Exhibit 10.39


                   MODIFICATION TO THE POWER PURCHASE CONTRACT

                                   CAESS-CWEL

BY MEANS OF THIS  INSTRUMENT,  WE, BENJAMIN  SALVADOR  VALIENTE  ARGUETA,  Civil
Engineer,  74  years  old,  of  this  domicile,  acting  on  behalf  of  and  in
representation  of, in his  capacity  of  President  of  COMPANIA  DE  ALUMBRADO
ELECTRICO DE SAN SALVADOR, S.A. DE C.V., of this domicile,  hereinafter referred
to as "CAESS" , and, DEISY REYNOSA, with a degree in Economics, 36 years old, of
this domicile,  acting on behalf of and in representation of, in her capacity as
President  and  Director  of the  company  CONTINENTAL  WASTE  CONVERSION  DE EL
SALVADOR,  S.A.  DE  C.  V.,  of  this  domicile,  hereinafter  referred  to  as
"GENERATOR" or "CWEL", agree to the following:

ANTECEDENTS

I    On December 29, 1995,  CAESS  together with  CONTINENTAL  WASTE  CONVERSION
     INC.,  domiciled  in  Calgary,  Canada  (hereinafter  referred to as "CWI')
     entered  into a  CONTRACT  FOR THE  SUPPLY OF POWER AND  ELECTRICAL  ENERGY
     (hereinafter  referred to as the  "Original  Contract")  whereby CWI or its
     subsidiary in EI Salvador,  is bound to sell to CAESS and CAESS is bound to
     buy, the total Net Power  Capacity  produced by GENERATOR  for a term of 15
     years,  renewable,  starting from the Commencement Date specified in clause
     4.3 of the referred  Original  Contract  The  Original  Contract is a B.O.O
     type, which initials in English stand for BUILDING, OWNING AND OPERATING.

II   On July  16,  1996,  CWI  notified  CAESS  of the  incorporation  of  their
     subsidiary  company  in the  Republic  of EI  Salvador,  CONTINENTAL  WASTE
     CONVERSION  DE  EL  SALVADOR,  S A de  C.V.,  who  would  be in  charge  of
     fulfilling  the  rights  and  obligations  of CWI,  pursuant  to the  terms
     contained in the Original Contract .

III  On October 10, 1996, the General Law of Electricity was issued (hereinafter
     referred to as the "Law"), which determines the obligations, procedures and
     regulations  to be observed  and  adhered to by  companies  generating  and
     distributing electricity in EI Salvador

IV   Due to the above circumstances and as agreed mutually by the parties, it is
     deemed  necessary  to modify the  Original  Contract  to reflect  these new
     circumstances and to better comply with the parties'  interests  Therefore,
     the  parties  agree  upon  the  following  modifications  to  the  Original
     Contract.


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Modification to the Power Purchase Contract CAESS-CWEL                  Page 2


MODIFICATIONS TO THE CONTRACT

The Original Contract must be interpreted  congruously with these  modifications
and in the event of any discrepancy,  the provisions  contained in this document
shall prevail. For better understanding of this Contract, this document contains
all the provisions  agreed upon whereby the clauses  preceded by an asterisk (*)
correspond to those of the Original Contract.

ARTICLE  1- DEFINITIONS

GENERATOR'S CREDITORS

                    means any  financial  institution,  including in an explicit
                    manner but not limited to the World Bank, the  International
                    Financing Society, the Interamerican Bank for Development or
                    the  Export  -Import  Bank of the  United  States  of  North
                    America  and any  investors  who may provide  financing  for
                    construction  and/or permanent  financing,  including senior
                    and/or  subordinated  debt and/or equity for the  Generating
                    Facility.

YEAR

                    means one calendar year

CONTRACTUAL YEAR

                    means any period of twelve  (12)  months  commencing  on the
                    Commercial In-Service Date or on its anniversary date.

 EXCESS AMOUNT

                    Its definition is provided in clause 6.4
 
MINIMUM INTAKE QUANTITY    
PER MONTH

                    Its definition is provided in clause 2.2

INTERNAL LOAD

                    means  the   electrical   requirements   of  the  Generating
                    Facility,  associated equipment and supporting facilities of
                    same

LETTER OF CREDIT

                    means a  confirmed,  irrevocable  and  revolving  Letter  of
                    Credit issued and payable to GENERATOR by a commercial bank,
                    which is  acceptable  to  GENERATOR.  In  accordance  to the
                    Letter of Credit, payments will be made to GENERATOR subject
                    to  solely  submitting  a  certificate  to the  issuer  bank
                    indicating  that a) under this  contract,  GENERATOR has not
                    received payment from CAESS (specifying amount); or b) CAESS
                    has not reissued the Letter of Credit in an amount in United
                    States  currency equal to the original amount of the pending
                    Letter of Credit, before its expiration or termination;  and
                    c).




 
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Modification to the Power Purchase Contract CAESS-CWEL                 Page 3

                    CAESS has received  written notice from GENERATOR  demanding
                    that the Letter of Credit will become effective in a maximum
                    period of 48 hours in the event such default  continued  The
                    Letter  of Credit  must  have an  expiry  date that does not
                    occur prior to the 12 months  following its date of issuance
                    The Letter of Credit ( or any  replacement of the same) will
                    have to be,  in all  aspects,  both in  content  and  value,
                    satisfactory to GENERATOR's opinion.

FINANCIAL CLOSURE

                    Is the execution of financing  contracts  with  Creditors of
                    GENERATOR and the  compliance or waivers of every  provision
                    which is conditional to the  availability  of funds, in such
                    contracts.

 COLONES

                    means the legal currency in EI Salvador.

CONTRACT

                    means  the   Original   Contract   together   with  all  its
                    appendices,  the modifications incorporated in this document
                    and any  future  amendment  done in  writing  and  with  the
                    corresponding approval of the parties.

ORIGINAL CONTRACT

                    means the  contract  executed on  December  9, 1995  between
                    CAESS and Continental Waste Conversion Inc.

EMERGENCY

                    means a condition or situation  which affects the ability of
                    CAESS or  GENERATOR  or which UT consider  that  affects the
                    transmission  system to comply  with  their  obligations  to
                    maintain a safe, adequate and continuous electrical service.

ELECTRICAL ENERGY 

                    is defined as the  electricity  generated by the  Generating
                    Facility and is measured in kilowatt-hour (kWh).

EXECUTION DATE

                    means  the  date  when  the  modifications  to the  Original
                    Contract established in this document are executed.

POWER FACTOR* 

                    is the  quotient by  dividing  the  Electrical  Power by the
                    Apparent Power.

COMMERCIAL IN-SERVICE 
DATE   

                    It refers to the date when the Generating  Facility is first
                    brought into commercial  service following the Commissioning
                    Period and the  satisfactory  compliance of the Steady Power
                    Test  Period  and the  electrical  connection  to  CAESS  as
                    described in this Contract.

SYNCHRONIZATION DATE

                    means the date  when the  Generating  Facility  is placed in
                    parallel operation with the transmission system and/or


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                    CAESS' electrical system.

FORCE MAJEURE 

                    has the meaning assigned in Article I5.

PAYMENT GUARANTEE

                    means the document described in clause 6.5 (g).

NON-COMPLIANCE 

                    means the occurrence of an event as described in Article 14.

GENERATING FACILITY 

                    means the plant and equipment, owned or leased, by GENERATOR
                    to  generate  and supply  electrical  energy to the Point of
                    Delivery, which is schematically described in Appendix A.

MONTHLY INVOICE 

                    has the meaning described in Clause 6.5 (g).

MRS - PRICING OF THE 
ELECTRICAL ENERGY AT              
THE GRID 

                    It will operate based on offers and prices  corresponding to
                    increases or reductions in the amounts of Electrical  Energy
                    determined by the Delivery  Schedule and will be operated by
                    the UT in accordance to the General Law of Electricity.

 MONTH OR MONTHLY

                    means one calendar month.

 MODIFICATION TO THE                
 LAW

                    Its meaning is explained in Clause 6.6.

POINT OF DELIVERY

                    means  the  physical  point or points  where the  Electrical
                    Energy is  supplied  to CAESS,  described  in more detail in
                    Appendix B.

COMMISSIONING PERIOD

                    means the period of time following the Synchronization  Date
                    which is before the Commercial In-Service Date, during which
                    testing of the  Generating  Facility  will be  performed  by
                    GENERATOR  as per Appendix C The  Commissioning  Period will
                    include  the  verification  of  the  electrical   connection
                    carried out by CAESS.

APPARENT POWER 

                    It is expressed in kilovolt-amperes (kVA) and is the product
                    of the integrated magnitude of the intensity of the current,
                    expressed  in amperes,  by the  integrated  magnitude of the
                    voltage, expressed in kilovolts.

ELECTRICAL POWER* 

                    means  the  integrated  value  of  the  power  expressed  in
                    kilowatts (KW).

STEADY POWER (BASE LOAD)

                    means  the  value of the  Generating  Facility's  Electrical
                    Power  at  the  time  of  the  Commercial   In-Service  Date
                    expressed in  kilowatts  (kW) and which is  determined  by a
                    Steady Power




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Modification to the Power Purchase Contract CAESS-CWEL                  Page 5

                    Steady Power Test (kV A).

GENERAL POWER

                    means the Electrical  Energy  supplied by CAESS at the Point
                    of Delivery,  if necessary,  to supply GENERATOR's  Internal
                    Load  requirements  if it  could  not  be  supplied  by  the
                    Generating Facility CAESS shall invoice GENERATOR.

OPERATION PROCEDURES 

                    means the  procedures  to be passed on by CAESS to GENERATOR
                    as   per   clause   11,   which   describes   the   adequate
                    interconnection  of the  Generating  Facility  with  CAESS's
                    electrical system or the operation  procedures  contemplated
                    in UT's  Operation  Manual  for the  interconnection  to the
                    national electrical system.

STEADY POWER TEST 

                    is a test  performed as per Appendix C, to  demonstrate  the
                    Generating  Facility's Electrical Power from the time of the
                    Commercial In-Service Date.

MONTHLY PRICE 

                    Means the  agreed  upon price in  conformity  to clause 6 of
                    this Contract.

SIGET 
SUPERINTENDENCIA 
GENERAL DE 
ELECTRICIDAD y TELECOMUNICACIONES

                    Government   entity   responsible   for  ensuring  that  the
                    provisions of the General Law of Electricity are adhered to.


TRIMESTER

                    means any calendar trimester.

UNIT OF TRANSACTIONS OR    
UT

                    Has  the   meaning   established   by  the  General  Law  of
                    Electricity. If it does not work, it will be understood that
                    it  will  correspond  to  the   organization  in  charge  of
                    operating the transmission system.

ARTICLE  2 - PURCHASE AND SALE OF ELECTRICAL ENERGY

2.1  Subject to the terms and conditions  contained in this Contract,  GENERATOR
     is bound to provide CAESS with a steady power of thirty-eight  thousand two
     hundred and seventy  kilowatts  (38,270 Kw) for each hour of the day during
     the Contractual Year, and in this way, the contracted  Electrical Energy at
     the Points of Delivery, as detailed in Appendix B of this Contract, will be
     calculated,  and  CAESS is bound to  receive  and pay the  total  amount of
     Electrical Energy contracted.



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2.2  Subject to the terms and conditions specified in this Contract,  commencing
     on the Commercial  In-Service  Date, CAESS will take at any hour of the day
     during the  Contractual  Year,  a minimum  amount of Steady  Power equal to
     38,270  kilowatts,  which is the Minimum Intake Amount per month, and which
     will be calculated as described in Appendix A.

2.3  CAESS will take all the Electrical  Energy  supplied by GENERATOR after the
     Synchronization Date and before the Commercial In-Service Date and will pay
     for the Electrical  Energy as per the prices  indicated in Clause 6 of this
     Agreement  The  Synchronization  Date will begin  twelve  months after this
     Contract  has been  ratified  by the  Board of  Directors  of CAESS and the
     Commissioning Period will not take more than 15 calendar days.

2.4  GENERATOR, at its own discretion, will be able to sell to third parties any
     amount of  Electrical  Energy  generated  in excess of the  Minimum  Intake
     Amount.


ARTICLE  3 - PURCHASE AND SALE OF GENERAL POWER

3.1  The General  Power will be supplied  by CAESS to  GENERATOR  whenever it is
     required  by  GENERATOR  The  supply of  General  Power  will be steady and
     uninterrupted  GENERATOR will pay the price invoiced by CAESS at the end of
     the supply period

*3.2 The  General  Power is for the use of  GENERATOR  in the  operation  of the
     Generating Facility and shall not be sold or resold directly or indirectly.


ARTICLE  4 - VALIDITY AND TERM OF CONTRACT

4.1  The Original  Contract  has been in effect since  December 29, 1995 and its
     terms  and  conditions   will  continue  to  prevail,   together  with  the
     modifications  agreed to in this Contract and subject to clause 15.3, until
     the 15th  anniversary of the Commercial  In-Service Date At the end of this
     period,  this  Contract can be renewed for the same period of time and will
     be governed by the same terms, as agreed to by the parties involved.

4.2  Notwithstanding the foregoing, in the event that:

     a)   GENERATOR fails to generate any amount of Electrical  Energy for three
          consecutive months, which is not caused by:

     (i)  force majeure;



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     (ii) any action or omission by CAESS; or

     (iii) a moratorium in the terms contained in Clause 13 4;

     after giving a 30 day written notice to GENERATOR,  CAESS may consider this
     contract to be  terminated  if  GENERATOR  does not  rectify the  situation
     within the 30 day period.

     b)   If CAESS  fails  to pay for  Electrical  Energy  as  required  by this
          Contract, GENERATOR may, within at least five (5) days written notice,
          terminate this Contract unless CAESS remedies such breach In the event
          of non- compliance,  CAESS will not enjoy of this last benefit if they
          fail to comply for three times during a Contractual Year.

4.3  The projected  Commercial  In-Service Date for the Generating Facility will
     occur 12 months after all  necessary  government  permits  required for the
     construction  and operation of the Generating  Facility have been obtained,
     as well as the Transmission Contract, if required

 ARTICLE  5 - DELIVERY OF POWER

5.   I GENERATOR  will supply  Electrical  Energy in the form of an  alternating
     current at the voltage of the Points of Delivery as detailed in Appendix B,
     and at 60 Hertz. The supplied frequency and voltage will be governed by the
     quality standard  guidelines agreed upon by SIGET , UT and as determined by
     law.


5.2  GENERATOR will, at its expense, make available the interconnection  between
     the Generating Facility and the system for supplying power of CAESS, as per
     Appendix B.

5.3  GENERATOR  is bound to  provide  CAESS  with  Electrical  Energy as per the
     guidelines and regulations contemplated in UT's Operations Manual

ARTICLE  6 - RATES, INVOICING AND OTHER CHARGES

6.1  PRICE OF THE ELECTRICAL ENERGY

     6.   I .I From the Commercial  In-Service  Date and during the term of this
          Contract,  the sale  price for the  Electrical  Energy,  which will be
          applied during the year on January I, will be calculated  based on (i)
          the average price of the  Electrical  Energy as per the Pricing of the
          Electrical  Energy  at the Grid  (hereinafter  referred  to as  "MRS")
          during the preceding year,




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               (ii) less colones 0 05 per kWh. The average  price ofthe MRS will
               be based on the prices  published  by the "Unit of  Transactions"
               (hereinafter  referred  to as "UT")  pursuant  to the  terms  and
               conditions  of the  General Law of  Electricity  During the first
               year, the price  prevailing  for the  Electrical  Energy shall be
               calculated as determined in clause 6.1.4.

          6.1.2The sale price for the Electrical  Energy shall be adjusted every
               year on January I based on the average price of Electrical Energy
               in the MRS during the preceding year.

          6.1.3During  the  year  when  the  price  for the  Electrical  Energy,
               calculated pursuant to the conditions determined in the preceding
               clause  becomes  effective,  the sale price can be  automatically
               adjusted every three months, as per the following formula

                           Pen = PEo (MRSn divided by MRSo )

                   Where

                  Pen: Adjusted price of the energy

                  Peo: Current price of the energy

                  MRSn:  Average price of the MRS in the  preceding  trimester
                    immediately prior to the date the adjustment is made.

                  MRSo:  Average price of the MRS in the  preceding  trimester
                    immediately  prior to the date  the last  adjustment  to the
                    List of Price is made.

                    The prices  referred  to in this  article may be adjusted by
                    utilizing  the  corresponding   formula,  if  and  when  the
                    increase or reduction of the adjusted  value with respect to
                    the current value exceeds I 0% of the latter The  adjustment
                    will  become  effective  on the first day of April,  July or
                    October, accordingly

          6.1.4The price for the  Electrical  Energy on the first  year  counted
               from the Date of  Commercial  In-Service,  shall be calculated as
               follows:

               a)   If at the  Commercial  In-Service  Date the MRS remained for
                    more  than 180  consecutive  days,  the sale  price  for the
                    Electrical  Energy  shall be based  pursuant to clause 6 I I
                    and will prevail until the next quarter price  adjustment is
                    done, and should this  adjustment  not take place,  it shall
                    prevail  until  December  31 of the  calendar  year when the
                    Commercial In-Service Date took place Beginning on January 1
                    following the year when the Commercial  In-Service Date took
                    place until the end of the term of this Contract,  the price
                    shall be adjusted  pursuant to the conditions  determined in
                    clause 6.1.1.




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               b)   If at the Commercial In-Service Date the MRS had not been in
                    operation for 180  consecutive  days,  the price CAESS shall
                    pay GENERATOR for the  Electrical  Energy shall be the price
                    agreed upon between CAESS and CEL for the sale of Electrical
                    Energy in BLOCK The price will  prevail  until the MRS is in
                    operation for 180 consecutive  days During the time when the
                    above  condition  is not  fulfilled,  the sale price for the
                    Electrical  Energy shall be adjusted in the same  proportion
                    as the  price  to be  adjusted  for the  sale of  Electrical
                    Energy agreed upon by CAESS and CEL.


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6.2      AMOUNT IN EXCESS

          If during any Contractual Year,  GENERATOR delivers to CAESS an amount
          in  excess of the  Minimum  Intake  Amount  (the"  Amount in  Excess")
          required by CAESS which is measured as per Appendix A, CAESS shall pay
          GENERATOR on every  Contractual Year an amount equal to the product of
          (a) the Amount in Excess;  and (b ) the average price of the preceding
          year  determined  by the UT Payment  shall be made as per the  pending
          invoice pursuant to the terms in Clause 6.5 of this Contract.

6.3      TAXES ON TRANSFERS OF PROPERTIES AND SERVICES (Iv A )

          The  price  for  the  Electrical   Energy  does  not  include  charges
          corresponding  to the Tax on Transfers of Properties  and Services (IV
          A), which shall be added by  GENERATOR to its invoice,  as required by
          the Salvadorean law, and shall be paid in accordance to clause 6.5.

6.4      FORM OF PAYMENT

          GENERATOR  shall  invoice  CAESS on a monthly  basis and at the end of
          every  Contractual  Year,  in dollars of the United  States of America
          (US$) and all payments of invoices shall be made in U S dollars or its
          equivalent in  Salvadorean  Colones For the latter , the exchange rate
          that shall prevail for payment of the corresponding  invoices shall be
          the one  utilized  for the sale of dollars as  published  by the Banco
          Central de Reserva  Those amounts  corresponding  to IV A tax shall be
          paid in Salvadorean Colones.

          The parties agree to keep the above  reference,  which has been agreed
          upon by them, fixed as long as the fluctuation ofthe Salvadorean Colon
          with respect to the U S dollar does not exceed a  percentage  equal to
          20%, up or down As a result, the relation  colon/dollar shall never be
          higher than 10 50 colones per dollar, nor lesser than 7 00 colones per
          dollar When the fluctuation of the  Salvadorean  Colon with respect to
          the U S dollar  exceed the 20%  percentage,  GENERATOR  shall bear the
          exchange cost.



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          The monthly  invoices  shall be  calculated by  multiplying  the price
          determined in clause 6 I by the Minimum  Intake Amount less the amount
          equal to the energy not supplied which differs from the Minimum Intake
          Amount,  taking into account the  provisions  stated in article 8 with
          respect to penalties.

6.5      CONDITIONS OF PAYMENT

         CAESS shall pay GENERATOR all amounts owed, as per the following:

          a)   Within ten (IO) days following the end of the Month or the end of
               the Contractual  Year, as the case may be, GENERATOR shall submit
               its invoice for payment of the  previous  month's  energy  supply
               (the  "Invoicing  Month") or for payment for the supply of Amount
               in Excess during the preceding  Contractual Year, as the case may
               be,  together  with the  corresponding  documentation  to support
               GENERATOR's  calculations for the invoice Payment of this invoice
               on the part of CAESS to  GENERATOR  shall be made  within  thirty
               (30) days from  receipt of the  invoice If such  payment  was not
               made within the thirty (30) days  period,  CAESS will be bound to
               pay  interest  calculated  at the  prevailing  LIBOR  rate at six
               months plus 5%.

          b)   * If CAESS, in good faith,  does not agree with the amount of the
               invoice,  it will have fifteen (15) days from the date of receipt
               of the invoice to give written notice to GENERATOR  regarding the
               discrepancy of the invoice and the reasons for it.

          c)   * Any  disagreement  to  clause  6 5 (b),  in  conformity  do not
               release  CAESS from its  obligation to pay the invoice by the due
               date In the case where GENERATOR must reimburse  CAESS, a revised
               invoice  will be issued and CAESS  shall  receive a credit on the
               subsequent   monthly  invoice,   for  an  amount  equal  to  said
               reimbursement,  if CAESS has already paid the inaccurate invoice;
               if CAESS has not yet done so,  CAESS  shall then pay the  revised
               invoice by the due date.

          d)   * If the disagreement persists, the Parties will attempt to reach
               an  agreement  directly  If the  Parties  cannot  reach  such  an
               agreement,  they will refer the matter to arbitration as outlined
               in Section I 9 of this Contract.

          e)   * If an error has been  made in the  invoice,  CAESS can  request
               that  GENERATOR  correct  the error,  and if  required,  make the
               corresponding  adjustment  to the invoice Each time a request for
               correction  is made,  it must be submitted in written form within
               ninety (90) days from the date the invoice was paid After the end
               of this 90 day period,  neither Parties may object to the content
               of the invoice.

          f)   * If it is established that the measuring equipment has a greater
               than +-0 2%  inaccuracy,  the invoices for the sale of Electrical
               Energy made during those months  corresponding  to the inaccurate
               measurements must be adjusted



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               according to the  established  margin of error between the +-0 2%
               and the corrected  value.  Each adjustment will be made by adding
               or subtracting, whichever the case, the charges on the invoice(s)
               which  correspond to the second half of the period from the month
               in which the existence of error was established, and the month in
               which the last  calibration  of the  meter was made in  agreement
               with  Appendix  E  This  adjustment  will  be  reflected  on  the
               invoices.

          g)   As security for the payment for the supply of  Electrical  Energy
               and Electrical Power during the whole term ofthe Contract,  CAESS
               will  issue and  maintain  a  Guarantee  of  Payment in favour of
               GENERATOR  60  days  before  the  Date  of  Synchronization  Said
               Guarantee  of Payment is the Letter of Credit  described  in this
               Contract  which  shall  be  for an  amount  equal  to the  amount
               resulting when multiplying (i) such monthly  payments  applicable
               under Clause 6;  multiplied  by (ii) the Minimum  Intake  Amount;
               multiplied  by (iii)  twenty five  percent  (25%) The cost of the
               Guarantee of Payment will be the  responsibility of CAESS.  CAESS
               will  keep  the  Guarantee  of  Payment  current  and any  amount
               withdrawn by GENERATOR will have to be replaced within 5 days.

6.6      AMENDMENT TO THE LA W

          If, as a result of any amendment to the laws of EI Salvador, including
          environmental  and fiscal laws,  which took place after this  Contract
          became  effective (" Amendment to the Law"),  GENERATOR  will incur in
          important  costs   additionally  to  those  costs  specified  in  this
          Contract, GENERATOR will notify CAESS of such modifications to the law
          Said Notice will be delivered on or before the tenth working day after
          the last day of each  calendar  month  and will  have to  specify  the
          Amendment to the Law, its effect in the profits or expenses paid or to
          be paid by GENERATOR and the exact date of such changes in the profits
          or  expenses  as a  result  of the  Amendments  to the  Law.  In  this
          circumstances,  the  parties are bound to review  together  the impact
          that  such  amendment  will  have on the  price and which has not been
          reflected in the MRS price.

ARTICLE  7- LIABILITIES

7.1      GENERATOR'S LIABILITIES

          7.I.IGENERATOR shall  undertake all risk,  liability and obligation in
               respect to all losses, damages or injuries to:

               a)   the  property  of CAESS  located on the lands or premises on
                    CAESS side of the Point of Delivery (hereinafter referred to
                    as the "Said Lands");




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               b)   the  property of GENERATOR or of any third party on the Said
                    Lands;

               c)   any person or persons  (including  loss of life) on the Said
                    Lands.

               This loss, damage or injury shall have been due to the negligence
               of GENERATOR, its employees or agents in the process of supplying
               CAESS with  Electrical  Energy,  except to the  degree  that such
               loss, damage or injury shall have been due to the willful acts or
               negligence of CAESS, its employees or agents Without limiting the
               generality of the foregoing,  GENERATOR  shall be responsible for
               the cost of any damage to its equipment and  transformers  or any
               damage  to  equipment  of a third  party or to  CAESS  electrical
               system  installed at  GENERATOR's  side of the Point of Delivery,
               that may occur due to the negligent  operation of the  Generating
               Facility by GENERATOR.

     *7.I.2 CAESS shall inform  GENERATOR as soon as practicable of the claim or
          demand and shall give  GENERATOR  such  opportunity  as is afforded by
          applicable  laws to participate in the defense  thereof;  and further,
          such  indemnity  shall not apply to a claim or demand which is settled
          without the consent of GENERATOR.

     7.I.3All  transmission  lines,  distribution  lines,  substations,  plants,
          meters,  data acquisition and computer system facilities and equipment
          of CAESS on or in the Said Lands shall be there to manage the delivery
          of the Electrical  Energy In the case that said equipment is destroyed
          or damaged by willful acts or negligence of GENERATOR's  employees and
          agents,  GENERATOR  shall pay to CAESS the  replacement  value of such
          equipment  or the cost of  repairing  same,  whichever  amount  is the
          lesser.

     *7.1.4 GENERATOR shall assume all risk,  liability or obligation in respect
          to all actions, causes of action, suits, proceedings, claims, demands,
          losses, damages,  penalties,  fines, costs, expenses,  obligations and
          liabilities arising out of a discharge of any contaminant by GENERATOR
          into the natural  environment on the Said Lands including any fines or
          orders  of any  kind  that  may be  levied  or  made  pursuant  to the
          corresponding environmental legislation presently legislated GENERATOR
          shall comply at all times with the environmental  guidelines issued by
          the World Bank, as well as those established by the current applicable
          laws of EI Salvador

     *7.I.5  GENERATOR's  liability as well as CAESS's  shall be limited in each
          case up to a maximum of USD  10,000,000 on a per case basis Each Party
          shall be responsible for its own negligence.




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ARTICLE 8- PENALTIES

8.1  GENERATOR shall deliver on a monthly basis Electrical  Energy for an amount
     not less than the Minimum Intake Amount. In the event current deliveries of
     Electrical  Energy by GENERATOR  during any month are less than the Minimum
     Intake Amount,  GENERATOR will deduct from its invoice or monthly statement
     the amount  equivalent to the energy not supplied and will pay a penalty as
     per the provisions stated in this clause. The Deficit shall be equal to the
     Minimum  Intake Amount less the actual  deliveries of Electrical  Energy by
     GENERATOR  less the  amount of  electrical  energy  suspended  due to force
     majeure by virtue of clause 15 GENERATOR  shall pay monthly a penalty equal
     to the one CAESS has to pay to the final user in  accordance to the General
     Law of Electricity  This penalty shall not be higher than 200% of the price
     of the MRS multiplied by the deficit calculated as per this clause,  except
     in the case of force majeure and following the provisions  stated in clause
     15 of this Contract.

ARTICLE  9- COVENANTS OF GENERA TOR

9.I  GENERATOR  shall arrange,  at is expense,  for the  connection  between the
     Generating Facility and CAESS's electrical supply system or to the national
     transmission  system,  as per  Appendix B  GENERATOR  shall  guarantee  the
     reliability of the interconnection to any of the above systems. In order to
     guarantee such  efficiency/reliability,  GENERATOR shall respect and follow
     SIGET's guidelines and regulations as well as UT's Operations Manual.

9.2  GENERATOR accepts to provide,  at its expense,  all power system components
     on  GENERATOR  ' s side  of the  Delivery  Point,  including  transformers,
     switching and auxiliary  equipment such as synchronizing and protection and
     control  equipment,  pursuant to  requirements  mutually agreed upon by the
     Parties,  as  considered  reasonably  necessary  to protect  the safety and
     security of both Parties' power system  Without  limiting the generality of
     the foregoing,  the said required  equipment will include such equipment as
     may be necessary to provide for voltage conversions or to correct operation
     of GENERA TOR ' s  synchronizing,  control or  protection  equipment  as it
     might affect CAESS equipment and personnel safety and CAESS's customers All
     said  equipment of GENERATOR  shall be subject to the approval of CAESS and
     such  approval  cannot be  unreasonably  withheld  and shall be  installed,
     maintained  and  operated  in  accordance  with  equipment   manufacturer's
     recommendations  GENERATOR  and  CAESS  shall  work  as a team  during  the
     installation of the electrical equipment of the Generating Facility

9.3  CAESS shall install, operate and maintain the metering electrical system in
     accordance to Appendix E.




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*9.4 GENERATOR agrees to provide,  free of charge or rent, a convenient and safe
     space for the metering,  communication, and other access equipment of CAESS
     in GENERATOR's  premises and further  agrees that only properly  authorized
     agents of CAESS or persons  otherwise  lawfully  entitled to do so shall be
     permitted  to read,  inspect,  repair,  adjust  or  remove  any of the said
     metering  and  communication  equipment  and that the  properly  authorized
     agents of CAESS shall,  at all  reasonable  hours,  have the right to read,
     inspect,  repair,  adjust,  replace or remove any of the said  metering and
     communication  equipment  and they will  provide  a permit  to access  said
     premises.  The  metering  equipment  of both  Parties  shall be  calibrated
     jointly.

9.5  GENERATOR agrees that if this Contract is terminated in accordance with the
     terms of this  Contract or for any other legal  ground,  CAESS may enter on
     GENERA  TOR ' s premises  and remove  therefrom  meters,  lines,  stations,
     plant, equipment and appliances installed thereon and owned by CAESS.

9.6  GENERATOR shall comply with all applicable governmental regulations as well
     as SIGET's regulations and will follow UT's Operations Manual, and shall be
     subject to obtain and maintain in good  standing,  whenever  required,  all
     licenses, permits and approvals from any and all governments,  governmental
     commissions,  boards or  agencies  required  in respect of its  operations,
     including,  without limitation, the construction of the Generating Facility
     and  its  connections  to  the  national  electrical  system  or  to  CAESS
     electrical system.

*9.7 GENERATOR  shall install  safety  equipment to protect its own property and
     equipment  for  variations  in  frequency  and  voltage  or from  temporary
     delivery of other than three-phase power,  whether caused by the Generating
     Facility or CAESS' distribution system.

9.8  GENERATOR  accepts to  operate  its  Generating  Facility  at Steady  Power
     (BaseLoad)  following the minimum required standards as per UT's Operations
     Manual.

9.9  GENERATOR  shall  keep  proper  records   relating  to  the  production  of
     Electrical  Energy  as  reasonably  required  by CAESS  in form and  detail
     satisfactory  to CAESS,  and shall  retain such records for a period of not
     less than  three (3) years  counted  from the first day of the  Contractual
     Year.

9.10 GENERATOR  shall employ  qualified  personnel for monitoring the Generating
     Facility and for  coordinating  operations of the Generating  Facility with
     CAESS system  GENERATOR  shall ensure that such  personnel are available at
     all times Electrical Energy is being generated.



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ARTICLE  10- OBLIGATIONS

10.1 OBLIGATIONS OF CAESS

     10.1.1 CAESS agrees that it will:

          a)   maintain a take or pay obligations for the contracted  Electrical
               Energy in the manner indicated by this Contract,  except in cases
               of force majeure;

          b)   * provide  GENERATOR with all  information  GENERATOR may require
               and that may affect the operation ofthe Generating Facility;

          c)   maintain  the Letter of Credit  referred  to in  Section  6.5 (g)
               during the entire  term of this  Contract  and  according  to the
               terms of the same;

          d)   not  require  GENERATOR  to supply  Electrical  Energy at a Power
               Factor outside ofthe capability curves of its Turbo Generators.

10.2 OBLIGATIONS OF GENERATOR

     10.2.1 GENERATOR agrees to

          a)   In case it does not deliver the Minimum  Intake  Amount,  it will
               pay the penalty  stipulated  in Article 8 of this Contract and it
               will   discount  the  monthly   invoice  by  the  quantity   that
               corresponds  to the energy not delivered in  accordance  with the
               Minimum Intake Amount.  The exception is represented by the cases
               of Force Majeure.

          b)   * Provide  CAESS  with all the  information  available  which may
               affect the Generating Facility.

          c)   Will not supply  Electrical  Energy at a Power Factor outside the
               capacity curves of its turbo-generator.

          d)   will comply with all the  regulations of the country,  the Law of
               Electricity and of UT and CAESS's rules.

ARTICLE  11- OPERATING PROCEDURES

11.1 In the event GENERATOR  interconnects to CAESS's electrical  system,  CAESS
     shall  provide  GENERATOR  with  a  copy  of  its  substation's  Manual  of
     Operations  as soon as possible  and such Manual will provide the basis for
     the Operating



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          Procedures to be agreed upon by the Parties The  operating  procedures
          shall  address  the   interconnection   and  the  integration  of  the
          installation of the Generating Facility into CAESS's electrical system
          Topics covered may include,  without limitation,  method of day-to-day
          communications;   key  personnel  list  for  both  Parties'  operating
          centres;  authorization and commutation procedures;  outage scheduling
          and reactive power support.

          In the event the  interconnection  is through the national  electrical
          system,  GENERATOR is bound to comply with UT's Operations Manual with
          the  purpose of  ensuring  the  optimization  of the  delivery  and to
          guarantee the operation of the national electrical system.

11.2 As part of the  finalization  of  operating  procedures,  each Party  shall
     designate  in writing to the other Party the name of the  employee or agent
     to whom notices are to be given,  and in default of such  designation or in
     the event of the said employee or agent not being immediately  available to
     receive  any such  notice,  such  Party  agrees  the notice may be given by
     telephone or otherwise  to any other  responsible  employee or agent of the
     other Party.

* ARTICLE 12- PRE-OPERATION PERIOD

*12.IGENERATOR  shall  notify  CAESS  and  to  UT in  writing  at  least  twelve
     (12)business  days prior to the proposed  Synchronization  Date In no event
     shall the Synchronization Date be less than twelve (12) business days prior
     to the  Commercial  In-Service  Date  CAESS  shall  have the  right to have
     representatives  present at the Generating  Facility at the Synchronization
     Date.

12.2 The  Synchronization  of the  Generating  Facility into CAESS's  electrical
     system does not occur on the Synchronization  Date proposed by GENERATOR in
     the  notice  delivered  to  CAESS  pursuant  to  Clause  12 for any  reason
     attributable to CAESS, its employees or agents, GENERATOR shall be entitled
     to an  indemnification  from CAESS,  equivalent  to the value of one day of
     Electrical  Energy,  calculated  as  per  the  provisions  stated  in  this
     Contract, for each day of delay.

* ARTICLE  13- OPERATION OF THE GENERATING FACILITY

*13  I GENERATOR  shall  operate  its  Generating  Facility so that,  except for
     normal  operating  conditions,  variations of frequency or voltage shall be
     within  normal  operating  ranges  acceptable  to UT,  SIGET and the Law of
     Electricity.



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*13.2GENERATOR  shall take  remedial  measures,  at its own  expense,  by way of
     installing  suitable apparatus or otherwise as may be necessary to maintain
     voltage and frequency,  in order to reduce any fluctuations,  interruptions
     or interference with the communication systems or control circuits.

*13.3GENERATOR  shall  adjust  exit  control  to CAESS's  requirement  or of the
     transmission  company or to the national electrical system in an acceptable
     manner to  contribute in the  regulation  of voltage of CAESS's  electrical
     system,  as set out in the  Operations  Procedures  of CAESS  and in the UT
     Operations Manual.

13.4 Either Party  shall have the right to  interrupt  the supply of  Electrical
     Energy or receipt of General  Power at any time to the extent  necessary to
     safeguard life or property or for the purpose of construction, maintenance,
     operation,  repair,  replacement  or extension of their  equipment or works
     Either  Party shall limit the  duration  of such  interruptions  as much as
     practicable  and,  except in  emergencies,  shall  give to the other  Party
     adequate warning of its intention to interrupt the supply The Parties shall
     coordinate  common  maintenance   schedules  And  both  GENERATOR  and  the
     distributor  shall comply with the provisions  stated in articles 8 and 10,
     respectively.

*13.5 GENERATOR shall  cooperate  with CAESS in  establishing  Emergency  plans,
     including recovery from a total electrical interruption;  voltage reduction
     of non-essential  auxiliary equipment in order to accomplish a reduction in
     the flow of  electricity;  and other plans which may arise  GENERATOR shall
     make technical references available concerning start-up times,  black-start
     capabilities and minimum load-carrying ability.

13.6 GENERATOR  shall,  during an  Emergency,  supply  Electrical  Energy as the
     Generating  Facility  is able to  generate  and CAESS is able to receive If
     GENERATOR has a scheduled outage, and such scheduled outage occurs or would
     occur  coincident with an Emergency,  GENERATOR shall make its best efforts
     to  reschedule  the outage or, if the outage  has begun,  to  expedite  the
     completion thereof.

*13.7CAESS  may  from  time to time  make  tests  to  determine  the  electrical
     characteristics  of the  Generating  Facility  and may, at its own cost and
     expense,  install and use meters and equipment  which it deems necessary to
     establish the basis of billing.


 ARTICLE  14- LACK OF PERFORMANCE UNDER THIS CONTRACT

14.1 Pursuant to Clause 14 5 of this Contract,  in the event  GENERATOR fails to
     perform any obligation  under this Contract,  CAESS may give written notice
     to GENERATOR  that unless the obligation is completely  fulfilled  within a
     period of



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          30  days  after  delivery  of  the  notice,  CAESS  shall  discontinue
          receiving Electrical Energy or supplying General Power until GENERATOR
          has rectified the problem,  at which time,  CAESS shall  reconnect the
          Generating  Facility  to its grid The right to  discontinue  receiving
          Electrical  Energy or  supplying  General  Power in this section is in
          addition  to  and  not  in  limitation  of any  other  right  provided
          elsewhere in this Contract to discontinue  receiving Electrical Energy
          or supply of General Power.

14.2 If at any time  GENERATOR  fails  to  comply  with  any of its  obligations
     affecting  operation of CAESS's  electrical  system,  including  failing to
     operate  as  required  by  this  Contract  or by any  operating  procedures
     pursuant to the  Operations  Procedures,  CAESS may give notice  thereof to
     GENERATOR,  which notice may be given by telephone to the Plant  Manager or
     Shift  Operator of GENERATOR,  as specified in Article I I 2, and GENERATOR
     shall immediately  commence to remedy the said failure In case of continued
     failure  for  more  than  thirty  minutes  after  the  notice,   CAESS  may
     discontinue the receipt of all Electrical Energy or supply of General Power
     or any  part  thereof  and  shall  not be  obliged  to  resume  receipt  of
     Electrical  Energy or supply of General Power until GENERA TOR has remedied
     the failure.

14.3 If at any time CAESS fails to perform any of its obligations  affecting the
     operation  of the  Generating  Facility,  including  failing  to operate as
     required by this  Contract or by any operating  procedures  pursuant to the
     Operations Procedures,  GENERATOR may give written notice thereof to CAESS,
     which notice may be given by telephone to the persons referred to in Clause
     I I 2, and CAESS shall  immediately  commence to remedy the said failure In
     case of continued  failure for more than thirty  minutes  after the notice,
     GENERATOR may discontinue the supply of all Electrical Energy or receipt of
     General Power until CAESS has remedied the failure.

14.4 Any of the  following  topics  discussed  below will  constitute  breach of
     Contract:

     a)   Material  breach of any of the Parties'  obligations  pursuant to this
          Contract;

     b)   Any declaration made by any of the Parties that proves to be incorrect
          in any material aspect;

     c)   Dissolution,  termination  of business  or  voluntary  or  involuntary
          bankruptcy of any of the Parties; and,

     d)   In the case CAESS loses its license to provide electrical service such
          that  it  cannot   distribute   Electrical  Energy  generated  by  the
          Generating  Facility.  The above  mentioned  event will not constitute
          grounds  for  default  on the part of CAESS if and when this  Contract
          (including  the Letter of  Credit)  is  assigned  to a  successor  who
          GENERATOR,  at its own discretion,  may deem capable of complying with
          all of CAESS's obligations pursuant to this Contract.




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14.5 In the event of default  and if this  default  continued,  the Party not in
     default shall adhere to the following  rights  granted by this Contract and
     which are referred to in the different  clauses of this Contract,  may take
     the following actions:

     a)   Give  written   notice  to  the  Party  in  default   indicating   the
          circumstances  behind such default  Thereupon  and for a period of not
          less than thirty (30) days  following the receipt of such notice,  the
          Parties  will have to consult  with each other to consider the actions
          to be taken in order to alleviate the consequences of such default.

     b)   After the thirty (30) day period has elapsed,  if such default has not
          been remedied  during such period of time or during an extended period
          necessary  under the  circumstances,  the Contract  will be terminated
          (unless the Parties have agreed to the contrary) by means of a written
          notice  to the Party in  default  The  Party  not in  default  will be
          relieved from every  obligation and  responsibility  acquired  through
          this  Contract,  except  for the  payment of any amount due or for any
          liability  acquired  as a result  from any  action,  omission or event
          which occurred before the termination date.

     c)   Will  have  the  right  or  recourse  based  on the  law or  fairness,
          including compensation for monetary damages,  temporary suspensions or
          forced fulfillment of its contractual obligations.

14.7     In addition to that indicated in Clause 14.6:

     a)   In the event CAESS  failed to comply,  GENERATOR  may, at its sole and
          absolute  discretion  and under an  agreement  or  otherwise,  sell or
          contract or agree to the sale of all or any portion of the  Electrical
          Energy to third parties,  and if GENERATOR terminates this Contract in
          accordance to Clause 14.6,  GENERATOR  shall  immediately  request and
          will be authorized to receive payment from CAESS for damages, pursuant
          to the  provisions  stated in Article 1427 ofthe current Civil Code in
          the Republic of EI Salvador (please refer to Appendix F).


     b)   If  GENERATOR   failed  to  comply,   CAESS  shall,   in  addition  to
          givingwritten  notice  to  GENERATOR,  notify  the  Creditors  of such
          default and the Creditors  shall have the same 30 day period to remedy
          GENERATOR's default or an extended period of time as may be reasonably
          necessary in order to remedy such default.



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ARTICLE  15- FORCE MAJEURE

15.1 The  Parties  shall  not  be  responsible  for  default  ofthe  obligations
     established  in this  Contract for reasons of force  majeure or  unforeseen
     circumstances  such as war,  invasion,  rebellion,  civil unrest,  revolts,
     riots, sabotage, floods, earthquakes, fires and other similar occurrences.

15.1 BIS - Neither ofthe parties to this Contract shall be authorized to benefit
     from  the  provisions  indicated  in  Clause  I 5  I  under  the  following
     circumstances:

     a)   If default was caused by the  negligence of the Party  claiming  Force
          Majeure; or

     b)   If default was caused by the Party claiming Force Majeure, who did not
          attempt to diligently  implement  measures to remedy the situation and
          to promptly recommence compliance with its obligations.

*ARTICLE  16- DIVISIBILITY OF THE CONTRACT

*16.1If any of the terms,  covenants or conditions of this  Contract,  under any
     circumstances  become invalid or  unenforceable,  the rest of this Contract
     shall remain in full force and effect subject to any necessary  adjustments
     to replace any of the above-mentioned invalid or unenforceable provisions.

*ARTICLE 17- WAIVER

*17.1The waiver of the right to protest against  violations or default of any of
     the terms, provisions or covenants contained in this Contract, shall not be
     considered or interpreted as waiver of the right to protest  against any of
     the terms,  provisions  or  covenants  contained  in this  Contract,  and a
     decision  to  refrain  from  making  use of one or  more  of the  recourses
     stipulated in this Contract in cases of default, shall not be considered or
     interpreted as waiver of the right to protest against said default.

 ARTICLE  18- PREVIOUS CONTRACTS

18.1 This document  contains all of the terms and conditions  agreed upon by the
     Parties,  which  includes the terms and  conditions set out in the Original
     Contract which have not been modified,  as well as the amendments agreed to
     herein. No other contract held prior to the date of the Original  Contract,
     either written or verbal, referring to the subject matter of this Contract,
     shall be  considered in effect or binding to either Party In the event of a
     contradiction between the terms agreed upon in the Amended Contract and the
     Original  Contract,  the terms and  conditions  established in this Amended
     Contract shall prevail.



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*ARTICLE  19- CONTROVERSIES AND ARBITRATION

*19.1Any doubt or controversy  that may arise between the Parties  regarding the
     interpretation,  fulfillment  or execution of this  Contract,  shall in the
     first instance be resolved in either ofthe following ways:

     a)   by the Management of each of the Parties; or

     b)   by the  Presidency  of the  Executive  Committee  of each  contracting
          company, who will be notified in the event that the Management of each
          Party do not reach an agreement.

*19.2If a dispute  is not  resolved  through  the  negotiations  referred  to in
     Article 19 I, the dispute will be referred to  arbitration,  which shall be
     carried out in accordance with the rules  established by the  International
     Chamber of Commerce in Paris. Such arbitration shall take place in the city
     of Miami, Florida in the United States Each Party shall name an arbitrator,
     and the chosen  arbitrators shall in turn nominate a third  arbitrator;  if
     the chosen  arbitrators do not agree upon the naming of a third arbitrator,
     one will be  appointed by the  International  Chamber of Commerce in Paris.
     The  decision of the  arbitrators  will be final and binding on the Parties
     hereto.

19.3 CAESS  unconditionally and irrevocably agrees that the execution,  delivery
     and fulfillment of this Contract on the part of CAESS  constitutes  private
     and  commercial  acts,  and not public or  governmental  acts  Furthermore,
     CAESS, as a private company, declares that it shall not enjoy any sovereign
     immunity or procedural privileges instituted by any special laws.

 ARTICLE  20- NOTICES AND CONFIDENTIALITY

20.1 Any formal  notices  exchanged  between the Parties  shall be  delivered by
     telefax  or  telecopy  and  confirmed  in  writing,  upon  request  of  the
     interested Party, to the following addresses:

         CONTINENT AL WASTE CONVERSION DE EL SALVADOR, S A DE C V
         89 Avenida Norte, No 561, Colonia Escalon, San Salvador, EI Salvador
         Telephone (503) 264-1200
         Facsimile (503) 263-2808

         COMPANIA DE ALUMBRADO ELECTRICO DE SAN SALVADOR, SA DE CV
         (CAESS)
         Blvd Los Heroes, Edificio CAESS, San Salvador, EI Salvador
         Telephone (503) 260-6033



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*20.2This  Contract  shall  remain  confidential  between  the Parties and their
     professional  advisors,  except in accordance with internal requirements or
     for purposes of financing,  and except  insofar as the Parties are required
     by law to disclose such Contract.

ARTICLE  21- MISCELLANEOUS PROVISIONS

21.1 This Contract is intended exclusively for the benefit of the Parties hereto
     Nothing in this Contract shall create any obligation or  responsibility  to
     any person not a Party to this Contract.

"21.2This  Contract   shall  not  be   interpreted  or  utilized  to  create  an
     association, joint venture or alliance between the Parties or to impose any
     obligation or responsibility to the Company on either of the Parties.

     Neither  Party has the right,  power or authority to agree in name of or as
     an agent or representative of the other Party.

"21.3Both Parties shall  produce and deliver,  or shall cause to be produced and
     delivered,   all  documents  and  future  deeds  (including   certificates,
     declarations  and affidavits) and any other similar  documents,  as per any
     reasonable  requests  made by the  other  Party for the  purpose  of giving
     validity  to  this  Contract  and/or  to  establish   compliance  with  the
     representations, covenants and conditions of this Contract.

"21.4The division of this Contract into Articles and the use of headings  herein
     are  solely  for the  purposes  of  convenience  and shall not  affect  the
     interpretation  of same. Any reference in this Contract to an act,  statute
     or section  shall be  considered  as a  reference  to said act,  statute or
     section  as may be  amended  or  enforced  from time to time.  Any words in
     singular form signify the same in plural form, and vice versa.

"21.5Except as otherwise  herein  provided,  this Contract shall be governed and
     interpreted by the applicable laws of the Republic of EI Salvador,  and the
     Courts to which the  Parties  will be subject  shall be those  based in San
     Salvador.

ARTICLE  22- SUCCESSORS AND ASSIGNS

22.1 This Contract shall extend to and be binding upon CAESS and GENERATOR,  and
     to  their   respective   successors  and  authorized   assigns,   with  the
     understanding that GENERATOR shall not assign its interest in this Contract
     or any part thereof, without the written consent of CAESS or vice versa.



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ARTICLE  23- GUARANTEES AND REPRESENTATIONS

 23.I    GENERATOR represents and guarantees to CAESS the following

          a)   GENERATOR  is  a  Corporation   of  Variable   Capital,   legally
               incorporated,  validly  existing and duly  accredited,  under the
               laws of the Republic of EI Salvador,  that it is validly existing
               and duly  accredited to carry out acts in the whole  territory of
               EI Salvador  and  abroad,  and that  GENERATOR  has the power and
               authority to conduct its business, to retain the ownership of its
               property  and to hold,  deliver and comply  with its  obligations
               under this Contract.

          b)   The  execution,  delivery  and  fulfillment  by GENERATOR of this
               Contract has been duly authorized through the necessary corporate
               procedures,  whereby  it shall not (i)  require  any  consent  or
               approval  from  the  Board  of  Directors  or   shareholders   of
               GENERATOR,  or from any third  party,  other  than that which has
               already been obtained (proof of such consent and approval must be
               provided to CAESS if it has not yet received  same);  (ii) result
               in  or   constitute   default   under  any   provisions   of  the
               constitutional  documents of GENERATOR or any Deed or contract to
               which  GENERATOR  is a party,  or by that which  GENERATOR or its
               agents might be obligated or subjected;  or violate a law,  rule,
               regulation,  order, mandate, sentence,  decree,  determination or
               finding  currently  in full force and effect  and  applicable  to
               GENERATOR;  or (iii) result in the creation or  imposition of any
               tax on GENERATOR's property.

          c)   This Contract constitutes a legal, valid and mandatory obligation
               for  GENERATOR,  and the  required  fulfillment  of such  against
               GENERATOR will be in accordance with the terms of this document.

          d)   All  necessary  government  authorizations  related to the proper
               execution  and delivery by GENERATOR of this  Contract  have been
               duly obtained or created and are now in full force and effect.

          e)   There are no  pending  legal or  judicial  actions,  lawsuits  or
               proceedings  (nor have any been  threatened,  to the knowledge of
               GENERA  TOR),   nor  any  before  any   government   body  having
               jurisdiction  over  GENERATOR,  that  are  against  or  affecting
               GENERATOR or any of its property, titles or assets, which, in the
               event of an adverse  determination,  would  have a  material  and
               negative effect on (i) GENERATOR's financing conditions,  profits
               or  operations;  or (ii)  GENERATOR's  ability  to carry  out the
               transactions considered in this Contract.

23.2 Both  GENERATOR  and CAESS shall  preserve  and  maintain in full force and
     effect  their  existence,  as  well as all  the  government  authorizations
     necessary  for the adequate  operation  of their  business,  including  the
     fulfillment of this Contract.



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23.3 CAESS  shall make its best  efforts to  execute,  deliver  and  acknowledge
     receipt of any instruments and documents,  to implement any modification of
     this  Contract and to take any necessary  action to satisfy any  reasonable
     request  made in writing  from any Creditor or  prospective  Creditor  with
     respect to the  financing of the  Generating  Facility  The  aforementioned
     shall not be interpreted  as a request for CAESS to implement,  acknowledge
     receipt of and deliver any other  document,  or to take any other necessary
     actions which are inconsistent with its rights under this Contract or which
     are  specifically  subject to its consent or approval  under this Contract,
     except  that CAESS shall  carry out all  reasonable  efforts to deliver any
     other  instruments  or  documents,  or take any  other  actions,  which are
     consistent  with the routine  requests by the Creditors with respect to the
     financing of similar projects.

23.4     MOST FAVOURABLE CONDITIONS

          a)   GENERATOR  is  obligated  to grant to CAESS the same  conditions,
               terms and price which by virtue of the Power Purchase Contract it
               would grant to any other distributor, when such conditions, terms
               and price are  considered  by CAESS as more  favourable  than the
               conditions,  terms and price  agreed to in this  Contract The new
               conditions  shall  become  valid  fifteen ( I 5) days after CAESS
               request them from GENERATOR in writing.

 23.5    RIGHT OF PREFERENCE

               CAESS is obligated to grant to GENERATOR the  preferential  right
               to supply any amount of Electrical  Energy that might be required
               in the future in excess of the contracted  amounts agreed upon by
               GENERATOR  and CEL.  GENERATOR  must  reply as to whether it will
               accept the offer to purchase, no later than twenty (20) days from
               the date GENERATOR receives the written request made by CAESS The
               conditions,  terms and price of the new Contract  shall be agreed
               upon independently of the covenants contained in this Contract.

ARTICLE  24- PREVIOUS CONDITIONS

24.1 Without  prejudice  to any of  the  other  provisions  stipulated  in  this
     Contract,  GENERATOR and CAESS agree that the following  events  constitute
     previous conditions to the implementation of GENERATOR's  obligations under
     this Contract:

24.I.I The  implementation  of a Fuel  Supply  Contract  that is  acceptable  to
     GENERATOR entirely at its discretion;

24.1.2 GENERATOR  obtaining all necessary land transfers,  leases,  obligations,
     licenses,  rights of way or other documents  related to GENERA TOR ' s real
     estate, that may



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               be  necessary  or  desirable,   entirely  at  the  discretion  of
               GENERATOR,   for  the  development,   ownership,   operation  and
               financing of the Generating Facility; and,

24.1.3 The ratification by GENERATOR's Board of Directors of the agreements that
     modify the Original Contract.

24.2 Without  prejudice  to any of  the  other  provisions  stipulated  in  this
     Contract,  GENERATOR and CAESS agree that the following  events  constitute
     previous  conditions to the  implementation  of CAESS' s obligations  under
     this Contract:

24.2.I The  ratification by the Board of Directors  elected by the  shareholders
     which have acquired the shares of CAESS,  of the agreements that modify the
     Original Contract In the event that said Board of Directors does not ratify
     the terms of this  amendment,  the Board of  Directors  shall  indicate the
     specific  items  with  which it is in  disagreement,  in order to  initiate
     negotiations immediately.

     The term of this  ratification will be a maximum of two (2) months from the
     Election of the new Board of Directors of CAESS.

     By virtue of the  stipulations  contained in this  Article,  the  durations
     agreed  to  in  this  Contract   shall  come  into  effect   following  the
     ratification established in Article 24.2.I.

CAESS and GENERATOR  agree to the terms and conditions of this Contract,  in the
City ofSan Salvador, this 12th day of November, 1997.


(Signed)                                     (Signed)
 Benjamin Salvador Valiente Argueta          Deisy Reynosa
 CAESS                                       CWEL






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