AMENDED AND RESTATED
                         GAS SALE AND PURCHASE AGREEMENT

         This AMENDED AND RESTATED GAS SALE AND PURCHASE AGREEMENT (the
"Agreement") is made and entered into as of this ____ day of June, 2001 and is
by and between GSF ENERGY L.L.C., a Delaware limited liability company
("Seller") and RIDGEWOOD POWER MANAGEMENT, LLC, a New Jersey limited liability
company ("Ridgewood"), acting on behalf of and as agent for BREA POWER PARTNERS,
L.P., a Delaware limited partnership ("Brea") and RIDGEWOOD OLINDA, LLC, a New
Jersey limited liability company ("Olinda") (collectively referred to as the
"Buyer"). Seller and Buyer shall be referred to herein as a "Party" and
collectively as the "Parties").

                                    RECITALS

         WHEREAS, Brea is the owner of a 5 MW electric generating facility and
related equipment (the "Brea Facility") located on a municipal solid waste
landfill owned by the County of Orange, California (the "Landfill"); and

         WHEREAS, pursuant to a certain "Amended and Restated Gas Lease
Agreement" dated December 14, 1993, by and between Seller and the County of
Orange, Seller has certain rights to extract, process and sell landfill gas from
the Landfill; and

         WHEREAS, Seller and Brea entered into a "Gas Sale and Purchase
Agreement" dated November 29, 1994, as subsequently amended by that certain
Amendment to Transaction Documents dated May 31, 1997 (as amended, the "Original
Agreement"), pursuant to which Brea would purchase from Seller certain
quantities of landfill gas in order to operate the Brea Facility; and

         WHEREAS, Olinda has decided to expand the electric generating
capabilities at the Landfill by installing and operating a 2.5 MW electric
generating facility at the Landfill (the "Olinda Facility"), which facility may
be expanded in the future; and

         WHEREAS, Olinda desires to purchase from Seller and Seller desires to
sell to Olinda certain quantities of landfill gas necessary to run the Olinda
Facility and any future expansions of the Olinda Facility; and

         WHEREAS, Ridgewood, as agent for Brea and Olinda, and Seller desire to
amend and restate the terms of the Original Agreement to purchase from Seller
all of the landfill gas extracted and processed by Seller, all upon the terms
and conditions hereof.

         NOW, THEREFORE, the Parties hereto agrees as follows:

                                 ARTICLE I: TERM

1.1 Term.  This Agreement shall be effective from the Effective Date and, unless
terminated  earlier as provided herein,  shall continue and remain in full force
and effect until December 31, 2018. Thereafter,  the terms of this Agreement may
be extended at the Buyer's option, on a year-to-year  basis. Buyer shall provide
written  notice to Seller of its  intention  to  extend  this  Agreement  for an
additional  year no  later  than 90 days  prior  to the  expiration  of the then
current term.

                             ARTICLE II: DEFINITIONS

2.1 Definitions.  As used in this Agreement,  the following terms shall have the
meanings  ascribed to them (such  meaning to be equally  applicable  to both the
singular and plural forms of the terms defined);

(a) "Affiliate"  means, with respect to any Person, any other Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with such specified Person.  For purposes of this definition,  "control"
(including,  with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the  possession,  directly  or  indirectly,  of the power to direct or cause the
direction  of the  management  or policies of such Person,  whether  through the
ownership of voting securities, by agreement or otherwise"

(b) "Assignment" shall have the meaning set forth in Section 14.1.

(c) "Btu"  means  one (1)  British  thermal  unit,  which is the  amount of heat
required  to raise the  temperature  of one (1) pound of water  from  fifty-nine
degrees Fahrenheit (59(0)F) to sixty degrees Fahrenheit (60(0)F).

(d) "Brea  Facility"  means the 5 MW landfill gas electric  generating  facility
located at the  Landfill  and owned by Brea,  as such  facility  may be expanded
pursuant to the terms hereof.

(e) "Business Day" shall have the meaning set forth in Section 7.3.

(f) "Buyer's Facilities" means the Brea Facility and the Olinda Facility.

(g) "Buyer's Taxes" shall have the meaning set forth in Section 3.4.

(h) "Claims" shall have the meaning set forth in Section 4.5.

(i) "Contract  Year" means a calendar year,  except with respect to the Contract
Year  beginning  with the  Effective  Date,  which year shall  commence  on such
Effective Date and shall end on the following December 31.

(j) "Day or "day"  shall mean a period of  twenty-four  (24)  consecutive  hours
beginning and ending at 8:00 am Pacific Prevailing Time ("PPT").

(k)  "Delivery  Point(s)"  has the meaning  assigned to that term in Section 4.1
hereof.

(l)  "Effective  Date"  shall  mean the day that the Olinda  Facility  commences
commercial  operation.  For purposes of this  definition,  commercial  operation
shall mean that the Olinda Facility is capable of generating electric energy.

(m)  "Environmental  Claim" means claims,  demands,  administrative  or judicial
proceedings,  notices of noncompliance  or violation,  consent orders or consent
agreements (i) relating to the Landfill or Seller's  Facilities,  the operations
or  activities  thereon or the use or occupancy  thereof,  (ii)  relating to the
Buyer's  Facilities  and the  operations  or  activities  thereon  or the use or
occupancy thereof, and (iii) arising out of any (A) past or present violation of
any  applicable  Environmental  Law,  (B)  action by a  Governmental  Entity for
enforcement, clean-up, removal, response or remedial action or damages, pursuant
to any Environmental  Law, or (C)  compensation,  or injunctive relief resulting
from  injuries to persons or property  due to  Hazardous  Substances  or alleged
violation of any Environmental Law.

(n)  "Environmental  Laws"  means  any  applicable  federal,   state,  or  local
governmental law, statute,  rule,  regulation,  order,  consent decree,  decree,
judgment, license, covenant, deed restriction, ordinance or other requirement or
standard  relating to  pollution  or the  regulation  or  protection  of health,
safety,  natural  resources or the environment,  including  without  limitation,
those  relating to releases,  discharges,  emissions,  injections,  leachings or
disposal of Hazardous  Substances or hazardous  materials  into the air,  water,
land, or groundwater,  or to the use,  handling,  treatment,  removal,  storage,
disposal,  processing,   distribution,  transport  or  management  of  Hazardous
Substances.

(o)  "Flare  Facilities"  means the  flares and all  related  equipment  used in
connection  with the  flares,  including  those  existing as of the date of this
Agreement and those that may be constructed in the future.

(p) "Force  Majeure"  means any  occurrence  beyond the control of a Party which
would cause that Party to be unable to perform  its  obligations  hereunder  and
which the Party has been unable to overcome  by the  exercise of due  diligence,
including  but  not  limited  to  flood,  drought,   earthquake,   storm,  fire,
pestilence, lightning and other natural catastrophes, epidemic, war, riot, civil
disturbance  or  disobediance,   strike,  labor  dispute,  act  or  inaction  of
Governmental  Entity,  fuel supply or material shortage,  or failure,  threat of
failure or sabotage of facilities, which have been maintained in accordance with
Good Engineering Practices.

(q) "Gas" means Landfill Gas or other gas of similar methane content meeting the
specifications set forth in Exhibit A, which is acquired by Seller and which may
be methane gas from landfill areas other than the Property.

(r) "Gas  Collection  System" shall mean the network of Landfill Gas  collection
headers,  interconnecting pipes, valves, monitoring and measuring equipment, and
any and all  equipment,  machinery  and  fixtures  currently  installed or to be
installed  at,  in or on the  Landfill  and used for or in  connection  with the
extraction,  collection,  production,  treatment,  selling  or  transporting  of
Landfill Gas up to the Delivery  Points,  and all  modifications,  replacements,
additions  and  expansions  thereof,  but  excluding  in all cases (i) the Flare
Facilities and (ii) the Brea Facility and Olinda Facility and all equipment used
in the production of electrical power.

(s) "Gas Lease  Agreement" means the Amended and Restated Gas Lease Agreement by
and between Seller and Landfill Owner dated as of December 14, 1993.

(t) "Good Engineering Practice" means any practices,  methods and acts which, in
the exercise of reasonable judgment in light of the facts known, or which in the
exercise of due  diligence,  should  have been known at the time a decision  was
made,  would have been  expected  to  accomplish  the  desired  result in manner
consistent with reliability,  safety, environmental protection,  expedition, and
applicable laws and regulations for similar  facilities  located in the State of
California.

(u)  "Governmental  Entity"  means  any  federal,   state,  local  or  municipal
governmental  body;  any  governmental,  regulatory  or  administrative  agency,
commission,  body or other  authority  exercising  or entitled  to exercise  any
administrative,  executive, judicial, legislative,  policy, regulatory or taxing
authority or power; or any court or governmental tribunal.

(v) "Hazardous  Substances" means any chemical,  substance,  material,  or waste
which is now or  becomes  listed,  defined  or  regulated  in any  manner by any
federal, state or local law based upon, directly or indirectly,  such chemicals,
substances,  materials or wastes being hazardous, harmful or potentially harmful
to human health or to the environment.

(w) "Interest Rate" means, for any date, the lesser of (a) the per annum rate of
interest  equal to the prime  lending rate as may from time to time be published
in The Wall Street  Journal under "Money Rates" on such day (or if not published
on such day on the most  recent  preceding  day on  which  published),  plus two
percent (2%) and (b) the maximum rate permitted by applicable law.

(x)  "Landfill"  means the  municipal  solid  waste  landfill  located in Orange
County,  California and referred to as the Olinda/Olinda Alpha Sanitary Landfill
as described more fully in Exhibit B.

(y) "Landfill Gas" means gas, composed of methane and other gaseous  substances,
generated  from the  decomposition  of refuse and other  solid  wastes  from the
Landfill and collected by Seller's Facility.

(z) "Landfill Owner" means the County of Orange, a political  subdivision of the
State of California, which owns and operates the Landfill.

(aa) "Minimum Daily Quantity" shall have the meaning set forth in Section 3.2.

(bb) "MMBtu" means one million (1,000,000) Btus.

(cc) "MW" means one million (1,000,000) watts.

(dd)  "Olinda  Facility"  means the proposed  landfill  gas electric  generating
facility to be located at the Landfill,  owned by Olinda,  and which is intended
to  produce  2.5 MW of  electrical  energy,  as such  facility  may be  expanded
pursuant to the terms hereof.

(ee) "Person" means any individual, Governmental Authority, corporation, limited
liability company, partnership, limited partnership, trust, association or other
entity.

(ff)  "Residual  Gas" shall mean all Landfill Gas purchased by Buyer that is not
used by Buyer to  generate  electricity  at either the Brea  Facility  or Olinda
Facility.

(gg)  "Royalty"  means a payment  equal to a  percentage  of the gross  revenues
generated by the sale of  electricity  from the Brea Facility  and/or the Olinda
Facility, as more fully described in Section 3.3.

(hh) "Seller's Facilities" means the Gas Collection System, the Flare Facilities
and all the equipment,  fixtures and other assets located in the space above the
Property which are owned,  operated,  leased or otherwise used by Seller for the
purpose of collecting,  processing, treating and delivering, or facilitating the
collection,  processing  and  delivery  of,  Gas  to  Buyer  (including  without
limitation the Delivery Point) or for the purpose of disposing of Residual Gas.

(ii) "Seller's Taxes" shall have the meaning set forth in Section 3.4.

(jj) "Utility"  shall mean Southern  California  Edison Company or any successor
thereto  or any  other  entity  that  has the  legal  obligation  of  delivering
electricity to end-use  electric  customers in the geographic  area in which the
Landfill is located.

2.2  References.  References in this Agreement to Exhibit,  Article,  or Section
numbers shall be to Exhibits,  Articles,  or Sections of this Agreement,  unless
expressly  stated to the  contrary.  References  in this  Agreement to "hereby,"
"herein,"  "hereinafter,"  "hereof,"  "hereunder,"  and words of similar  import
shall  be to this  Agreement  in its  entirety  and not  only to the  particular
Exhibit, Article, or Section in which such reference appears.

                     ARTICLE III: PURCHASE AND SALE OF GAS

3.1 Purchase and Sale.  Commencing on the Effective Date,  Seller shall sell and
deliver or cause to be delivered  exclusively to Buyer at the Delivery Points as
set forth in Section 4.1, and the Buyer shall purchase and receive,  or cause to
be  received,  from Seller at the Delivery  Points,  all the Gas produced by the
Landfill and collected by Seller via the Gas Collection System.  Seller shall be
deemed  to be in  control  and  possession  of the Gas and  responsible  for any
Seller's Taxes (as described in Section 3.4),  costs,  losses or charges imposed
on or associated with the Gas prior to the Delivery  Point.  Except as set forth
in Article  VIII,  Buyer shall be deemed to be in control and  possession of the
Gas and responsible for any Buyer's Taxes (as described in Section 3.4),  costs,
losses or charges imposed on or associated with the Gas at and from the Delivery
Point.

3.2 Minimum Daily Quantity. (a) Seller shall be obligated to sell and deliver to
Buyer,  Gas in  sufficient  quantities  to enable the Buyer to operate  the Brea
Facility and Olinda Facility at their current full rated capacity, such capacity
to be adjusted for expected and unexpected maintenance of the Buyer's Facilities
("Minimum  Daily  Quantity").  Seller's  failure to deliver such  Minimum  Daily
Quantity shall subject Seller to damages in accordance with Section 4.8 hereof

(b)  Notwithstanding  anything contrary  contained in this Section 3.2, if Buyer
desires to make any improvement or addition to the Buyer's Facilities that would
increase  the then  current  capacity  of the Buyer's  Facilities,  but does not
increase  such  facilities'  Gas usage,  then Buyer shall have the right without
Seller's consent or approval, to make such improvement or install such addition.
However, if such improvement or addition will increase the then current capacity
of the Buyer's  Facilities,  then Buyer and Seller shall confer in good faith to
determine whether and to what extent Gas of the required quality is available to
accommodate such increase. After such conference,  Buyer shall have the right to
make such  improvement  or install  such  addition  if such Gas of the  required
quality  is  available  or to alter its  proposed  improvement  or  addition  to
accommodate such available Gas.

(c) If Buyer's Gas usage  increases  pursuant to Section  3.2(b),  then such Gas
shall be part of the Minimum Daily Quantity.

3.3 Price.  Buyer shall pay to Seller for  delivery of Gas,  and for disposal of
Residual Gas in accordance with Article VIII, the following:

(a) For the  period  beginning  on the  Effective  Date  through  and  including
December 31, 2004:

(i) $60,000 per month (escalating at 3.7% annually beginning June 1, 2002); plus

(ii) a monthly Royalty equal to 9.5% of the monthly gross revenues  generated by
the sale of electricity from only the Olinda Facility (including such sales from
any future expansions of the Olinda Facility).

(b) For the period beginning on January 1, 2005 through December 31, 2018:

(i) a monthly  Royalty equal to 19% of the monthly gross  revenues  generated by
the sale of  electricity  from both the Brea  Facility  and the Olinda  Facility
(including  such sales from any future  expansions of the Olinda Facility and/or
the Brea Facility);  provided however,  that if in any Contract Year during this
period the annual  Royalty paid to Seller under this Section  3.3(b)(i) does not
equal or exceed  $720,000,  then Buyer shall make a payment to Seller,  no later
than the end of January of the next succeeding  Contract Year, equal to $720,000
minus the annual Royalty paid by Buyer in such Contract Year.

(ii) Any liquidated  damages owed by Seller to Buyer, and credited Buyer against
a Royalty due Seller as set forth in Section  7.1,  shall be included as Royalty
paid for  purposes  of  determining  whether  the  Royalty  equaled or  exceeded
$720,000 in any Contract Year.

3.4 Taxes. All production  (including ad valorem  production  taxes)  gathering,
severance or other tax,  excise or assessment  upon the  existence,  extraction,
processing,  treatment, production,  transportation or disposal of Gas delivered
hereunder,  now in existence or authorized  in the future for  collection by any
Governmental  Entity or duly constituted  authority  ("Seller's Taxes") shall be
paid entirely by Seller.  All sales,  utility or other tax, excise or assessment
upon or measured by Gas sold to Buyer hereunder, or Buyer's purchase,  ownership
or use of Gas, except for disposal of such Gas now in existence or authorized in
the  future  for  collection  by any  Governmental  Entity  or duly  constituted
authority  ("Buyer's Taxes"),  shall be paid entirely by Buyer. Each Party shall
indemnify,  defend and hold  harmless the other Party from and against any taxes
for which such Party is responsible pursuant to this Section 3.4.

3.5 Expansion of Buyer's Facilities.  The Parties acknowledge that the Buyer may
expand either or both the Brea Facility and the proposed  Olinda Facility beyond
their  current  rated  capacity  of 5 MW  and  2.5  MW  respectively.  If  Buyer
determines,  in its sole  discretion,  to expand  Brea and/or  Olinda,  it shall
provide such notice to Seller,  whereupon the Parties shall  determine,  in good
faith and within a reasonable time period,  whether sufficient Gas exists at the
Landfill to accommodate such expansion or expansions. Buyer shall have access to
any  Seller's  records or  information  reasonably  necessary  for  making  such
determination. If it is determined that sufficient Gas exists to accommodate the
expansion(s),  then  Buyer  shall  proceed  with  such  expansion,  at its  sole
discretion,  and the Gas  quantities  necessary  to enable  Buyer to operate the
expansion at full rated capacity shall be included in the Minimum Daily Quantity
Seller is  required to deliver,  the  failure of which shall  subject  Seller to
damages in  accordance  with Section 4.8. If  quantities  of Gas  sufficient  to
accommodate the expansion,  as  contemplated  by the Buyer, do not exist,  Buyer
shall have the right to proceed  with the  expansion  as amended and designed to
utilize the Gas that does exist on the  Landfill or, in the  alternative  and at
Buyer's  discretion,   Buyer  can  proceed  with  the  expansion  as  originally
contemplated  notwithstanding  insufficient  supplies of Gas and, in such event,
the Seller shall have no obligation to deliver Gas related to such  expansion in
quantities  above those  determined to exist at the Landfill.  If as a result of
the natural  expansion of the Landfill  such Gas  quantities  become  available,
Seller shall deliver such Gas to Buyer and such Gas quantities shall then become
part of and be included within the Minimum Daily  Quantity.  Buyer shall provide
Seller with  notice of its  intentions  regarding  any such  expansion  within a
reasonable time after the Parties have made the determinations  required by this
Section 3.5.

ARTICLE IV: DELIVERY

4.1 Delivery Point.  All Gas delivered by Seller to the Brea Facility and Olinda
Facility shall be delivered to the points further specified in Exhibit C.

4.2  Delivery  Pressure.  Seller  shall  deliver  Gas to the Brea  Facility at a
pressure of not less than seventy-five pounds per square inch gauge (75 psig) at
the Delivery Point and shall deliver Gas to the Olinda Facility at a pressure of
not less than one-half pounds per square inch gauge (0.5 psig).

4.3  Seller's  Electricity.  During  any time in  which  the  Brea  Facility  is
generating  electrical  power,  Buyer  shall  provide to  Seller,  at no cost to
Seller,  the lesser of (i) all electrical power required by Seller for operation
and  maintenance of Seller's Gas Collection  System (but not to exceed 1,000 KW)
or (ii) the  total  amount  (net of  internal  use) of  electrical  power  being
produced at the Brea Facility.  In addition,  Buyer shall, at Seller's  request,
pass  through  electrical  power  from the  Utility to  Seller,  across  Buyer's
electric  transmission  lines, at any time Seller requires more electrical power
than the Buyer is  required  to supply  under this  Section  4.3.  Seller  shall
promptly  reimburse the Brea  Facility for the cost of any such  electric  power
passed through from the Utility to the Seller. Buyer may offset any such amounts
owed by Seller from amounts owed to Seller hereunder.  Notwithstanding  anything
contrary in this Section, the Olinda Facility shall have no obligation to supply
Seller electrical power.

4.4  Title/Risk of Loss.  Except as set forth in Section 8.1,  title and risk of
loss to Gas shall pass to Buyer at the Delivery Points. Seller warrants title to
all Gas  delivered  hereunder,  that  Seller  has the right to sell and  receive
payments for such Gas and that such Gas shall be free from liens,  encumbrances,
and  adverse  claims of every kind prior to  delivery  at the  Delivery  Points,
including, but not limited to, liens to secure payment of production,  severance
and other taxes.

4.5 Indemnity.  Subject to Section 8.2, each Party shall  indemnify,  defend and
hold  harmless the other Party from any Claims  arising from any act or incident
occurring during the period when control and title to Gas is vested,  as between
the Parties as provided in Section  4.4,  in the  indemnifying  Party.  "Claims"
means all claims or actions, including Environmental Claims, threatened or filed
and, whether groundless, false or fraudulent, that directly or indirectly relate
to the  subject  matter of an  indemnity,  and the  resulting  losses,  damages,
expenses,  attorneys'  fees and court costs,  whether  incurred by settlement or
otherwise,  and whether such claims or actions are  threatened or filed prior to
or after termination of this Agreement.

4.6  Quality/Specifications.  All Gas  purchased  from and delivered to Buyer by
Seller hereunder shall meet the quality  specifications  set forth in Exhibit A.
Seller shall  monitor Gas quality in  accordance  with Section 6.2.  Buyer shall
have the right to reject,  without  obligation,  any Gas not in conformance with
such  specifications,  and, upon such rejection by Buyer,  Seller shall have the
right to reprocess, if possible, or shall otherwise be required to dispose of or
use such  non-conforming  Gas. Seller shall retain title to and the risk of loss
of all such rejected  non-conforming Gas. Buyer's rejection of Gas in accordance
with this Section 4.6 shall not relieve Seller of its obligations  under Section
3.1. In the event of such rejection, Seller shall be liable to Buyer pursuant to
Section 4.8 for any damages caused by such non-conforming Gas. Buyer may, at its
option,  elect to accept,  at any time or from time to time, Gas not meeting any
or all of such specifications;  provided however, that (i) such acceptance shall
not  constitute a waiver of Buyer's  continuing  right to refuse to take Gas not
meeting such  specifications  and (ii) Seller shall not be liable for any damage
to  Buyer's  Facility  resulting  in  whole  or in  part  from  Buyer's  use  of
non-conforming Gas.

4.7 Operator.  Seller  acknowledges  that  Ridgewood is the operator of the Brea
Facility and Olinda Facility. Seller agrees that Ridgewood shall be permitted to
act on behalf of Brea and Olinda  under this  Agreement in  connection  with the
performance  of such services for Buyer,  subject to the terms and conditions of
this  Agreement.  Brea and Olinda shall be responsible for the acts or omissions
of  Ridgewood,  and Seller  shall be entitled to rely on any notice or direction
given to it by Ridgewood.

4.8  Remedies for  Seller's  Failure to Deliver.  If Seller fails to deliver the
Minimum  Daily  Quantity and such failure is not excused by Force  Majeure or by
Buyer's  failure to perform,  then Seller  shall pay Buyer,  on the date payment
would  otherwise  be due in respect of the month in which the failure  occurred,
liquidated  damages  in an  amount  equal  to the  actual  out-of-pocket  losses
incurred by Buyer due to such failure to deliver, provided however, that (a) for
the period from the Effective  Date hereof  through and  including  December 31,
2004, such liquidated  damage payment shall not exceed $60,000 per month and (b)
for the period from January 1, 2005 through  December 31, 2018,  such liquidated
damages  payment  shall not exceed in any one month fifty  (50%)  percent of the
Royalty.  The  invoice  for  such  amount  shall  include  a  written  statement
explaining  in   reasonable   detail  the   calculation   of  any  such  amount.
Notwithstanding  anything  contrary in this  Section  4.8,  Seller  shall not be
subject to liquidated  damages,  as set forth herein, for failure to deliver the
Minimum Daily  Quantity for a total of  twenty-four  (24) hours during any month
due  specifically  and only to either an unplanned  outage of the Gas Collection
System or to minor  routine  maintenance,  provided  however,  that  such  minor
maintenance shall be taken (a) upon twenty-four hours prior notice to Buyer, (b)
in no less than one hour increments, and (c) only during non-peak hours, defined
as the hours between 11:00 pm PPT and 7:00 am PPT and weekends and holidays.  In
the event of an unplanned outage, Seller shall provide notice to Buyer providing
sufficient  detail  regarding the outage,  including the causes  thereof and the
period of such outage.  Seller shall not be entitled to utilize such twenty-four
hour period,  or any un-used portion  thereof,  for any other failure to deliver
other than an unplanned outage or minor routine maintenance.

                      ARTICLE V: OPERATION AND MAINTENANCE

5.1 Seller.  Seller shall,  at its own expense and  regardless of who may be the
operator of Seller's  Facilities  (which operator shall be a prudent operator in
the  industry),  maintain,  operate,  and preserve  Seller's  Facilities in good
working order and condition,  ordinary wear and tear excepted, and in conformity
with Good Engineering Practices,  applicable laws, rules and regulations. Seller
shall  obtain  or cause to be  obtained,  and  shall  comply  with,  any and all
governmental and other authorizations or permits necessary to locate and operate
Seller's Facilities and to collect,  process,  treat and sell Gas and dispose of
Residual Gas, as required hereunder.

5.2 Buyer.  Buyer shall,  at its own expense,  maintain,  operate,  and preserve
Buyer's  Facilities at all times in good working order and  condition,  ordinary
wear and tear  excepted,  and in  conformity  with Good  Engineering  Practices,
applicable  laws,  rules  and  regulations.  Buyer  shall  obtain or cause to be
obtained,   and  shall  comply  with,  any  and  all   governmental   and  other
authorizations or permits necessary to locate and operate Buyer's Facilities and
conduct Buyer's business, and purchase and use Gas.

5.3 Scheduled  Major  Maintenance.  The Parties shall use reasonable  efforts to
schedule major  maintenance for their  respective  facilities and, to the extent
possible, coordinate major maintenance to minimize interruptions in the delivery
and  acceptance  of Gas  hereunder or in the  production  and sale of electrical
energy from  Buyer's  Facilities.  The Parties  shall  establish  and agree to a
schedule of major  maintenance  for each  Contract Year at the beginning of such
year.  Any changes to such schedule shall be made upon not less than thirty (30)
days notice.

                       ARTICLE VI: MEASUREMENT AND TESTING

6.1      Metering.

(a) Seller shall install and maintain metering and other appropriate  facilities
for the purpose of measuring  the volume and Btu content of all Gas delivered by
Seller to Buyer  pursuant  to this  Agreement.  Buyer  shall have access to such
metering and Seller shall  continuously  measure the volume of Gas  delivered to
Buyer at the  Delivery  Points and shall  sample such Gas to  determine  its Btu
content on a daily basis.

(b) Seller shall calibrate the metering facilities,  and adjust, clean or repair
such  facilities to eliminate any  inaccuracy,  on the first working day of each
calendar  quarter or more  frequently as Seller may determine.  Buyer shall have
the right to request a special  calibration of Seller's  metering  facilities at
any reasonable time;  however,  if any such special  calibration shows that such
metering facilities were registering within five percent (5%) accuracy, then the
cost of such  special  calibration  shall be borne by  Buyer.  In the  event any
calibration  of a metering  facility does not register  within five percent (5%)
accuracy,  then the volume and/or Btu content of Gas  theretofore  delivered and
received shall be recalculated and corrected to eliminate the entire  inaccuracy
for any period of inaccuracy  definitely known. If any such period of inaccuracy
is not definitely known, then such recalculation shall only be made for a period
covering one-half of the elapsed time since the last calibration,  not to exceed
a period of forty-five (45) days.

         6.2      Testing.

(a) Seller shall  monitor and test the Gas at the  Delivery  Points daily at its
expense for purposes of determining whether the quality specifications set forth
in Exhibit A are being met. The results thereof shall promptly be made available
to Buyer and will be deemed  conclusive  unless Buyer requests a re-test.  Buyer
shall have the right to test or re-test  the Gas for said  purposes  through the
services  of an  outside  independent  laboratory.  If Buyer  requests a test or
re-test of the Gas,  Buyer  shall pay the cost of such test or re-test if Gas is
found to meet the quality  specifications  set forth in Exhibit A; otherwise the
Seller shall pay the costs.  It is understood and agreed that both parties shall
have access to any test results and shall have the right to be  represented  and
to witness all tests as well as the right to inspect and test any  equipment  in
determining Gas quality.

(b) Each  Party  shall  have the right to have its  representatives  and  agents
present  at  any  installing,  changing,  inspecting,  testing,  calibrating  or
adjusting  done in  connection  with the metering  facilities  used in measuring
deliveries  of  Gas  hereunder.  The  records  and  charts  from  such  metering
facilities shall remain the property of Seller, but Buyer, upon reasonable prior
notice to Seller,  shall have rights to full  access to such  records and charts
together with  calculations  for  inspection and  verification,  and may, at its
expense, copy such records or charts.

(c) The Btu content of the Gas delivered in any month  hereunder  shall be equal
to the sum of the MMBtus  delivered  in each day during such  month.  The MMBtus
delivered  in each day shall be  calculated  by taking  the  product  of (i) the
volume of Gas delivered  during each day (as such  information  is obtained from
the meters) and (ii) the Btu content of the Gas sample taken on such day.

                              ARTICLE VII: PAYMENT

7.1  Statement/Payment.  On or before the twenty-fifth  (25th) day of each month
Buyer shall furnish to Seller a statement and payment for deliveries of Gas made
during the prior month. Such statement shall provide,  in reasonable detail, the
methodology  used by Buyer to  calculate  the  payment  and/or  Royalty for such
month.  In  addition,  such  statement  shall also show  whether any  liquidated
damages,  as set forth in  Section  4.8,  are due for the  preceding  month from
Seller,  which  damages,  if any, shall be credited  against  amounts due Seller
under such statement.  Any amounts not paid by Buyer by the due date will accrue
interest at the Interest Rate, such interest to be calculated from and including
the due date to, but excluding, the date the delinquent amount is paid.

7.2 Estimated Statement.  If all information required for statement purposes for
any month is not  available  in time for Buyer to prepare the  statement,  Buyer
shall  prepare a statement  and pay Seller  based upon an  estimated  statement.
Buyer shall, as soon as thereafter possible,  submit a corrected statement.  Any
overpayment  by Buyer pursuant to such  estimated  statement  shall be credited,
with interest at the Interest Rate, against Buyer's payment  obligations for the
next month, and any  underpayment,  with interest at the Interest Rate, shall be
included in the next monthly statement.

7.3  Disputes  and  Adjustments.  A  Party  may,  in  good  faith,  dispute  the
correctness  of any  statement or any  adjustment  thereto  rendered  under this
Agreement or adjust any statement  for any  arithmetic  or  computational  error
within  twelve  (12)  months  of the  date the  statement,  or  adjustment,  was
rendered.  If a statement or portion  thereof,  or any other claim or adjustment
arising  hereunder,  is  disputed,  payment  of the  undisputed  portion  of the
statement  shall be required to be made when due,  with notice of the  objection
given to the other Party. Any dispute or adjustment shall be made in writing and
shall state the basis for the  dispute or  adjustment.  Payment of the  disputed
amount shall not be required until the dispute is resolved.  Upon  resolution of
the dispute,  any required payment shall be made within two (2) Business Days of
such  resolution  along  with  interest  accrued at the  Interest  Rate from and
including the due date to but excluding the date paid. Inadvertent  overpayments
shall  be  returned  upon  request  or  deducted  by the  Party  receiving  such
overpayment from subsequent payments, with interest accrued at the Interest Rate
from and including the date of such overpayment to but excluding the date repaid
or deducted by the Party receiving such overpayment. Any dispute with respect to
an invoice is waived unless the other Party is notified in accordance  with this
Section  7.3 within  twelve  (12)  months  after the  invoice is rendered or any
specific adjustment to the invoice is made.  "Business Day" means any day except
a Saturday, Sunday, or a Federal Reserve Bank holiday.

7.4 Audit.  Each Party (and its  Representatives)  shall have the right,  at its
sole  expense and during  normal  working  hours,  to examine the records of the
other  Party  relating  to this  Agreement  but  only to the  extent  reasonably
necessary to verify the accuracy of any statement,  charge or  computation  made
pursuant to this Agreement. If requested,  each Party shall provide to the other
Party  statements  evidencing the quantities of Gas delivered or received at the
Delivery  Points.  If  any  such  examination  reveals  any  inaccuracy  in  any
statement,  the necessary adjustments in such statement and the payments thereof
will be promptly  made and shall bear  interest  calculated at the Interest Rate
from the date the  overpayment or  underpayment  was made until paid;  provided,
however,  that no  adjustment  for any  statement or payment will be made unless
objection to the  accuracy  thereof was made prior to the lapse of one year from
the delivery of such Gas at the Delivery Points; and provided further, that this
Section will survive any  termination of this Agreement for a period of one year
from the date of such  termination for the purpose of such statement and payment
objections.

                           ARTICLE VIII: RESIDUAL GAS

8.1 Residual Gas. As partial  consideration  for the provision of Gas hereunder,
Seller shall assume full responsibility for and shall perform all obligations of
Buyer to  transport  and  combust  or  otherwise  dispose of such  Residual  Gas
purchased  by  Buyer  all  in  compliance   with  applicable   laws,   including
Environmental Laws, regulations and permits.

8.2 Environmental  Indemnity.  Notwithstanding  Section 4.5 hereof, Seller shall
protect, defend, indemnify and save harmless Buyer, from, against and in respect
of, any and all Claims,  including Environmental Claims, and reasonable expenses
for  accounting,  consulting,  engineering,  investigation,  cleanup,  response,
removal and/or disposal and other remedial costs, directly or indirectly imposed
upon, incurred by or asserted against Buyer arising out of or in connection with
any Claim(s) by any other party or parties  (including,  without  limitation,  a
Governmental Entity),  arising out of or in connection with Seller's possession,
transportation,  use or  disposal  of  Residual  Gas,  except to the extent such
Claims are due to Buyer's negligence or willful misconduct.

                             ARTICLE IX: LIMITATIONS

9.1 Limitation of Remedies,  Liability and Damages.  EXCEPT AS SET FORTH HEREIN,
THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND
ANY AND ALL IMPLIED  WARRANTIES  ARE  DISCLAIMED.  THE PARTIES  CONFIRM THAT THE
EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT  SATISFY THE
ESSENTIAL  PURPOSES  HEREOF.  FOR BREACH OF ANY  PROVISION  FOR WHICH AN EXPRESS
REMEDY OR  MEASURE OF DAMAGES IS  PROVIDED,  SUCH  EXPRESS  REMEDY OR MEASURE OF
DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR'S LIABILITY SHALL BE
LIMITED AS SET FORTH IN SUCH  PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW
OR IN EQUITY  ARE  WAIVED.  IF NO REMEDY OR  MEASURE  OF  DAMAGES  IS  EXPRESSLY
PROVIDED HEREIN OR IN A TRANSACTION, THE OBLIGOR'S LIABILITY SHALL BE LIMITED TO
DIRECT  ACTUAL  DAMAGES ONLY,  SUCH DIRECT ACTUAL  DAMAGES SHALL BE THE SOLE AND
EXCLUSIVE  REMEDY  AND ALL OTHER  REMEDIES  OR  DAMAGES  AT LAW OR IN EQUITY ARE
WAIVED.  UNLESS  EXPRESSLY  HEREIN  PROVIDED,  NEITHER PARTY SHALL BE LIABLE FOR
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS
OR OTHER BUSINESS INTERRUPTION  DAMAGES, BY STATUTE, IN TORT OR CONTRACT,  UNDER
ANY INDEMNITY  PROVISION OR OTHERWISE.  TO THE EXTENT ANY DAMAGES REQUIRED TO BE
PAID  HEREUNDER ARE  LIQUIDATED,  THE PARTIES  ACKNOWLEDGE  THAT THE DAMAGES ARE
DIFFICULT OR IMPOSSIBLE TO DETERMINE,  OR OTHERWISE OBTAINING AN ADEQUATE REMEDY
IS INCONVENIENT  AND THE DAMAGES  CALCULATED  HEREUNDER  CONSTITUTE A REASONABLE
APPROXIMATION OF THE HARM OR LOSS.

                            ARTICLE X: FORCE MAJEURE

10.1 Force Majeure. If either Party is rendered unable by Force Majeure to carry
out,  in whole or part,  its  obligations  (other  than the  obligation  to make
payments due and outstanding) under this Agreement, such Party shall give notice
orally to the other Party as soon as  reasonably  practicable,  followed  within
five (5) Business  Days  thereafter by a written  notice  setting forth the full
details of the cause or causes constituting such Force Majeure.  The obligations
of the Party  affected by such Force Majeure  (other than the obligation to make
payments  then due or  becoming  due with  respect to  performance  prior to the
event) shall be suspended to the extent made  necessary,  and for no longer than
is required,  by the cause or causes constituting such Force Majeure.  The other
Party,  within ten Business Days after receipt of such written notice,  may give
written notice that it disputes the existence of Force Majeure.

10.2 Remedy for Force  Majeure.  The Party  affected by the Force  Majeure shall
initiate and continue  commercially  reasonable good faith efforts to remedy the
Force  Majeure  with  all  reasonable  dispatch;  provided,  however,  that  the
settlement of strikes,  lockouts or other labor disputes shall be totally within
the discretion of the affected Party.

10.3  Continuance  of Force  Majeure.  If an event  of Force  Majeure  affecting
performance  by either Party  persists  for a continuous  period of more than 12
months,  the other Party shall have the right, upon not less than three Business
Days' prior written  notice,  to terminate this Agreement and the obligations of
the Parties hereunder,  except those rights and obligations  specifically stated
to continue after termination.

                     ARTICLE XI: SALE OF SELLER'S FACILITIES

11.1 Sale of Seller's Facilities.  If Seller, for any reason and within its sole
and exclusive judgment,  determines that its continued  ownership,  operation or
use of Seller's  Facilities  is no longer is in its best  interest,  economic or
otherwise,  Seller shall provide written notice to Buyer of such  determination.
Upon  receipt of such  written  notice,  Buyer  shall have  ninety  (90) days to
determine  whether it desires,  for a purchase price of one dollar  ($1.00),  to
purchase  Seller's  Facilities and assume Seller's  rights and obligations  with
respect to such facilities. If Buyer decides not to make such purchase, it shall
provide  Seller with written  notice of such  determination  and, in such event,
within thirty (30) days from  Seller's  receipt of such notice,  this  Agreement
shall  terminate  without  liability or penalty,  except as otherwise may be set
forth in this Agreement.

11.2  Buyer's  Due  Diligence.  During the ninety (90) day period  described  in
Section 11.1,  Seller shall  provide Buyer with access to all Seller's  records,
books and accounts as Buyer may  reasonably  request,  including but not limited
to, any filings, reports or other documents filed with the Landfill Owner or any
Governmental  Entity  regarding  the  Landfill  or  Seller's  Facilities  or any
Environmental Claim relating thereto. In addition,  Buyer shall have full access
to Seller's Facilities and shall be permitted to conduct any tests,  assessments
or investigations  it determines is necessary,  at its sole cost and in its sole
discretion. Seller shall cooperate fully with Buyer during this period and shall
be reimbursed  by Buyer for the  reasonable  and  verifiable  costs  incurred by
Seller with respect to such cooperation.

                   ARTICLE XII: EVENTS OF DEFAULT AND REMEDIES

12.1  Event of Default  Defined.  Any one or more of the  following  shall be an
"Event of Default" under this Agreement:

(a) Failure by Seller or Buyer to pay any amount due on the date  specified that
such payment is due and payable which failure shall have  continued for a period
of five (5) Business Days after  written  notice of such failure shall have been
given to the defaulting party by the non-defaulting party.

(b)  Failure by Seller or Buyer to  observe or perform to a material  extent any
covenant,  condition,  or  agreement  on their part to be observed or  performed
hereunder,  other than a payment  default by Seller or Buyer as described in the
foregoing subsection (A), for a period of ten (10) Days after the non-defaulting
party has given written notice  specifying  such failure,  requesting that it be
remedied, and stating that it is a notice of default; provided, however, that if
the default is such that it cannot be corrected within the applicable period, it
shall not  constitute  an Event of  Default  until  ninety  (90) Days after said
default if corrective  action is instituted by the party in default  within such
ten (10) day period and diligently  pursued until the default is corrected.  The
foregoing notwithstanding, the defaulting party shall remain liable to the other
party for any damages  incurred during the period beginning on the date on which
the failure of  performance  occurred  through the date on which  performance is
cured.

(c) The institution by Seller or Buyer of proceedings to be adjudicated bankrupt
or  insolvent,  or  the  consent  by it to  the  institution  of  bankruptcy  or
insolvency  proceedings  against  it, or the filing of a  petition  or answer or
consent seeking  reorganization  or relief under the federal  Bankruptcy Code or
any other applicable federal or state law, or the consent by it to the filing of
such  petition  or to  the  appointment  of a  receiver,  liquidator,  assignee,
trustee,  sequestrator, or similar official or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the taking of action by any of
them in furtherance of any such action.

(d) Any material breach of any representation made in this Agreement by a Party.

12.2 Termination  Remedies on Default.  In addition to any other right or remedy
of the  Parties,  Buyer and Seller  shall each have the right,  by notice to the
other Party,  to terminate this Agreement if the other Party commits an Event of
Default.

                             ARTICLE XIII: INSURANCE

13.1 Insurance  Policies.  During the Term, Buyer shall keep Buyer's  Facilities
and  activities,  and Seller  shall keep  Seller's  Facilities  and  activities,
insured against loss or damage by fire or other casualty, with extended coverage
as  shall  from  time  to time  be  commercially  available  and  customary  for
facilities of a similar  type,  and otherwise in the type and amount of coverage
required under the Landfill Gas Lease.  As of the Effective Date, and thereafter
for the Term,  each Party,  at its sole cost and expense,  shall  maintain broad
form general public  liability  insurance  against all claims for bodily injury,
death  or  property  damage,  occurring  upon,  in or  about  the  such  Party's
facilities,  in the minimum amount of $2 million per occurrence.  such insurance
shall  include  coverage  for  premises   operations,   contractual   liability,
explosion,  collapse,  underground  property damage and broad form comprehensive
general liability.

13.2  Additional  Insured.  All policies  described in Section 13.1  obtained by
Buyer shall name  Seller,  and the  Landfill  Owner if required by the Gas Lease
Agreement,  and all policies  described in Section 13.1 obtained by Seller shall
name Buyer as additional  insureds as their  interests may appear,  inclusive of
third  party  claims for  bodily  injury or  property  damage  arising  from the
insuring party's  performance under the Agreement.  All insurance to be provided
by each Party  hereunder is primary and not in excess of, or  contributing  with
any insurance of the other Party, nor does such insurance create a limitation on
any liability under this  Agreement.  Buyer shall provide Seller its certificate
of insurance  evidencing  the insurance  required  hereunder at the beginning of
each policy period.

                           ARTICLE XIV: MISCELLANEOUS

14.1 Assignment.  (a) Neither Party shall assign, delegate or otherwise transfer
(collectively,  an  "Assignment")  this  Agreement  or  any  of  its  rights  or
obligations  hereunder  without the prior  written  consent of the other  Party,
which consent shall not be unreasonably withheld or delayed. Notwithstanding the
foregoing,  either Party may,  without the need for consent from the other Party
(and,  except as hereinafter  provided,  without relieving itself from liability
hereunder),  make an  Assignment  of this  Agreement to (i) an Affiliate of such
Party, or (ii) any Person acquiring or succeeding to all or substantially all of
the  assets of such  Party.  Any  assignee  of all or any  portion  of a Party's
interest  hereunder  shall  assume and agree in  writing  to perform  all of the
obligations of its assignor  arising  hereunder after the effective date of such
Assignment. No Assignment of all or any portion of a Party's interest under this
Agreement  shall  relieve such Party from  obligations  or liability  hereunder,
except that an  Assignment  pursuant to Section  14.1(a)(ii)  shall  relieve the
assigning  Party of any  obligation  or liability  arising  hereunder  after the
effective  date of the  Assignment,  provided  that the assignee has assumed the
obligations of the assigning  Party as provided in the preceding  sentence.  Any
Party making an Assignment  pursuant to this Section 12.1 shall promptly  notify
the other Party thereof and furnish such Party a copy of such Assignment.

(b) This Agreement shall inure to the benefit of and be binding upon the Parties
and their respective successors and permitted assigns.

14.2 Integration;  Amendment. This Agreement constitutes the entire agreement of
the Parties relating to the subject matter hereof. There are no promises, terms,
conditions,  obligations,  or warranties other than those contained herein. This
Agreement supersedes all prior communications,  representations,  or agreements,
oral or written,  among the Parties relating to the subject matter hereof.  This
Agreement may not be amended except in writing signed by the Parties.

14.3  Severability.  Any  provision of this  Agreement,  which is  prohibited or
unenforceable  in  any  jurisdiction,   shall,  as  to  such  jurisdiction,   be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining   provisions  of  this  Agreement,   and  any  such
prohibition  or  unenforceability  in any  jurisdiction  shall not invalidate or
render unenforceable such provision in any other jurisdiction

14.4 Notices and Consents. All notices, requests,  demands, claims, consents and
other  communications  or  deliveries  hereunder  shall  be in  writing  and (a)
delivered in person or by courier,  (b) sent by facsimile  transmission,  or (c)
mailed certified first class mail, postage prepaid, return receipt requested, to
the appropriate party at the following addresses:

                  Ridgewood Power Management, LLC
                  c/o Chief Operating Officer
                  947 Linwood Avenue
                  Ridgewood, NJ 07450
                  (201) 447-9000
                  (201) 447-0474 (Fax)

                  GSF Energy, LLC
                  c/o LFG Management Services, LLC
                  400 Fairway Drive, Suite 150
                  Moon Township, PA 15108
                  Fax: 412-393-1262
                  Attn:  President

or such other  address  as a Party may  designate  to the other  Party by notice
given as provided  herein.  Such notices  shall be effective (i) if delivered in
person or by courier,  upon actual  receipt by the intended  recipient,  (ii) if
sent by facsimile transmission,  when the sender receives confirmation that such
notice  was  received  at the  facsimile  number of the  addressee,  or (iii) if
mailed, upon the date of delivery as shown by the return receipt therefore.

14.5  Multiple  Counterparts.  This  Agreement  may be  executed  in two or more
counterparts,  each of which  shall be  deemed an  original,  and it will not be
necessary  in making proof of this  Agreement or the terms of this  Agreement to
produce or account  for more than one of such  counterparts,  provided  that the
counterpart produced bears the signature of the party sought to be bound.

14.6 No Third  Party  Beneficiary  Rights.  Nothing in this  Agreement  shall be
deemed to grant any third party  beneficiary or similar rights to any Person not
a signatory to or contemplated by this Agreement.

14.7  Waiver.  Any  waiver at any time by either  Party of its  rights,  duties,
and/or  obligations  with respect to any default under this  Agreement,  or with
respect to any other matter arising out of or in connection with this Agreement,
shall  not be  deemed a  continuing  waiver  nor a waiver  with  respect  to any
subsequent default or other matter.

14.8 Governing Law. This Agreement  shall be interpreted in accordance  with and
governed  by the laws of the  State of  California,  without  giving  effect  to
principles of conflicts of law.

         14.9 Survival. The rights and obligations of the Parties as described
in Section 4.5, Section 8.2 and Section 9.1 shall survive termination of this
Agreement, including but not limited to, termination pursuant to Section 11.1.

         IN WITNESS WHEREOF, the Parties have set their hands as of the date
first above written.

                       RIDGEWOOD POWER MANAGEMENT, L.L.C.


                       By:_______________________________
                              Name: Martin V. Quinn
                   Title: Executive Vice President and Chief Operating Officer

                                GSF ENERGY, L.L.C.
                      By: LFG  Management Services, LLC, Its Manager

                        By:_____________________________
                        Name:___________________________
                       Title:____________________________



<PAGE>


         EXHIBIT A
         Landfill Gas Specifications

                           BREA FACILIITY                     OLINDA FACILITY

Methane (CH4)              Minimum of 50%                     Minimum of 43%
Nitrogen (N2)                ( 0% - 6%)                       (10% - 15%)
Oxygen (O2)                  (0% - 3%)                        ( 0% - 5%)
Carbon Dioxide (CO2)       Minimum of 40%                     Minimum of 36%
Heating Value BTU / SCF
         (Dry)             (Minimum of 500                    Minimum of 430
Delivery Pressure to Plant
         (psig)              75 maximum                        0.5 Minimum

Typical operations of the Brea Facility will require the landfill gas stream
delivered by the Seller to be treated by the selexol process, which is currently
implemented within the Seller's Gas Collection System.


<PAGE>


                                                     EXHIBIT B
         Description of the Landfill and the Property

(See Attachment)

The Landfill is comprised of the two portions  described below. The two portions
are collectively known as the Olinda/Olinda  Alpha Sanitary Landfill.  Following
is a general  description of the refuse fill area within the Olinda/Olinda Alpha
Sanitary  Landfill located in the County of Orange,  State of California as well
as an outline of the general location of such canyons on a plot plan.

The Olinda Canyon  portion of the Landfill  contains one hundred  thirty - eight
(138) acres, more or less; described as:

The South half of Northeast  quarter and the North half of the Southeast quarter
and the East  half of the  Southwest  quarter  and a  portion  of the  Northwest
quarter of  Section 5,  Township  3 South,  Range 9 West,  S.B.B.  & M., and the
Southwest  quarter of the  Northwest  quarter of Section of 4, Township 3 South,
Range 9 West, S.B.B. & M.

The Alpha  Canyon  portion of the Landfill  contains  one hundred  fifty - seven
(157) acres, more or less; described as:

The Southeast quarter of Section 5, Township 3 South, Range 9 West, S.B.B. & M.,
and the South  half of the  Northwest  quarter  and a portion  of the  Southwest
quarter  Section 4, Township 3 South,  Range 9 West, S.B. B. & M., and a portion
of the Northeast quarter of Section 8, Township 3 South,  Range 9 West, S.B.B. &
M.





<PAGE>


                                                     EXHIBIT C
         Delivery Point Description

(See Attachment)

BREA FACILITY Flow Element 101 is located between the GSF Gas Recovery Plant and
the Brea Facility. The flow element consists of a flanged mass flow meter with a
304 Stainless Steel meter run, pressure and temperature transducers.



OLINDA  FACILITY Flow Element 202 is located  between the Flare Facility and the
Olinda Facility. The flow meter consists of a flanged mass flow meter with a 304
Stainless Steel meter run, pressure and temperature transducers.