)
     insurance costs, (iii) Hot Water delivered to the Hot
     Water Delivery Point at a price of $.25 per million Btu
     and (iv) the costs of new capital expenditures on the
     Facility calculated on an amortized basis, provided
     however, that payments for property taxes in the years
     1997, 1998 and 1999 shall not be included in the
     calculation of Profit.
     
               (b) If, for any Year, Profit is determined to
     be a negative amount (a "Loss"), Operator shall not be 

<PAGE>
    entitled to a Management Fee for such Year and such
     Loss shall be carried forward and deducted from the
     amount of Profit calculated for the immediately suc-
     ceeding Year except that, for the year 1997, the first
     $100,000 of any Loss shall not be carried forward.
     
               Section 5.4- Audit Rights.  Notwithstanding
     the payment of any amount pursuant to the foregoing
     provisions, Owner shall remain entitled to conduct an
     audit and review of all payments made to Operator
     hereunder.  Such audit and review may be conducted by
     Owner or by an independent certified public accountant
     and the party conducting such audit and review shall be
     entitled to inspect, copy and audit any of Operator's
     financial books, records, accounts, and ledgers
     relating to the Facility or the Work.  Operator shall
     cooperate with the auditors and promptly respond to any
     questions relating to such audits.  If, pursuant to
     such audit and review, it is determined that any amount
     previously paid by Operator did not constitute a due
     and payable item hereunder, including without
     limitation, a properly payable Reimbursable Cost,
     Owner, at its option, may recover such amount
     immediately upon demand from Operator or deduct or
     cause to be deducted such amount from any payment that
     thereafter may become due to Operator hereunder.
     
               Section 5.5- Title.  Title to all Materials
     (including equipment) and other items purchased or ob-
     tained by Operator on a Reimbursable Cost basis hereun-
     der shall pass immediately to and vest in Owner upon
     the passage of title from the vendor or supplier
     thereof; provided, however, that such transfer of title
     shall in no way affect Operator's obligations as set
     forth in the other provisions of this Agreement.
     
     
                         ARTICLE VI
     
               Section 6.1-  Classes of Insurance.  Owner
     shall keep the Facility and the Site insured against 

<PAGE>
    the risks and hazards and with coverage in amounts not
     less than those specified as follows:
     
               (a)     Property damage insurance on an all risk
     basis including coverage against damage or loss caused
     by earth movement (including but not limited to earth-
     quake, landslide, subsidence and volcanic eruption) and
     flood and providing coverage for (1) the Facility in a
     minimum aggregate amount equal to the "full insurable
     value" of the Facility and (2) foundations and other
     property below the surface of the ground.  For purposes
     of this Section 6.1(a), "full insurable value" shall
     mean the full replacement value of the Facility,
     without deduction for physical depreciation; all such
     policies may have deductibles of not greater than
     $100,000.  Such insurance shall also provide for debris
     removal with sub-limits of not less than 5% of the
     "full insurable value" of the Facility.  The earth
     movement and flood insurance is required only if it is
     available on commercially reasonable terms and it may
     be insured with a sub-limit no less than 25% of the
     "full insurable value".
     
               (b)     Commercial general liability and
     property damage insurance (including, but not limited
     to, coverage for any construction on or about the Site)
     covering the legal liability of Operator against all
     claims for any bodily injury or death of persons and
     for damage to or destruction of property occurring on,
     in or about the Site and arising out of the use or
     occupation of the Facility or Site by Operator. 
     Coverages provided by the foregoing insurance policy
     shall include (but not be limited to) all of the
     coverages commonly referred to by the insurance
     industry as:  Premises/Operations Liability; Prod-
     ucts/Completed Operations Liability; Blanket Contrac-
     tual Liability; Broad Form Property Damage Liability;
     Personal Injury, Explosion, Collapse and Underground
     Liability, Automobile Liability, including coverage for
     Owned, Non-Owned, Hired, or Borrowed Vehicles and
     "Mobile Equipment".  The foregoing insurance shall
     apply as primary insurance, irrespective of any 

<PAGE>
    insurance which Owner may carry and shall include a
     "Cross Liability" clause (Severability of Interests). 
     The foregoing insurance shall be in combined single
     limits for both property damage and personal injury and
     in the minimum amount of $5,000,000 (which may include
     excess liability coverage of up to $4,000,000) in
     connection with any single occurrence.
     
               (c)     Business interruption insurance covering
     100% of income generated by the Facility for a period
     of 12 months arising from losses insured by (a) or (b)
     above with a deductible not in excess of 45 days.
     
               Section 6.2-  Requirements.  All insurance
     required under Section 6.1 hereof shall be written by
     companies rated at least Rating "A-", Financial Size
     VII by A.M. Best Company (or an equivalent rating by
     another rating agency if the Best's ratings are
     discontinued), which are authorized to do insurance
     business in the State of Wisconsin, shall name Operator
     as an insured party thereunder with Owner and Project
     Lender (or its designated representative) as additional
     insured parties and shall expressly provide (a) an
     effective waiver by the insurer of all rights of
     subrogation against any additional insured, (b) that no
     cancellation, reduction in amount or material change in
     coverage thereof shall be effective until at least
     thirty (30) days after receipt by Owner, Lender (or its
     designated representative) and Operator of written
     notice thereof, and (c) that during construction of any
     improvements on the Site such policies shall be in
     "builder's risk" form providing the limits and coverage
     required by Article 10 of the Construction Contract.
     
     
                         ARTICLE VII
     
                     Dispute Resolution
     
               Section 7.1- Procedure.  (a)  In the event a
     dispute arises between Owner and Operator regarding the
     application or interpretation of any provision of this 

<PAGE>
    Agreement and such dispute involves matters of account-
     ing treatment, the aggrieved Party shall promptly noti-
     fy the other Party to this Agreement of the dispute
     within two (2) days after such dispute arises.  Ope-
     rator shall immediately appoint its own third party ac-
     countant who, together with the Owner's accountant,
     shall choose a third accountant.  Said three accoun-
     tants shall jointly review such evidence as they deem
     necessary and shall render a decision (concurrence of
     two of the three accountants) on such dispute within
     ten (10) days.  Such decision shall be binding on the
     Owner and the Operator.
     
               (b)  In the event a dispute arises between
     Owner and Operator regarding the application or
     interpretation of any provision of this Agreement other
     than accounting disputes referred to in Section 7.1(a)
     above, the aggrieved Party shall promptly notify the
     other Party to this Agreement of the dispute within ten
     (10) days after such dispute arises.  If the Parties
     shall have failed to resolve the dispute within ten
     (10) days after delivery of such notice, each Party
     shall, within five (5) days thereafter, nominate a
     senior officer of its management to meet at the Facili-
     ty, or any other mutually agreed location, to resolve
     the dispute.  Should the parties be unable to resolve
     the dispute to their mutual satisfaction within twenty
     (20) days after such nomination, each party shall have
     the right to pursue any legal remedies which may exist
     or may, with the concurrence of the other party, refer
     such matter for arbitration.
     
               Section 7.2- Continuation of Work.  Pending
     final resolution of any dispute, the Parties shall con-
     tinue to fulfill their respective obligations hereun-
     der, including but not limited to payment obligations. 
     The interpretation or decision of the non-aggrieved
     Party shall take precedence until such time as the
     dispute is resolved pursuant to Section 7.1; provided
     that, nothing in this Section shall relieve the non-aggrieved 
     Party from any liability hereunder resulting from such action to the 
     extent such interpretation or 

<PAGE>
    decision is ultimately determined to be wrong pursuant
     to the procedures set forth in Section 7.1.
     
     
                        ARTICLE VIII
     
                         Termination
     
            Section 8.1- Term.  The term of this Agree-
     ment shall commence as of the Effective Date and shall
     expire on May 31, 2022 (the "Term") unless terminated
     earlier by mutual written agreement of the Parties or
     following an Event of Default (an "Early Termination").
     
            Section 8.2- Termination Procedure.  Upon
     the effective date of an Early Termination, Operator
     shall (a) discontinue the Work, (b) place no further
     orders or subcontracts for Materials, third party
     services, or labor, except as authorized in advance by
     Owner, (c) make every reasonable effort to obtain
     cancellation of affected subcontracts or, at Owner's
     request, cause the assignment of any such contracts to
     Owner or its replacement operator upon terms satisfac-
     tory to Owner, and (d) take such other action as may be
     reasonably requested by Owner for the orderly closeout
     and transition of Operator's operation and maintenance
     activities.  After deduction of any amounts owed by
     Operator to Owner, within sixty (60) days of an Early
     Termination, Owner shall pay to Operator (A) the amount
     of any Reimbursable Costs due and payable to Operator
     pursuant to this Agreement up to and including the date
     of termination, and (B) in the case of a termination by
     mutual agreement, (i) all reasonable documented costs
     incurred by Operator for its own efforts to implement
     termination and the resulting reasonable costs actually
     incurred for turnover and demobilization, excluding any
     loss of anticipated profit and (ii) a partial
     Management Fee based solely on the Profit earned, if
     any, from January 1st of the year of termination
     through the date of termination.  Other than as set
     forth in this Section 8.2, Owner shall have no lia-

<PAGE>
    bility to Operator for costs, expenses or losses of any
     kind or nature incurred by Operator as a result of such
     termination.  In no event shall the aggregate payments
     of Owner hereunder exceed the amount due for the then-current 
     Year, pro-rated for any partial Year.  Upon
     Operator's receipt of final payment in full from Owner,
     this Agreement shall terminate and neither Party shall
     have any further obligation to the other Party except
     with respect to those certain provisions of this Agree-
     ment which by their nature survive.
     
     
                         ARTICLE IX
     
                           Default
     
            Section 9.1- Events of Default.  The fol-
     lowing occurrences or events, or any of them, by or
     against either Operator or Owner, shall constitute a
     default under this Agreement:
     
            (a)  A material breach of any term,
     covenant or agreement contained in this Agreement and,
     in the case of obligations which are not curable
     through the payment of money, such failure shall remain
     unremedied for thirty (30) days during which time the
     breaching Party shall be engaged in reasonably diligent
     efforts to cure; or
     
            (b)  There shall be a Bankruptcy of either
     Party; "Bankruptcy" shall mean and refer to (i) the
     filing of any petition by such person to commence a
     case under the Bankruptcy Code (title 11, U.S.C.) or
     any other federal, state or foreign law for the relief
     of debtors or the protection of creditors (any such
     law, a "Bankruptcy Law"), (ii) the filing of a petition
     by any third party with respect to such person under
     any Bankruptcy Law, which petition is not opposed
     within 120 days after filing, (iii) the failure or in-
     ability of such person to pay its debts as they become
     due (or any admission in writing by such person of any 

<PAGE>
    such failure or inability), (iv) the appointment of a
     receiver or trustee for such person or any substantial
     portion of the property of such person or (v) the
     making by such person of any general assignment for the
     benefit of creditors; or 
     
            Section 9.2- Rights Upon Default.  
     
            (a)  If an Event of Default shall occur,
     then the non-defaulting Party may take any one or more
     of the following actions: (i) terminate this Agreement
     immediately without obligation to or recourse by the
     defaulting Party and in accordance with the procedures
     described in Section 8.2, (ii) exercise any other right
     it may have under this Agreement, and/or (iii) pursue
     any other right or remedy available to it under Law or
     equity in accordance with the procedures of Article VII
     subject to the limits set forth in this Agreement.
     
            (b)  In the event that Owner so elects to
     terminate this Agreement as a result of Operator's de-
     fault hereunder, and without limiting any other right
     or remedy of Owner arising therefrom, Owner may employ
     any other person, firm or corporation to perform the
     Work by whatever method Owner may deem expedient. 
     Furthermore, Operator shall, at Owner's expense, per-
     form the following services relative to the Work so
     affected by its default, regardless of whether or not
     Owner elects to terminate this Agreement as a result of
     such default: (i) assist Owner in preparing an inven-
     tory of all Materials in use or in storage at the
     Facility; and (ii) assign to Owner such subcontracts
     and other contractual agreements relating to Operator's
     performance of the Work as may be designated by Owner.
     
                 
                          ARTICLE X
     
                          Indemnity
     
            Section 10.1- Operator Indemnity.  
          (a) Operator shall indemnify, hold harmless and defend 

<PAGE>
    Owner, its affiliates and employees and Project Lender
     (for the purposes of this Section 10.1, the "Indemni-
     tees") from and against any claims, demands, suits,
     proceedings, liabilities, judgments, awards, losses,
     damages, costs or expenses (including reasonable legal
     fees) ("Indemnity Claim") whatsoever in connection with
     or arising out of acts or omissions by Operator, wheth-
     er or not brought or sought by or in favor of a govern-
     mental agency, a third party or the Indemnitee, and
     whether or not based on contract, tort (including neg-
     ligence), theory of strict contract, theory of strict
     liability, or infringement of proprietary rights, for
     bodily injury, sickness, death, injury to or destruc-
     tion of third-party tangible property arising out of or
     in any manner caused or occasioned, in whole or in
     part, by any act, omission, error, fault or wilful act
     or gross negligence of Operator, or anyone acting on
     Operator's behalf, including, without limitation,
     subcontractors and vendors.  Notwithstanding any
     provision in this Agreement to the contrary, Operator's
     liability under this Agreement shall in no event exceed
     $100,000.
     
            (b)  Operator agrees to fully indemnify,
     save harmless and defend each Indemnitee from claims,
     liabilities, expenses (including legal fees),
     penalties, interest, demands and causes of action for
     nonpayment of amounts due subcontractors, vendors or
     others as a result of providing services which amounts
     are payable by Operator, provided Operator has been or
     will be paid by Owner, to the extent Operator is enti-
     tled to receive such payment, in accordance with the
     provisions of this Agreement for such services.
     
            Section 10.2- Owner Indemnity.  (a)  Owner
     shall indemnify, hold harmless and defend Operator, its
     affiliates and employees (for the purposes of this Sec-
     tion 10.2, the "Indemnitees") from and against any
     claims, demands, suits, proceedings, liabilities, judg-
     ments, awards, losses, damages, costs or expenses (in-
     cluding reasonable legal fees) ("Indemnity Claim")
     whatsoever in connection with or arising out of acts by 

<PAGE>
    Owner, whether or not brought or sought by or in favor
     of a governmental agency, a third party or the Indemni-
     tee, and whether or not based on contract, tort
     (including negligence), theory of strict contract,
     theory of strict liability, or infringement of propri-
     etary rights, for bodily injury, sickness, death,
     injury to or destruction of third-party tangible
     property arising out of or in any manner caused or
     occasioned, in whole or in part, by any act, omission,
     error, fault or negligence of Owner.
     
            Section 10.3- Indemnitee Contribution.  In
     the event that any Indemnitee seeking indemnification
     from Operator or Owner, as the case may be, pursuant to
     Section 10.1 or 10.2 is found to have actively
     contributed to the cause of the loss for which it is
     seeking to be indemnified, such Indemnitee shall bear
     its losses and costs arising out of such claim in
     proportion to the degree to which it shall be found to
     have been negligent in causing such loss.
     
            Section 10.4- Insurance.  The obligations
     of Operator and Owner referred to in this Article X
     shall be limited or reduced to the extent of the
     proceeds of any insurance actually received (or any
     self-insurance retentions) by Owner or Operator, re-
     spectively, as the case may be.
     
     
                         ARTICLE XI
     
                  Liability of the Parties
     
            Section 11.1- Limitation of Liability.  (a) 
     Notwithstanding anything else to the contrary set forth
     herein, the aggregate liability of Operator with
     respect to claims of Owner arising out of the
     performance or non-performance by Operator of the Work
     or any other obligations under this Agreement, whether
     based on contract, warranty, indemnity, tort (including
     negligence), strict liability or otherwise, shall be
     limited to the proceeds of insurance required <PAGE>
hereunder, 
     compensation payable to Operator hereunder
     and the Management Fee earned by Operator during the
     preceding Year.  In no event  shall either Party be
     liable hereunder for any consequential or indirect loss
     or damages.
     
            (b)  The Parties further agree that the
     waivers and disclaimers of liability, indemnities, re-
     leases from liability, and limitations on liability
     expressed in this Agreement shall survive termination
     or expiration of this Agreement.
     
                         ARTICLE XII
     
                        Force Majeure
     
            Section 12.1- Force Majeure; Events Limita-
     tion.  Neither Operator nor Owner shall be liable to
     the other for any failure to perform pursuant to the
     terms and conditions of this Agreement to the extent
     such performance was prevented by an event of Force Ma-
     jeure.  Force Majeure as used in this Agreement means
     any event beyond the reasonable control of the Party
     affected and which, with the exercise of due care, such
     Party could not reasonably have been expected to avoid
     or foresee, including but not limited to acts of God,
     explosions or fires, floods, hurricanes, tornadoes,
     lightning, earthquakes, drought,  epidemics, blight,
     famine, quarantine, blockade, acts or inactions of
     Governmental Authorities, war, insurrection or civil
     strife, rebellion, sabotage, strike or labor difficulty
     (except any such strikes or labor difficulties
     involving Operator's Personnel or other employees);
     provided that commercial impracticability shall not
     constitute an event of Force Majeure; provided further
     that a Party shall not be excused from its performance
     pursuant to this Section 12.1 (i) unless such Party
     gives notice and full particulars of the same to the
     other Party as soon as practicable after the occurrence
     relied on, (ii) to the extent such failure was caused
     by its negligence or other tortious conduct, (iii) to
     the extent the event relied upon could have been 

<PAGE>
    prevented by reasonable diligence or was within the
     reasonable control of such Party, (iv) to the extent of
     its failure to use due diligence to remedy the
     situation and remove the cause of the event of Force
     Majeure in an adequate manner and with all reasonable
     dispatch, (v) for its obligations to make payments due
     under this Agreement.  The burden of proof shall be on
     the Party seeking to show excuse from performance due
     to a Force Majeure event.
     
     
                        ARTICLE XIII
     
                  Miscellaneous Provisions
     
            Section 13.1- Entire Agreement.  This
     Agreement contains the entire understanding of the
     Parties with respect to the subject matter hereof and
     supersedes any and all prior negotiations, agreements,
     commitments, and writings with respect thereto.  There
     are no oral understandings, terms or conditions and
     neither Party has relied upon any representation,
     express or implied, not contained in this Agreement.
     
            Section 13.2- Amendments.  No change,
     amendment or modification of this Agreement 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.
     
            Section 13.3- Joint Effort.  Preparation of
     this Agreement 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.
     
            Section 13.4- Captions.  The captions con-
     tained in this Agreement are for convenience and refer-
     ence only and in no way define, describe, extend, or
     limit the scope or intent of this Agreement or the in-
     tents of any provision contained herein.
     
          <PAGE>
            Section 13.5- Notice.  Any notice, demand,
     offer, or other written instrument required or permit-
     ted to be given pursuant to this Agreement shall be in
     writing signed by the Party giving such notice and
     shall be deemed given when delivered to the Party to
     whom notice is to be given by personal delivery, first
     class registered or certified mail, nationally
     recognized courier, or telex at the most recent address
     specified by such Party pursuant to this Section 13.5:
     
            (a)To Owner:    LSP-Whitewater Limited Partnership
                            c/o LS Power Corporation
                            111 CTH U (W3875)
                            Whitewater, WI 53190
                            Attn:  Paul Tegan
                            Telephone:  414-472-7040
                            Fax:  414-472-7045
     
            With a copy to: LS Power Corporation
                            402 East Main Street
                            Bozeman, MT 59715
                            Attention:Greg Stricker
                            Telephone:  406-587-1619
                            Fax:  406-587-8678
     
     
                            
        (b)To Operator: FloriCulture, Inc.
                        9525 105th Street Court South
                        Cottage Grove, MN 55016
                        Attention:  Bruce Hutchinson
                        Telephone:  612-459-4931
                        Fax:  612-458-9437
     
          Either Party shall have the right to
change the place to which such notice shall be sent
or delivered by similar notice sent in like manner
to the other Party.

          Section 13.6- Partial Invalidity.  The
invalidity of one or more of the phrases, sentences,
clauses, Sections or Articles contained in this 
<PAGE>
Agreement shall not affect the validity of the
remaining portion of this Agreement so long as the
material purposes of this Agreement can be
determined and effectuated.

          Section 13.7- Assignment.  

          (a)  Neither this Agreement nor any right
granted hereunder may be assigned or otherwise dis-
posed of by Operator and neither shall inure to the
benefit of any trustee in bankruptcy, liquidator,
receiver, successor, or Affiliate of Operator,
whether by operation of law or otherwise, without
the express written consent of Owner and, fur-
thermore, any assignment or transfer without such
express written consent shall be null and void and
shall constitute a material breach of this
Agreement; provided, however, that Operator may
assign this Agreement without the consent of Owner
(i) to the successor entity in connection with a
merger, consolidation or other corporate reor-
ganization of Operator, (ii) to the purchaser, in
connection with the sale of all or substantially all
of the business or assets of the Operator, or (iii)
to an Affiliate of Operator, provided such transfer
shall not in any manner release the Operator from
its obligations hereunder.

          (b)  This Agreement shall not be assigned
by Owner without the prior written consent of Opera-
tor, which consent shall not be unreasonably with-
held, except that this Agreement may be assigned by
Owner without such consent (i) to the Project Lender
as security for Lender's financing of the Plant and
to Utility as collateral security provided that such
transfer shall not in any manner release Owner from
its obligations hereunder; (ii) to the successor of
Owner, or to a Person acquiring all or a controlling
interest in the business assets of Owner or to an
Affiliate of Owner; and (iii) in connection with a
sale or transfer of the Facility.  Operator hereby 
<PAGE>
agrees to execute and deliver a reasonably accept-
able form of consent.

          Section 13.8- No Waiver.  Any failure of
either Party to enforce any of the provisions of
this Agreement or to require at any time performance
by the other Party of any of the provisions hereof
during the pendency of this Agreement shall in no
way affect the validity of this Agreement, or any
part hereof, and shall not be deemed a waiver of the
right of either Party thereafter to enforce any and
each such provision.

          Section 13.9- Counterparts.  This Agree-
ment may be executed by the Parties hereto in sepa-
rate counterparts, each of which when so executed
and delivered shall be an original, but all such
counterparts shall together constitute but one and
the same instrument.

          Section 13.10- Publicity.  Each Party
shall obtain the other Party's prior written
approval regarding the text of any announcement,
publication, photograph or other type of
communication concerning the Work prior to the
dissemination or release of same by either Party,
which approval shall not be unreasonably withheld.

          Section 13.11- Applicable Law.  This
Agreement shall be governed by, construed and en-
forced in accordance with the laws of the State of
New York, without regard for its principle governing
conflicts of law.

          Section 13.12- Successors and Assigns. 
This Agreement shall be binding upon the Parties
hereto, their successors and assigns from the
Effective Date until such time as all obligations
described herein have been completed in full.

          Section 13.13- Effect of Approval Rights. 
Operator acknowledges and agrees that any right of 
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Owner to review or approve any matter under this
Agreement, including, without limitation, any such
right provided in Article II is for the exclusive
benefit of the Party entitled to exercise such right
and no exercise of or failure to exercise any such
right shall in any way relieve or limit any of
Operator's obligations or liabilities under this
Agreement.

          IN WITNESS WHEREOF, the Parties hereto
have set their hands on the day and year first above
written.


                 LSP-Whitewater Limited Partnership

                 By:  LSP-Whitewater I, Inc.,
                      its general partner



                 By:   /s/ Michael S. Liebelson
                       Name: Michael S. Liebelson
                       Title: Managing Director



                 FloriCulture, Inc.

                 By:   /s/ Bruce Hutchinson
                       Name: Bruce Hutchinson
                       Title: President

<PAGE>
                  TABLE OF CONTENTS

RECITALS:. . . . . . . . . . . . . . . . . . . .   1

                      ARTICLE I

Definitions. . . . . . . . . . . . . . . . . . .   1

                     ARTICLE II
Operator Responsibilities. . . . . . . . . . . .   7
         Section 2.1   -  Independent Contractor   7
         Section 2.2   -  Initial Services. .      7
         Section 2.3   -  Operational Services     7
         Section 2.4   -  Management Services      8
         Section 2.5   -  Standards of Performance 9
         Section 2.6   -  Site Procedures . .     10
         Section 2.7   -  Operating Budget. .     10
         Section 2.8   -  Operating Plan. . .     11
         Section 2.9   -  Deposit of Revenues .   12
         Section 2.10  - Reports . . . . . .      12
         Section 2.11  - Personnel . . . . .      13
         Section 2.12  - Emergency Procedures     14
         Section 2.13  - Taxes . . . . . . .      14
         Section 2.14  - Books and Records .      14
         Section 2.15  - Access. . . . . . .      15
         Section 2.16  - Utilities . . . . .      15
         Section 2.17  - No Liens or Encumbrances 15
         Section 2.18  - Litigation; Permit Lapses16


                     ARTICLE III
Owner Responsibilities . . . . . . . . . . . . .  16
         Section 3.1   - Hot Water Supply. .      16
         Section 3.2   - Insurance . . . . . .    16
         Section 3.3   - Reasonable Access .      16
         Section 3.4   - Accommodations. . .      16
         Section 3.5   - Manuals and Drawings     16
         Section 3.6   - Real Estate Taxes .      17
         Section 3.7   - Maintenance of Permits   17
         Section 3.8   - Payment . . . . . .      17

                          
<PAGE>
                     ARTICLE IV
Limitations on Authority . . . . . . . . . . . .  17
         Section 4.1   - General Limitations      17
         Section 4.2   - Execution of Documents   18

                      ARTICLE V
Payment Amount and Terms . . . . . . . . . . . .  18
         Section 5.1   - Payment . . . . . .      18
         Section 5.2   - Reimbursable Costs.      18
         Section 5.3   - Management Fee. . .      19
         Section 5.4   - Audit Rights. . . .      20
         Section 5.5   - Title . . . . . . .      20

                     ARTICLE VI
         Section 6.1   -  Classes of Insurance    21
         Section 6.2   -  Requirements . . .      22

                     ARTICLE VII
Dispute Resolution . . . . . . . . . . . . . . .  22
         Section 7.1   - Procedure . . . . .      22
         Section 7.2   - Continuation of Work     23

                    ARTICLE VIII
Termination. . . . . . . . . . . . . . . . . . .  24
         Section 8.1   - Term. . . . . . . .      24
         Section 8.2   - Termination Procedure    24

                     ARTICLE IX
Default. . . . . . . . . . . . . . . . . . . . .  25
         Section 9.1   - Events of Default .      25
         Section 9.2   - Rights Upon Default      25

                      ARTICLE X
Indemnity. . . . . . . . . . . . . . . . . . . .  26
         Section 10.1  - Operator Indemnity.      26
         Section 10.2  - Owner Indemnity . .      27
         Section 10.3  - Indemnitee Contribution  27
         Section 10.4  - Insurance . . . . .      27

<PAGE>
                     ARTICLE XI
Liability of the Parties . . . . . . . . . . . .  28
         Section 11.1  - Limitation of Liability  28

                     ARTICLE XII
Force Majeure. . . . . . . . . . . . . . . . . .  28
         Section 12.1  - Force Majeure; Events 
                         Limitation. . . . . .    28

                    ARTICLE XIII
Miscellaneous Provisions . . . . . . . . . . . .  29
         Section 13.1  - Entire Agreement. .      29
         Section 13.2  - Amendments. . . . .      29
         Section 13.3  - Joint Effort. . . .      29
         Section 13.4  - Captions. . . . . .      29
         Section 13.5  - Notice. . . . . . .      30
         Section 13.6  - Partial Invalidity.      30
         Section 13.7  - Assignment. . . . .      31
         Section 13.8  - No Waiver . . . . .      31
         Section 13.9  - Counterparts. . . .      31
         Section 13.10 - Publicity . . . . .      32
         Section 13.11 - Applicable Law. . .      32
         Section 13.12 - Successors and Assigns   32
         Section 13.13 - Effect of Approval Rights32
<PAGE>