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                                                                  EXHIBIT 10.38

                              AMENDED AND RESTATED
                      OPERATION AND MAINTENANCE AGREEMENT

       THIS AMENDED AND RESTATED OPERATION AND MAINTENANCE AGREEMENT (this
"Agreement") dated as of July 15, 1999, is entered into by and between Somerset
Power LLC, a Delaware limited liability company (the "Owner"), and NRG Somerset
Operations, Inc., a Delaware corporation (the "Operator").

                                    RECITALS

       1.     The Owner owns an electricity generation facility in Somerset,
Massachusetts (the "Facility").

       2.     The Owner and the Operator are parties to that certain Operation
and Maintenance Agreement dated April 1, 1999 (the "Original Agreement").

       3.     The Owner and the Operator desire to amend and restate the
Original Agreement as hereinafter set forth, effective as of the date hereof.

                                   AGREEMENT

In consideration of the premises and the covenants, conditions, and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledge, the parties hereto agree as
follows:

                                   ARTICLE 1
                                  DEFINITIONS

       Whenever used in this Agreement with initial capitalization, the
following terms shall have the meanings specified or referred to in this
Article 1.

       "Affiliate" means, with respect to any person or entity, (i) each entity
that such person or entity Controls, (ii) each person or entity that Controls
such person or entity, and (iii) each entity that is under common Control with
such person or entity.

       "Agreement"  shall have the meaning provided in the introductory
paragraph hereof.

       "Approved Operating Budget" means the Operating Budget as approved by
the Owner, as such Operating Budget may be modified in writing in accordance
with the terms of this Agreement.

       "Calendar Quarter" means the three-month periods commencing January 1,
April 1, July 1 and October 1.

       "Calendar Year" means the twelve-month period from January 1 to December
31 inclusive.

       "Consumables" means water treatment chemicals, reagents and other
chemicals, lubrication fluids and filters, hydraulic fluids and filters, air
filters, ordinary fasteners (nuts, bolts, nails, etc., which are customarily
readily available on normal commercial terms), light bulbs and flourescent
tubes, ordinary gasket materials, gloves, flashlights, batteries, disposable
safety equipment and first aid supplies, replacement hand tools, solder and
welding rods, all supplies for maintenance and plant cleaning materials and
supplies, and all other items commonly considered to be consumables within
operations of similar facilities.

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       "Dispatch Schedule" means the schedule that shows the required
generation and fuel for the relevant time period as published by the Owner.

       "Effective Date" means the date of this Agreement.

       "Equipment" means all of the mechanical and electrical equipment, pumps,
piping, Rolling Stock and controls of the Facility owned or controlled by the
Owner and used or intended to be used or useable in the generation of electric
power.

       "Facility" is defined in Recital 1.

       "Five Year Forecast" means a rolling five year operation and maintenance
plan and Operating Budget forecast (including major maintenance and capital
repairs, and recommended improvements and additions) prepared by the Operator
based on the Owner's proposed schedule for dispatch of the Facility for the
same period, submitted to the Owner for approval each July 1.

       "Force Majeure" means an event which (i) is not within the reasonable
control of the Party claiming Force Majeure (the "Claiming Party"), (ii) was
not caused by the acts, omissions or delays of the Claiming Party or any person
over whom the Claiming Party has control, (iii) is not an act event or
condition the risks or consequences of which the Claiming Party has expressly
agreed to assume pursuant to this Agreement, and (iv) by the prompt exercise of
due diligence, the Claiming Party is unable to overcome or avoid or cause to be
avoided. Force Majeure includes, but is not restricted to acts of God, fire,
civil disturbance, labor dispute, labor or material shortage, sabotage, or
action or restraint by court order of any public or governmental authority (so
long as the Claiming Party has not applied for or assisted in the application
for, and has opposed where and to the extent reasonable, such government
action).

       "Hazardous Waste" means waste with inherent properties which make such
waste dangerous to manage by ordinary means, including, but not limited to
chemicals and other wastes defined as hazardous at any time during the term of
this Agreement by the State of [name of state where Facility located] or by any
applicable federal, state or local laws, ordinances, regulations, orders or
other actions promulgated or taken with respect thereto..

       "Independent Public Accountant" means the firm of independent public
accountants of nationally recognized standing selected by the Owner to perform
an annual financial audit pursuant to the terms of this Agreement.

       "In Market Availability ("IMA ")" means a measure of plant performance
for meeting the annual Dispatch Schedule. IMA shall be calculated by dividing
the actual net generation delivered to the grid by the level of generation
prescribed in the Dispatch Schedule, with no value assigned when dispatch is
scheduled at zero. The IMA shall not exceed 100%. The IMA shall be 96% or
higher for June, July, August and September. The IMA shall be 95% or higher for
the remaining months. The IMA shall be subject to correction for significant
equipment failures that require an outage or result in unsafe conditions or
violations of Legal Requirements.

       "ISO" means the independent system operator established to sell Power in
the market served by the Facility.

       "Labor Agreements" means the collective bargaining agreements between
Operator and local labor unions with respect to the operation of the Facility
or the maintenance thereof.

       "Legal Requirements" means all laws, statutes, codes, ordinances,
Permits, orders, awards, judgments, decrees, injunctions, rules, regulations,
authorizations, consents, approvals, orders, franchises, licenses, directions
and requirements of all governments or governmental units, courts or
arbitrators, which now or at any time hereafter

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may be applicable to or affect the Facility or any part thereof or any streets,
alleys, passageways, sidewalks, curbs, or gutters adjoining the Facility or any
part thereof or any use or condition of the Facility or any part thereof or the
acquisition, construction, ownership, use or operation of the Facility or any
part thereof, except those the non-compliance as to which will not have a
material adverse effect on the acquisition, construction, ownership or
operation of the Facility.

       "Margin" means, for the applicable period, the Owner's revenues less
fuel and direct operating and maintenance expenses.

       "Notice" is defined in Section 10.13.

       "Notice of Termination" means that Notice issued by the Owner or
Operator pursuant to Article 5 of this Agreement which shall terminate this
Agreement.

       "Operating Account" means the account established by and in the name of
the Owner and funded from time to time with sufficient amounts to pay all
Operating Costs as the same accrue and are payable.

       "Operating Budget" means the annual budget to be prepared by the
Operator pursuant to Section 2.2(b).

       "Operating Costs" means the actual costs directly, properly and
reasonably incurred and paid for by the Operator from the Operating Account on
behalf of the Owner in the ordinary course of business solely for the
administration, operation and maintenance of the Facility, including, without
limitation or duplication: (a) wages and overhead costs for employees of the
Operator, including, without limitation, retirement plans, medical and life
insurance, disability and occupational hazard insurance, employee benefits,
employees savings plan, employee taxes and budgeted employee incentive fees;
(b) overtime; (c) employee training including tuition, travel, meals and
lodging; (d) all maintenance costs and expenses, including, without limitation,
scheduled, routine, preventative and unscheduled maintenance; (e) the cost of
Consumables, new and replacement spare parts, and all fuel expenses incurred
under any fuel agreements; (f) Plant Office Expenses; (g) capital expenditures
or replacement of Equipment and Rolling Stock approved in writing in advance by
the Owner; (h) care and handling of any Hazardous Waste; (i) Rolling Stock
Expenses; (j) cost of utility services for the Facility; (k) costs of legal,
accounting and consulting services including labor negotiations; (l) cost of
compliance with the Permits and Legal Requirements; (m) municipal, local and
franchise taxes on the Facility (but excluding any such taxes payable by
Operator as the Operator); (o) lease payments for property or easements and (p)
costs of insurance; provided, however, that no costs incurred or paid by the
Operator to any Affiliate of the Operator shall be treated as an Operating Cost
unless incurred in accordance with Section 4.12(c).

       "Operator Fee" means the fee to be paid by the Owner Entity to Power
Marketing for the services provided pursuant to this Agreement as set forth in
Section 3.1.

       "Performance Incentive" means the payment to the Operator under Article
9 for achieving certain performance levels of operation.

       "Permits" means all of the consents, approvals, authorizations,
directions, licenses and permits issued by any federal, state or local agency
or authority to the Owner or the Operator with respect to the ownership,
construction, operation and maintenance of the Facility in a safe and
commercially sound manner.

       "Person" means any individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
government (or any agency or political subdivision thereof) or other entity of
any kind.

       "Plant Office Expenses" means costs and expenses associated directly
with and incurred at the administrative offices of the Facility, including but
not limited to telephone and telecopy services, heat, electricity,

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postage and overnight mail services, paper, envelopes, file folders, computer
paper, computer software, copy paper, copier and computer supplies, maintenance
and replacement of computer and office equipment, supplies, office cleaning and
maintenance (including light bulbs and fluorescent tubes), miscellaneous office
supplies, internet and cellular telephone services, and any other expenses
related to the Operator's use of the plant office, plant office equipment and
plant office operation.

       "Power Pool" means the New England Power Pool or its successor.

       "Project Agreements" means agreements between the Owner and various
third parties as provided to the Operator by the Owner from time to time,
including, without limitation, those agreements listed on Exhibit A hereto:

       "Prudent Operating Practices" means, at a particular time, those
practices, methods, equipment, and acts then engaged in or approved by a
significant portion of the electric utility industry and commonly used in
utility engineering and operations to operate and maintain equipment equivalent
to the Facility Equipment consistent with good business practices, economy,
reliability, safety, and expedition, having due regard for current editions of
the National Electric Code and other applicable electrical safety and
maintenance codes and standards, manufacturer's warranties and recommendations,
and all Legal Requirements governing the Facility.

       "Rolling Stock" means locomotives, bulldozers, front-end loaders,
forklifts, mobile cranes, person lifts, pickup trucks, tractors, trailers,
automated sweeping equipment and the like, purchased or leased by the Owner for
use at the Facility.

       "Rolling Stock Expenses" means expenses, such as fuels, maintenance and
materials, licenses (if required), lease payments, insurance, and backup
equipment for the Rolling Stock.

       "Scheduling Coordinator" means the Person, designated by the Owner, that
is responsible for (i) developing the Owner's Dispatch Schedule, and (ii)
providing instructions to the Operator regarding the level of generation
required and fuel to be used to meet the Owner's revenue requirements.

       "Subcontractor" means any person, firm or corporation which performs
work for the Operator or the Owner at the request and direction of the Operator
pursuant to the terms of this Agreement and, subject to the provisions of
Section 4.2(c), may include Affiliates of the Owner or the Operator. Such
Subcontractors shall be qualified by the Operator's evaluation of credentials
and qualifications in accordance with a qualification program approved by the
Owner.

                                   ARTICLE 2
                              OPERATOR WORK SCOPE

       2.1    Operator Work Scope:

              (a)    Subject to the provisions of Section 3.1, the Operator
       agrees to administer, operate and maintain the Facility in accordance
       with the terms and conditions of this Agreement.

              (b)    Subject to the terms of this Agreement and so long as it
       remains in effect, the Owner hereby grants the Operator the
       non-exclusive right (which shall not constitute an easement or other
       restriction on the Facility) to enter on the premises on which the
       Facility is located and to occupy and have free access to use the same
       for solely the purposes set forth in this Agreement. The Operator agrees
       that in its capacity as the Operator it does not and shall not claim at
       any time any interest or estate of any kind or extent whatsoever in the
       Facility by virtue of this Agreement or the Operator's occupancy or use
       of the Facility hereunder.

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              (c)    Operator covenants that it will not cause or permit any
       waste or destruction of, or damage to, the Facility, ordinary wear and
       tear excepted, and shall not use or permit the use of the Facility other
       than as described in this Agreement, and that it will not suffer to be
       maintained any nuisance or unlawful or improper use of occupation of the
       Facility; provided, however, that noise from equipment shall be referred
       to the Owner for correction as a maintenance or capital budget item.

              (d)    The Operator agrees that all programs, procedures and
       other intellectual property developed by the Operator for use on or at
       the Facility shall remain the property of the Owner.

       2.2    General Duties: The Operator shall, in consideration for the
Operator Fee and Performance Incentive, administer, operate and maintain of the
Facility in accordance with the Approved Operating Budget, the Dispatch
Schedule, Prudent Operating Practices and all Legal Requirements. It is
understood and agreed that the Operator shall incur Operating Costs in the
Owner's name and such Operating Costs shall be payable from funds on deposit in
the Operating Account. The Owner shall manage the Operating Account, writing
checks, drafts, and making wire transfers, in paying Operating Costs. Without
limiting the generality of the first sentence of this Section 2.2, of the
Operator shall perform the following tasks:

              (a)    Perform all administrative work of the Facility including:

                     (i)    Plan, schedule and conduct all business related to
              the operation and maintenance of the Facility.

                     (ii)   Coordinate the fuel supply including delivery,
              unloading and inventory as required by the Dispatch Schedule, on
              a day to day basis.

                     (iii)  Develop a spare parts and inventory program and
              submit the same to the Owner for approval, such program being
              intended to minimize carrying costs of the Owner and risks of
              shortages of inventory.

                     (iv)   Based on the approved spare parts and inventory
              program, and as provided for in the Approved Operating Budget,
              purchase and inventory spare parts, materials, and supplies
              (including Consumables and items covered by Plant Office Expenses
              and Rolling Stock Expenses), and review and approve invoices for
              same.

                     (v)    Based on the Dispatch Schedule, ISO and Power Pool
              rules (A) maintain the required IMA and (B) advise the Owner of
              risks associated with fuel and dispatch issues, including any
              recommended curtailments.

                     (vi)   Provide such operating and maintenance consulting
              services to the Owner as  it may deem necessary or desirable.

                     (vii)  Respond in a timely manner to written requests for
              Facility information from the Owner.

                     (viii) Develop a qualification program for evaluating the
              qualifications and credentials of Subcontractors, and maintain
              the existing R Stamp program for boiler and pressure vessel
              repair.

                     (ix)   Cooperate with and assist the Owner in performing
              the Owner's obligations, and the obligations of any party acting
              for or as the assignee of the Owner, under the Project
              Agreements.

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                     (x)    Obtain and maintain such workers' compensation,
              unemployment and other employee-related insurance as is required
              under applicable state law.

                     (xi)   Negotiate and administer the Labor Agreements to
              achieve continuity of labor forces, labor harmony and efficient
              use of labor forces in accordance with the Approved Operating
              Budget.

                     (xii)  Maintain necessary administrative office
                     facilities.

                     (xiii) Jointly with the Owner, provide for good community
              relations.

                     (xiv)  Prepare and provide periodic reports on behalf of
              and at the request of the Owner.

                     (xv)   Provide recommendations to the Owner to increase
              reliability and reduce expenses.

                     (xvi)  Obtain and maintain required and appropriate levels
of insurance with respect to its activities hereunder.

                     (xvii) Provide assistance to the Owner in tracking
purchase and sales of emissions credits.

              (b)    Perform all work associated with the Annual Operating
       Budgets including:

                     (i)    Provide accounting for any monthly, quarterly, year
              end or other reports.

                     (ii)   Provide monthly and quarterly detailed financial
              and operating reports with Approved Operating Budget comparison.

                     (iii)  Review and approve all invoices.

                     (iv)   Maintain true, complete and accurate cost ledgers
              and accounting records in accordance with generally accepted
              accounting principles ("GAAP")utilized by the Owner regarding the
              services provided and expenses paid or incurred by it pursuant to
              this Agreement.

                     (v)    Cooperate with the Independent Public Accountant
              authorized by the Owner to perform annual financial audits.

                     (vi)   Provide a proposed Operating Budget on or before
              July 1 of each year for the next eighteen (18) month period for
              approval in advance by the Owner, based on the Owner's inputs.
              The Operator shall take into account the Dispatch Schedule, fuel
              and other contracts, and other relevant matters, in the
              preparation of the proposed Operating Budget. The Operator shall
              list all assumptions, including emissions data, and provide
              adequate information to identify risks. For any partial Calendar
              Year, the Operator shall submit a proposed Operating Budget to
              the Owner for the balance of the first partial Calendar Year plus
              the following Calendar Year for the Owner's approval.

                     (vii)  Provide a proposed Five Year Forecast on or before
              July 1 each year for the next five years for approval by the
              Owner, based on the Owner's inputs.

                     (viii) Provide Notice to the Owner promptly if Operating
              Expenses exceed or are expected to exceed the Approved Operating
              Budget by the lesser of $50,000 or 10% of any

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              individual line item in the Approved Operating Budget, including
              detailed information impacting specific line items. Provide
              proposed revisions to the Operating Budget based on changes in
              the Owner's expected Dispatch Schedule for the relevant period,
              and fuel and/or other contracts.

                     (ix)   Identify and determine the necessity and cost of
              capital improvements and annually recommend a capital budget to
              the Owner.

              (c)    Perform operation and maintenance services at the Facility
       including:

                     (i)    Maintain an effective and sufficient operating work
              force through appropriate on-going hiring, training,
              administration and compensation and coordination with the Owner's
              management personnel.

                     (ii)   Develop and maintain safety procedures, a safety
              manual, an employee job-site conduct handbook and an effective
              safety program, including, without limitation, fire and explosion
              safety measures.

                     (iii)  Operate and maintain the Facility in a clean, safe
              and efficient manner in accordance with the Approved Operating
              Budget, Dispatch Schedule, Prudent Operating Practices, the
              Project Agreements, equipment manufacturers specifications and
              warranty terms, and all Legal Requirements, including developing
              and maintaining an environmental program. Such operation shall
              economically limit the use of emission allowances.

                     (iv)   Maintain true, complete and accurate operating
              logs, records and reports necessary or beneficial for proper
              operation and maintenance of the Facility.

                     (v)    Maintain drawings, instruction books and operating
              and maintenance manuals and procedures and revise drawings and
              manuals as modifications are made. All such material, including
              all revisions and updates, regardless of medium used, shall
              remain the Owner's property.

                     (vi)   Maintain all tools and instruments necessary to
              operate and maintain the Facility.

                     (vii)  Develop, implement and regularly update a
              maintenance program that is intended to minimize maintenance
              costs, maximize intervals between major maintenance outages, and
              does not invalidate equipment manufacturers' warranties,
              specifications and recommendations or Prudent Operating Practices
              and meets the requirements of the authorized insurance inspector.

                     (viii) Schedule and perform or cause to be performed the
              work specified in the maintenance program in accordance with the
              Dispatch Schedule, the Approved Operating Budget, Prudent
              Operating Practice, and all Legal Requirements.

                     (ix)   Schedule, perform and record periodic operational
              checks and tests of equipment in accordance with the equipment
              manufacturers' specifications and recommendations Prudent
              Operating Practices and all Legal Requirements, and arrange for
              required environmental or other required specialized equipment
              tests to be performed.

                     (x)    Evaluate the nature and impact of any equipment
              failure and if the failure is major or material, promptly provide
              Notice to the Owner and review the situation with the Owner and
              mutually agree on a reasonable remedy of the matter.

                     (xi)   Cooperate with and assist the Owner's personnel in
              obtaining and maintaining required Legal Requirements.

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                     (xii)  Operate the Facility in accordance with the
              Approved Operating Budget for such items, and if a new operating
              budget is not timely approved by the Owner, operate in accordance
              with the preceding Approved Operating Budget until a new
              Operating Budget is approved by the Owner, and approval shall be
              subject to dispute resolution in a timely manner.

                     (xiii) Provide for necessary and desirable security
              services for the Facility.

                     (xiv)  Provide for building, structural and yard
              maintenance services.

                     (xv)   Order, receive and maintain adequate inventories
              and supplies.

                     (xvi)  Provide the Owner and the Owner's designees with
              unrestricted access to the Facility and cooperate with the Owner
              and its representatives and designees in all Owner inspections of
              the Facility. Such inspections may occur without Notice at any
              time and shall not unreasonably interfere with personnel safety
              or the operation and maintenance of the Facility.

                     (xvii) Operate and maintain the Facility in such a way as
              to satisfy all Legal Requirements, taking such samples and
              performing and reporting such tests as are required by all Legal
              Requirements, and promptly provide Notice to the Owner of any
              areas of Legal Requirements conflicts or violations or
              unsatisfactory conditions or test results, including performing
              all necessary testing and reporting in accordance with Legal
              Requirements.

                     (xviii)       Dispose of all waste materials, including
              ash, in accordance with Legal Requirements and the Owner's waste
              disposal agreements, if any.

                                   ARTICLE 3
                         RESPONSIBILITIES OF THE OWNER

       3.1    Owner Responsibilities. The Owner shall have exclusive
operational control and decision making authority with respect to the overall
operation of the Facility. In addition, the Owner shall be responsible for the
following:

              (a)    Operator Fee. The Owner shall pay to the Operator the base
       Operator Fee of $400,000 per calendar year, in equal quarterly
       installments in arrears (prorated for any partial quarterly period
       between the Effective Date and the first day of the next full Calendar
       Quarter), due and payable on the first day of the following Calendar
       Quarter until such time as this Agreement is terminated as provided for
       in Article 5 or 6. Such fee is not subject to escalation.

              (b)    Fund Operating Account. The Owner shall promptly fund and
       replenish the Operating Account upon request of the Operator in the
       amounts specified by the Operator as necessary to pay all current
       Operating Costs and all other Operating Costs reasonably projected by
       the Operator to become due and payable during the next thirty (30) days.

              (c)    Accounting Guidelines. The Owner shall provide the
       Operator with accounting policies, directives and procedures so that the
       Operator can perform its responsibilities in Article 2.

              (d)    Approval of Submittals. The Owner shall promptly review
       the proposed maintenance program, the five year forecast, and the
       proposed operating budget. The Owner shall meet with the Operator to
       discuss the same and, if the Owner determines that any item proposed
       should be changed and if the parties are unable to resolve a dispute in
       good faith with respect to the submittals, the same shall be submitted
       to dispute resolution.

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              (e)    Remedy of Major Equipment Failures. The Owner shall
       promptly meet with the Operator to determine the course of action to be
       taken to remedy or repair major equipment failures; provided, however,
       that the Operator shall take such action as it deems prudent to protect
       life or property in the event of an emergency involving failure of
       equipment.

              (f)    Preparation of Dispatch Schedules. The Owner shall be
       responsible to provide to the Operator by June 1 each year a proposed
       Dispatch Schedule for the next five (5) years. The Dispatch Schedule
       shall show all anticipated fuel requirements, as well as periods of time
       and corresponding generation levels required for the Owner's revenues.

              (g)    Approval of Capital Budget. The Owner shall promptly
       review any capital additions or replacements recommended by the
       Operator, and shall approve such capital additions or replacements as
       the Owner deems necessary or desirable. The Owner shall separately
       contract for any major maintenance replacements or capital improvements
       that are outside of the capacity of the Operator's resources.

              (h)    Provide copies of Legal Requirements and Project
       Agreements. The Owner shall provide to the Operator copies of all Legal
       Requirements and Project Agreements.

               (i)   Safety: The Owner shall be responsible to ensure that
       there is adequate funding available for safety related capital
       expenditures, and to ensure that the Operator implements an effective
       safety program.

       3.2    Owner's Representative. The Owner's Commercial Asset Manager
shall be the Owner's site representative and shall be responsible for the
following:

              (a)    Work with the Operator to ensure that the Owner's
       obligations under the Project Agreements are performed.

              (b)    Work with the Operator to ensure that Legal Requirements
       are maintained.

              (c)    Ensure that the Power Pool, bilateral and income statement
       accounting (including but not limited to closing the books monthly,
       quarterly and annually) is performed and required reports are issued,
       including the Independent Public Accountant's annual report.

              (d)    Ensure that invoices are properly cost coded and timely
       reviewed and approved.

              (e)    Represent the Owner's interests with respect to local
       community relations, including property tax issues.

                                   ARTICLE 4
                   REPRESENTATIONS, WARRANTIES AND COVENANTS

       4.1    Representations and Warranties. The Owner and the Operator each
hereby represents and warrants to the other that the following statements are
true and correct as of the date hereof and shall be true and correct at all
times that it is a party hereto:

              (a)    It is duly formed, validly existing, and in good standing
       under the laws of the jurisdiction of its incorporation or formation; to
       the extent required by applicable law, it is duly qualified and in good
       standing in the jurisdiction of its principal place of business, if
       different from its jurisdiction of incorporation or formation; and that
       it has full power and authority to execute and deliver this Agreement

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       and to perform its obligations hereunder, and all necessary actions by
       the officers, managers, members or other applicable persons necessary
       for the due authorization, execution, delivery, and performance of this
       Agreement by it have been duly taken.

              (b)    It has duly executed and delivered this Agreement and the
       other documents contemplated herein, and they constitute its legal,
       valid and binding obligations enforceable against it in accordance with
       their terms (except as may be limited by bankruptcy, insolvency or
       similar laws of general application and by the effect of general
       principles of equity, regardless of whether considered at law or in
       equity).

              (c)    Its authorization, execution, delivery, and performance of
       this Agreement does not and will not (i) conflict with, or result in a
       breach, default or violation of, (A) its organizational documents, (B)
       any contract or agreement to which it is a party or is otherwise
       subject, or (C) any law, order, judgment, decree, writ, injunction or
       arbitral award to which it is subject; or (ii) require any consent,
       approval or authorization from, filing or registration with, or notice
       to, any governmental authority (including any approvals required by the
       Federal Energy Regulatory Commission) or other person, unless such
       requirement has already been satisfied.

              (d)    It is not a party to any litigation the outcome of which
       could reasonably be expected to adversely affect its ability to perform
       its obligations hereunder or to have a material adverse effect on its
       properties, business or financial condition.

              (e)    The Owner does not warrant or represent that the
       Facility's premises are safe, healthful, or suitable for the performance
       of the Operator's obligations hereunder.

              (f)    The Owner is an exempt wholesale generator ("EWG") as
defined in the regulations of the Federal Energy Regulatory Commission.

       4.2    Covenants. The Owner and the Operator hereby covenant and agree
as follows:

              (a)    Each will timely acquire and maintain all permits,
       licenses, waivers and approvals (including, if required, approval to
       operate as an EWG) required by any state or federal regulatory authority
       in order for it to perform its obligations hereunder.

              (b)    Each will at all times abide by all laws, rules and
       regulations of any state or federal governmental authority applicable to
       the conduct of the Parties or the performance of their obligations
       hereunder.

              (c)    The Operator will not acquire any assets or services from
       or to any Affiliate except in the ordinary course of the Operator's
       business upon terms no less favorable to the Operator than would be
       obtained in a comparable arms length transaction with a Person not an
       Affiliate and then only with the written consent of the Owner after
       receiving a reasonable description in writing of each of the terms
       thereof. Affiliate services shall also be subject to the Operator's
       Subcontractor qualification program.

                                   ARTICLE 5
                              TERM AND TERMINATION

       5.1    Term. This Agreement shall be effective on the Effective Date and
remain in effect until the fifth anniversary of the Effective Date. This
Agreement shall automatically be renewed for successive five-year periods
subject to Notice of Termination of both Parties one hundred eighty (180) days
prior to the end of the Term. The

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Operator shall be reimbursed for usual and customary demobilization costs and
employee severance costs, if any, if the Owner elects to not renew this
Agreement.

       5.2    Termination for Convenience. Notwithstanding the foregoing the
Owner may at any time and in its sole discretion terminate this Agreement upon
at least six (6) months prior Notice of Termination to the Operator. This
Agreement shall thereupon terminate on the date set forth in such Notice of
Termination. In the event of such termination, the Owner shall pay the present
value of the Operator Fees for the remaining period of the Term, discounted at
prime plus 6%, plus usual and customary demobilization costs and employee
severance costs, if any.

       5.3    Termination for Cause. The Owner may terminate the Operator for
failure to remedy an Event of Default, such termination to be effective on the
date specified in the Notice of Termination, and the Operator shall forfeit any
Operator Fee not yet paid or owing for the remainder of the Term.

       5.4    Affiliate Termination. The Owner may terminate this Agreement
with at least six (6) months prior Notice if NRG Energy, Inc. or one of its
Affiliates ceases to maintain an ownership interest in the Owner of at least
25%. In the event of such termination, the Operator shall be reimbursed for
usual and customary demobilization costs and employee severance costs, if any,
but shall not be paid any amount in respect of the Operating Fee scheduled to
accrue during the period after the date of such termination.

                                   ARTICLE 6
                    EVENTS OF DEFAULT AND DISPUTE RESOLUTION

       6.1    Events of Default.

              (a)    The Owner shall be in default under this Agreement if the
       Owner fails to pay when due any amount payable by the Owner hereunder
       not being disputed by the Owner in good faith in writing, and fifteen
       (15) days have elapsed after such due date.

              (b)    The Operator shall be in default if the Operator commits a
       material breach of its obligations under this Agreement, or if its
       breach under this Agreement causes a material default in any Project
       Agreement or a material adverse variance in the Approved Operating
       Budget and the Operator shall fail to promptly cure such failure within
       forty-five (45) days after Notice thereof, or if the failure is capable
       of being cured but is not resolved within forty-five (45) days after
       Notice thereof, and the Operator has commenced and is diligently
       pursuing a cure to such default, such default is not cured within one
       hundred eighty (180) days after Notice thereof. Failure to meet the
       required IMA for two consecutive Calendar Quarters is an Event of
       Default.

       6.2    Rights Upon Default.

              (a)    Right of Operator. Upon the occurrence and continuance of
       a default described in 6.01(a), the Operator may, at its option,
       terminate this Agreement by delivering written Notice of termination to
       the Owner, which Notice of termination shall be effective forty-five
       (45) days after the date it is received by the Owner; provided, however,
       that if the Owner has cured or undertaken to cure such default within
       thirty (30) days of actual delivery of such Notice of termination to the
       Owner, such Notice of termination shall be deemed to have been canceled
       and shall be null and void. In the event of such termination, the Owner
       shall pay all amounts due the Operator, including the Operator Fee,
       Incentive Fee (if any, for the current period), and any unreimbursed
       costs advanced by the Operator for Operating Costs then due. In such
       event, Operator shall take all necessary steps to shut down and protect
       the Facility, leaving the same in an orderly and safe condition, prior
       to leaving the premises. The rights and remedies of the Operator (and of
       any Person acting on behalf of or claiming through the Operator) under
       this Section

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<PAGE>   12

       6.2(a) shall be the Operator's (and any such Person's) sole right and
       remedy for any breach of or default under the terms of this Agreement.

              (b)    Right of the Owner. Upon the occurrence and continuance of
       an Event of Default described in Section 6.1, the Owner may, at its
       option, terminate this Agreement, in accordance with Section 5.3, by
       delivering written Notice of termination to the Operator, which Notice
       of termination shall be effective immediately. In such event, Operator
       shall take all necessary steps to protect the Facility, leaving the same
       in an orderly and safe condition, prior to leaving the premises. The
       rights and remedies of the Owner (and of any Person acting on behalf of
       or claiming through the Owner) under this Section 6.2(b) shall be the
       Owner's (and any such Person's) sole right and remedy for any breach of
       or default under the terms of this Agreement.

       6.3    Dispute Resolution. In the event the parties are unable to
resolve a dispute in good faith within thirty days, the aggrieved party shall
Notice the other party and the matter shall be referred to a senior officer of
each party, who shall have thirty (30) days to resolve the matter, after which
either party may pursue any and all other remedies available at law or in
equity.

                                    ARTICLE 7
                    INDEMNIFICATION; LIMITATIONS OF LIABILITY

       7.1    Indemnifications. To the extent not otherwise covered by Facility
insurance, each party hereto will indemnify and hold harmless the other and
each director, officer, employee and Affiliate thereof, from and against all
losses, claims, damages, expenses or liabilities to which the such indemnified
party or such director, officer, employee or affiliated Person may become
subject, insofar as such losses, claims, damages, expenses or liabilities (or
actions, suits or proceedings including any inquiry or investigation or claims
in respect thereof) arise out of, in any way relate to, or result from a breach
of this Agreement by the indemnifying party; provided however, that such party
shall not have the right to be so indemnified for its own gross negligence or
willful misconduct as finally determined by a court of competent jurisdiction
after all appeals and time for appeals have expired. If any action, suit or
proceeding arising from any of the foregoing is brought against a party or any
other Person indemnified or intended to be indemnified pursuant to this Section
7.1, the indemnifying party will, if required by the indemnified party or any
such indemnified Person, resist and defend such action, suit or proceeding or
cause the same to be resisted and defended by counsel reasonably satisfactory
to the Person or Persons indemnified or intended to be indemnified. Each
indemnified Person shall, unless the indemnified party or such indemnified
Person has made the request described in the preceding sentence and such
request has been complied with, have the right to employ its own counsel
(including staff counsel) to investigate and control the defense of any matter
covered by such indemnity and the reasonable fees and expenses of such counsel
shall be at the expense of the indemnifying party. Notwithstanding anything
contained in this Section 7.1 to the contrary, each of the Owner and the
Operator shall be named insured on the insurance covering the Facility's
property and business, and no party shall be required to indemnify the other
for any loss for which such insurance shall provide a recovery.

       7.2    Limitation of Liability. The liability of either party to the
other on all claims of any kind (excluding death or bodily injury), whether
based on contract, indemnity, warranty, tort (including, as the case may be, a
party's own negligence), strict liability or otherwise, for all losses or
damages arising out of, connected with, or resulting from this Agreement or
from the performance or breach thereof, or from any services covered by or
furnished during the term of this Agreement, shall in no case exceed five times
the annual Operator Fee.

       7.3    Waiver of Consequential Damages. In no event, whether based on
contract, indemnity, warranty, tort (including, as the case may be, a party's
own negligence) or otherwise, shall the Operator or its Subcontractors and
suppliers be liable to the Owner, or the Owner, its Subcontractors and
suppliers be liable to the Operator, for special, incidental, exemplary,
indirect or consequential damages including, but not limited to, loss of
profits or revenue, loss of use of the equipment or any associated equipment,
cost of capital, cost of purchased power, cost of

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<PAGE>   13

substitute equipment, facilities or services, downtime costs, or claims of
customers of the Owner or the Operator for such damages, and each party shall
indemnify the other, its Subcontractors and suppliers against any such claims
from the other's suppliers or customers.

                                       13

<PAGE>   14

                                   ARTICLE 8
                                   ASSIGNMENT

       8.1    Assignment. Neither Party shall assign this Agreement or its
rights hereunder without the prior written consent of the other Party,
provided, however, either Party may, without the consent of the other Party
(and without relieving itself from liability hereunder), (i) transfer, sell,
pledge, encumber or assign this Agreement or the accounts, revenues or proceeds
hereof in connection with any financing or other financial arrangements by or
for the benefit of the Owner Entity or NRG Northeast Generating LLC, (ii)
transfer or assign this Agreement to an Affiliate of such Party if such
Affiliate's creditworthiness and technical ability to perform hereunder is not
materially different than that of such Party, (iii) transfer or assign this
Agreement to any person or entity succeeding to all or substantially all of the
assets of such Party, or (iv) in the case of the Owner Entity, transfer or
assign this Agreement to any person or entity acquiring the Station; provided,
however, that in each such case, any such assignee (other than an assignee in a
transaction referred to in clause (i) above) shall agree in writing to be bound
by the terms and conditions hereof and such assignee's creditworthiness and
technical ability to perform hereunder shall not be materially different than
that of such Party.

                                   ARTICLE 9
                             PERFORMANCE INCENTIVES

       9.1    Performance Incentives.

              (a)    The Operator may be entitled to receive an Incentive Fee
       or obligated to pay a Penalty, as specified in Appendix A.

              (b)    The Incentive Fee or Penalty will be due each August 1,
       and will be based on the preceding twelve month period ending July 1.
       Penalties, if any, may be recouped or set-off against the next due and
       payable Operator Fee or Incentive Fee and adjusted for any partial
       operating year following the date of this Agreement.

                                   ARTICLE 10
                                 MISCELLANEOUS

       10.1   Independent Contractor. Except as otherwise expressly stated in
this Agreement, the Operator shall at all times be deemed an independent
contractor and not by reason of this Agreement a joint venturer, agent or
principal of the Owner and none of the Operator's officers, directors,
partners, employees, agents or representatives or the officers, directors,
partners, employees, agents or representatives of its Subcontractors shall be
considered officers, directors, partners, employees, agents or representatives
of the Owner.

       10.2   Severability. The invalidity, in whole or in part, of any of the
provisions of this Agreement will not affect the validity of the remaining
provisions hereof.

       10.3   Entire Agreement. This Agreement and all amendments thereto
contain the complete agreement between the Owner and the Operator with respect
to the matters contained herein and supersede all other agreements, whether
written or oral, with respect to the matters contained herein between the Owner
and the Operator.

       10.4   Amendment. No modification amendment, or other change to this
Agreement will be effective unless consented to in writing by each of the
parties hereto.

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<PAGE>   15


       10.5   Waiver. Failure or forbearance by a party to exercise any of its
rights or remedies under this Agreement shall not constitute a waiver of such
rights or remedies. No party shall be deemed to have waived or forborne any
right or remedy resulting from such failure to perform unless it has made such
wavier specifically in writing.

       10.7   Counterparts. This Agreement may be executed in one or more
counterparts each of which shall be deemed an original and all of which shall
be deemed one and the same Agreement.

        10.8  Choice of law. This Agreement shall be governed by the laws of
the State of New York.

        10.9  Title Passage. Title to all materials and services provided under
this Agreement shall pass to the Owner upon performance of the work or upon the
Owner becoming obligated to make payment therefor. It is expressly understood
and agreed, however, that the passage of title shall not release the Operator
from its responsibility to fully carry out its obligations under this
Agreement. The Operator shall issue purchase orders in the name of the Owner as
the Owner's agent.

       10.10  Effect of Force Majeure. If either party is rendered unable by an
event of Force Majeure to carry out, in whole or part, its obligations under
this Agreement, then, for only the pendency of such Force Majeure, the party
affected by the event (other than the obligation to make payments then due or
becoming due with respect to performance which occurred prior to the event)
shall be temporarily relieved of its obligations hereunder insofar as they are
affected by Force Majeure but for no longer period. The party affected by an
event of Force Majeure shall provide the other party with written notice
setting forth the full details thereof within two (2) Business Days after the
occurrence of such event and shall take all reasonable measures to mitigate or
minimize the effects of such event of Force Majeure.

       10.11  Interest on Amounts due. Any amounts owing fifteen (15) days
after the due date thereof shall bear interest at the prime rate of interest as
reported from time to time in the Wall Street Journal plus 2%.

       10.12  Continuous Operation. During the pendency of any dispute arising
under this Agreement, unless otherwise agreed between the parties the Operator
shall continue to operate the Facility without default or interruption in
service.

                                       15

<PAGE>   16


       10.13 Notice: A Notice, consent, approval, or other communication (each
a "Notice") shall be delivered in writing via mail or facsimile, and if meant
for

     Owner delivered to:                  Operator delivered to:

     Commercial Asset Manager             President
     Somerset Power LLC                   NRG Somerset Operations, Inc.
     1221 Nicollet Mall, Suite 700        1221 Nicollet Mall, Suite 700
     Minneapolis, MN 55403                Minneapolis, MN 55403
     612-373-5350 (phone)                 612-373-8668 (phone)
     612-373-5346 (fax)                   612-373-5346 (fax)

       IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first set forth above.

                           SOMERSET POWER LLC

                           By: /s/ Craig A. Mataczynski
                              ----------------------------------
                           Title: President
                                 -------------------------------

                           NRG SOMERSET OPERATIONS INC.

                           By: /s/ Louis P. Matis
                              ----------------------------------
                           Title: President
                                 -------------------------------


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