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                                      ABB

                                                               EXHIBIT 10.19 (C)

                                AMENDMENT NO. 2

     THIS AMENDMENT NO. 2, to the Service Agreement dated the 9th day of June
1988, (hereinafter "Service Agreement"), as previously amended by:

        (i)   Hot Gas Path Parts Addendum (hereinafter "HGPP Addendum")
              dated 31st day of December 1993;

        (ii)  Amendment No. 1 to the HGPP Addendum (hereinafter "HGPP
              Amendment No. 1") dated the 18th day of July 1994; and

        (iii) Amendment No.  1 to the Service Agreement (hereinafter
              "Agreement Amendment No. 1") dated 1st day of April 1995;

(all collectively hereinafter identified as the "Contract"), is made and
entered into as of the 15th day of January, 1998, by and between ABB Power
Generation Inc. ("ABB"), a Delaware Corporation, successor in interest to ABB
Energy Services Inc. and Midland Cogeneration Venture Limited Partnership
("MCV"), a Michigan limited partnership, referenced jointly herein as the
"Parties" or singularly as the "Party".

                              W I T N E S S E T H:

     WHEREAS, MCV and ABB entered into the Contract for the provision of
inspections, maintenance, repair and spare parts by ABB for MCV gas turbines
and their auxiliary systems;

     WHEREAS, MCV desires to enter into an arrangement specifically for the
supply and installation of 11NM GT Parts ("11NM Parts") for an additional
eleven (11) 11N GT units;

     WHEREAS, ABB, as consideration for supply and installation of 11NM Parts,
desires to extend the entire term of the Contract covering the provision of
inspections, maintenance, repair and spare parts by ABB for MCV gas turbines
(including the Hot Gas Path ("HGP") Parts for all twelve 11NM or 11N gas
turbines, as the case may be) (hereinafter the "Plan") and their auxiliary
systems; and

     WHEREAS, the Parties desire to describe this new long-term arrangement in
this Amendment No. 2, to the Contract;

     NOW THEREFORE, in consideration of the mutual promises contained herein,
the Parties hereby agree as follows:

GENERAL

This Amendment No. 2, modifies certain portions of the Contract including the
(i) Service Agreement; (ii) Agreement Amendment No. 1; (iii) HGPP Addendum; and
(iv) HGPP Amendment No. 1, all of which relate to performance of the Plan and
the supply and service of HGP Parts, 11N parts, and the provision of
inspections, maintenance, repair and spare parts by ABB for MCV gas turbines
and their auxiliary systems.  Except where expressly modified by this Amendment
No. 2, all provisions of the Contract shall remain in full force and effect.
In case of conflict, the provisions of this Amendment No. 2, shall prevail with
respect to the supply of HGP Parts under the Plan and the provision of
inspections, maintenance, repair and spare parts by ABB for MCV gas turbines
and their auxiliary systems.



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                                      ABB


MODIFICATIONS AND ADDITIONS:

1.ARTICLE 1 - DEFINITIONS:

  Add the following new definitions:

  1.33 11NM Parts shall consist of the following elements, which shall
       replace their 11N equivalents under the Plan for those units converted
       to 11NM:

        (i)   Blade Rows 1 - 5, including 11NM hardware;

        (ii)  Vane Rows 1 - 5, including 11NM hardware;

        (iii) Heatshields (Vane Carrier), including 11NM hardware;

        (iv)  Heatshields (Rotor), including 11NM hardware;

        (v)   Inlet C Segments, including 11NM hardware;
              
        (vi)  Vane Carrier; and

        (vii) Exhaust Gas Housing.

  1.34 Variable Inlet Guide Vanes ("VIGVs") shall mean hardware excluding
       wiring, installation and commissioning.  (Note: VIGVs shall be provided
       only if unit is not already equipped, and are not included as spare
       parts to be provided under the Plan.)

  1.35 The Installation Outage ("Outage") during which the 11NM Parts are
       installed is defined as occurring during the Scheduled 72,000 EOH "C"
       Inspection.  The Outage associated with the initial installation of 11NM
       Parts will be counted as fulfillment of ABB's contractual outage
       obligation for "C" inspections under the Contract for the unit into
       which the 11NM Parts are installed.

  1.36 An 11NM "Emergency Set" is defined as a set of:

        (i)   Row 1, 2, 3, 4 and 5 blades, including 11NM hardware;

        (ii)  Row 1, 2, 3, 4 and 5 vanes, including 11NM hardware;

        (iii) Vane Carrier heat shields, including 11NM hardware; and

        (iv)  Inlet C Segments, including 11NM hardware; and

        (v)   Vane carrier.

  1.37 GT Rotor is defined as HTCT 001540R0001 including:

        (i)   Labyrinth seals and overspeed trip device

        (ii)  Initial run out

        (iii) Installation of compressor blades and turbine blades (compressor
              blades supplied by MCV)

        (iv)  High speed balancing

        (v)   Final run out and inspection

        (vi)  Transport fully bladed GT Rotor to MCV site

        (vii) Rotor will installed during one of the scheduled 72,000
              EOH "C" Inspections during which time the 11NM parts are installed
              during Fall 1999.

2.ARTICLE 2 - OBLIGATIONS OF THE PARTIES

  Delete and replace existing paragraphs 2.13 and 2.17 of the Contract and add
  new paragraphs as follows:

  2.13 During the term of this Amendment No. 2, ABB agrees to perform the
       Plan and to supply, in a timely manner, all HGP Parts required for the
       normal, efficient operation of the Equipment, whether required as a
       result of a scheduled or an unscheduled inspection; provided however
       that HGP Parts which are replaced by reason of Excluded Events are

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                                      ABB


       not covered by the Plan, this Amendment No. 2; the HGPP Addendum, or
       HGPP Amendment No. 1, but will be provided by ABB pursuant to Article
       5.5(a) of the Service Agreement and upon receipt of a Purchase Order.

  2.17 MCV shall own and maintain one (1) set of 11N HGP Parts at MCV
       Facility site ("Emergency Parts").  Title to the Emergency Parts shall
       be held by MCV.  ABB may, with the consent of MCV, use the Emergency
       Parts in the Equipment.  If so used, ABB shall replace the Emergency
       Parts with new or reconditioned parts within a reasonable amount of
       time.  ABB may at any time replace new parts with reconditioned ones.
       Upon conversion of the last 11N to 11NM the following 11N Emergency
       Parts shall become the property of ABB:

        (i)   Row 1, 2, 3, 4 and 5 blades including 11N hardware;

        (ii)  Row 1, 2, 3, 4 and 5 vanes including 11N hardware;

        (iii) Vane Carrier;

        (iv)  Vane Carrier heat shields, including 11N hardware; and

        (v)   Inlet C segments, including 11N hardware.

  2.25 With respect to 11NM Parts provided under this Amendment No. 2,
       delivery, for purposes of title passage, shall be deemed to have
       occurred when the 11NM Parts are removed from ABB's on-site storage for
       installation into the Equipment.  Upon completion of the 11NM upgrade,
       all 11N Parts removed from the unit become the property of ABB.

  2.26 During the remaining term of the Plan ABB agrees to supply, for
       future outages on the upgraded 11NM GT units and 11N GT Units, provided
       that such 11N GT Unit has not exceeded 96,000 EOH, HGP Parts in a timely
       manner required for fulfillment of the obligations under the Plan.  ABB,
       at its discretion, may supply either new or reconditioned HGP Parts
       under the Plan, provided that reconditioned parts meet prevailing ABB
       quality standards.

  2.27 ABB shall arrange and pay for the transportation of the new 11NM
       Parts to MCV Facility.

  2.28 MCV is responsible for re-certification of the upgraded 11NM GT
       unit's emissions and associated permits upon completion of the 11NM
       upgrade.

  2.29 ABB will upon completion of the last 144,000 EOH "C" inspection
       provide MCV with one (1) new or reconditioned 11NM Emergency Set.

  2.30 ABB shall timely support scheduled HGP Parts rotation under the Plan
       by making available up to two (2) sets of 11NM Parts, including those
       11N HGP Parts required.

  2.31 ABB will make base load adjustments to the 11NM units (immediately
       following conversion).  MCV will provide and set up instrumentation
       required to gather and process data necessary to make the base load
       adjustments.

  2.32 MCV will operate and maintain their 11N and 11NM GT units in
       accordance with ABB's recommendations and written Operating Instruction
       Manuals for the MCV Units unless MCV determines that such operation may
       be detrimental to the Equipment (e.g. MCV may operate the Equipment
       below ABB's recommended firing temperature but may not operate Equipment
       above ABB's recommend firing temperature or modify the logic that is
       used to define and measure such limit).

  2.33 ABB and MCV agree to negotiate an equitable agreement for the
       implementation of improvements in availability and performance, in
       accordance with ABB recommendations, on the 11N or NM units at MCV.
       These improvements are not included in the scope of work contained
       herein and will be priced separately.

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                                      ABB


3.ARTICLE 4 - TERM OF AGREEMENT

  This paragraph modifies the Term of the Contract as follows:

  "The Term of the Contract and this Amendment No. 2 shall expire upon the
  completion of the sixth "C" Inspection for the Equipment except that in no
  event shall the Term extend beyond December 31, 2009.  If by the end of 2008
  all "C" Inspections are not complete, the Parties agree to negotiate in good
  faith a mutually acceptable reconciliation of each Party's obligations.
  ABB's responsibility under the Contract shall expire progressively as each
  "C" Inspection on the Equipment is concluded at or about 144,000 EOH."

4.ARTICLE 5 - FEES AND PAYMENTS

  Delete and replace existing paragraphs 5.3(a) and 5.5(d) and (e) of the
  Contract and add new paragraph 5.5(f) as follows:

  INSPECTION FEE:

  5.3 (a)

  (1)  The Inspection Fee shall be payable in monthly installments on the
       first day of each calendar month after the Commencement Date.  The first
       payment shall be due on the Commencement Date.

  (2)  The Inspection Fee ("IF") for the performance of ABB's obligations is
       Two Hundred Thirty-three Thousand Two Hundred Fifty Dollars ($233,250)
       per calendar month from the Commencement Date through March 31, 1995.
       Beginning April 1, 1995, MCV will pay a total of Twenty-seven Million
       One Hundred Sixty-nine Thousand Seven Hundred Thirteen Dollars
       ($27,169,713), in 1994 dollars ("Base IF Price"), as the IF, which will
       be paid in monthly installments of Two Hundred Eighty-three Thousand
       Seventeen Dollars and Eighty-four Cents ($283,017.84) per calendar month
       and will continue until the monthly payments in 1994 dollars total
       Twenty-seven Million One Hundred Sixty-nine Thousand Seven Hundred
       Thirteen Dollars ($27,169,713), prior to adjustment for inflation, which
       will occur upon the accumulation of 768,000 EOH ("Base IF Period"),
       utilizing March 1, 1995, as the EOH starting date.

  (3)  Beginning with the first month after the Base IF Price of
       Twenty-seven Million One Hundred Sixty-nine Thousand Seven Hundred
       Thirteen Dollars ($27,169,713), has been paid (in 1994 dollars before
       adjustments for escalation) MCV will then pay ABB the sum of Twenty
       Million Three Hundred Seventy-seven Thousand Two Hundred Eighty-four
       Dollars ($20,377,284), stated in 1994 dollars ("Second Base IF Price"),
       covering the period of the subsequent two "C" Inspections of the
       Equipment which is expected to conclude at 1,344,000 EOH (the "Second
       Base IF Period"), utilizing March 1, 1995, as the EOH starting date.
       This amount will be paid in monthly installments of Two Hundred
       Eighty-three Thousand Seventeen Dollars and Eighty-four Cents
       ($283,017.84, in 1994 dollars) per calendar month and are subject to
       adjustments for inflation and EOH.  If the final payment of the Base IF
       Price is less than a full month's payment, then a full month's payment
       will be invoiced by prorating the remaining portion of the monthly
       payment utilizing the Second Base IF Price.

  (4)  Beginning with the April 1, 1998, fiscal year (i.e.; April to March),
       both the Base IF Price and Second Base IF Price monthly payments will be
       adjusted (up or down), each April 1, according to actual EOH utilization
       rates for the prior years, relative to an assumed 8,000 EOH per year for
       each unit of Equipment.  The actual EOH for each unit of Equipment will
       be calculated based on actual operations for the twelve (12) month
       period beginning on March 1 of each year.  Monthly payments will be
       adjusted for contract-to-date cumulative EOH variations from the 96,000
       EOH/year plan which will be spread over the remaining months of the
       applicable period, according to the formulas in 5.3 (a)(6) below.

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                                      ABB


  (5)  Effective immediately the monthly IF payments, for each month in the
       contract fiscal year of April to March, after being adjusted for EOH
       will then be increased or decreased, as the case may be, by the same
       percentage as each of the following: Fifty percent (50%) of the increase
       or decrease, if any, in the "Industry Labor Index", as defined and
       calculated pursuant to Section 5.3(b) of the Service Agreement, from
       January of the previous year to January of the subject calendar year and
       Fifty percent (50%) of the increase or decrease, if any, in the
       "Millwright Wage Rate", as defined and calculated pursuant to Section
       5.3(b) of the Service Agreement, from January 1 of the previous calendar
       year to January of the subject calendar year and as shown in the formula
       contained in 5.3 (a)(6) below.

  (6)  Beginning with the April 1, 1998, payment and each year thereafter,
       monthly payments will be calculated in accordance with the following
       formula:

       BASE IF PRICE FORMULA:
       IFAMP = [BIFPRCV / ((768,000 - CAEOH) / 8,000)] x EOH x IFA
       SECOND BASE IF PRICE FORMULA:
       IFAMP = [SBIFPRCV / ((1,344,000 - CAEOH) / 8,000)] x EOH x IFA
       Where:
       IFAMP =     Adjusted Monthly Payments
       BIFPRCV =   $27,169,713 less all amounts previously paid
       SBIFPRCV =  $20,377,284 less all amounts previously paid
       768,000 =   Total contract EOH (12 units x 8,000 EOH x 8 years) for 
                   Base IF Period
       1,344,000 = Total contract EOH (12 units x 8,000 EOH x 14 years) for 
                   Second Base IF Period
       CAEOH =     Cumulative actual EOH of all units as of March 1 of each year
       8,000 =     8,000 EOH per unit x 12 units / 12 months per year
       EOH  =      CAEOH / Cumulative assumed EOH of all units as of March 1
                   of each year (12 units x 8,000 EOH x number of years into the
                   contract EOH, utilizing March 1, 1995, as the EOH starting 
                   date).
       IFA  =      Inspection Fee Adjustment: 50% of the increase or decrease 
                   in both the Industry Labor Index and Millwright Wage Rate,
                   pursuant to Section 5.3 (b) of the Service Agreement.

       *** SEE EXHIBIT C FOR SAMPLE CALCULATION.

  (7)  At 768,000 cumulative EOH, utilizing March 1, 1995, as EOH start date
       (end of Base IF Period) and at 1,344,000 cumulative EOH, utilizing March
       1, 1995, as EOH start date (end of Second Base IF Period) the Parties
       will reconcile all payments made to ensure that the total payment,
       expressed in 1994 dollars equals Twenty-seven Million One Hundred
       Sixty-nine Thousand Seven Hundred Thirteen Dollars ($27,169,713) and
       Twenty Million Three Hundred Seventy-seven Thousand Two Hundred
       Eighty-four Dollars ($20,377,284) respectively.  If the payments total
       less than Base IF Price or Second Base IF Price at the end of the
       respective terms, then MCV will make a true-up payment to ABB, if
       payments will exceed the Base IF Price or Second Base IF Price prior to
       reaching the applicable cumulative EOH levels, then payments will cease
       once the Base IF Price or Second Base IF Price total payments have been
       made.

  (8)  The IF shall be increased or decreased for Force Majeure Costs or
       Change of Law Costs (as defined and set forth in the Contract).


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                                      ABB


  HOT GAS PATH PARTS ADDENDUM FEE:

  5.5(d)

  (1)  MCV shall pay ABB for the supply of HGP Parts (including 11NM Parts
       to be provided under this Amendment No. 2) and related technical
       support, described in this Amendment No. 2.  MCV shall pay ABB the sum
       of One Hundred Fifty Eight Million Dollars ($158,000,000), in monthly
       installments as set forth herein, stated in 1993 dollars ("Base Price")
       and subject to adjustments for inflation and for US dollar to Swiss
       Franc exchange rate differences.  Payments will begin with the April 1,
       1994, payment and continue until the monthly payments in 1993 dollars
       totals One Hundred Fifty Eight Million Dollars ($158,000,000), prior to
       adjustments for inflation and for US dollar to Swiss Franc exchange
       differences, which will occur upon the accumulation of 864,000 EOH (the
       "Base Period") utilizing March 1, 1994, as the EOH start date.

  (2)  Beginning with the first month after the Base Price of One Hundred
       Fifty Eight Million Dollars ($158,000,000) has been paid (in 1993
       dollars before adjustments for escalation or the Swiss Franc exchange
       rate) MCV will then pay ABB the sum of One Hundred Eight Million Four
       Hundred Ninety-three Thousand Three Hundred Thirty-three Dollars
       ($108,493,333), stated in 1993 dollars ("Second Base Price"), for the
       supply of HGP Parts (including 11NM Parts to be provided under this
       Amendment No. 2) and related technical support over the period covering
       the subsequent two "C" Inspections of the Equipment which is expected to
       conclude at 1,440,000 EOH (the "Second Base Period") utilizing March 1,
       1994, as EOH starting date.  This amount will be paid in monthly
       installments and subject to adjustments for inflation, for US dollar to
       Swiss France exchange differences.  If the final payment of the Base
       Price is less than a full month's payment, then a full month's payment
       will be invoiced by prorating the remaining portion of the month
       utilizing the Second Base Price.

  (3)  All payments are to be made monthly and are due on the first day of
       each month.

  (4)  Beginning with the April 1, 1998, fiscal year (i.e.; April to March)
       monthly Base Price and the monthly Second Base Price payments will be
       adjusted (up or down), each April 1, according to actual EOH utilization
       rates for the previous years, relative to an assumed 8,000 EOH per year
       unit of Equipment.  The actual EOH for each unit of Equipment will be
       calculated based on actual operations for the twelve month period
       beginning on March 1 of each year.  Monthly payments will be adjusted
       for contract-to-date cumulative EOH variations from the 96,000 EOH/year
       plan, which will be spread over the remaining months of the applicable
       period according to the formula shown in 5.5(d)(6).

  (5)  In addition the monthly payments will be adjusted for:

       (i)  Swiss inflation indices from January 1 of the previous
            calendar year to January 1 of the current calendar year, pursuant
            to Sections 5.5 (b) of the Service Agreement, and for

       (ii) US dollar to Swiss Franc exchange rate differences, in
            which the monthly payments will be further increased or decreased,
            as the case may be, by the same percentage as the increase or
            decrease, if any, from the 1993 contract base US dollar equivalent
            of the Swiss Franc rate of $0.6750/SFr to that rate published in
            the Wall Street Journal (WSJ) for trading in the spot market on
            January 1 (or the first business day thereafter if a holiday) of
            the current calendar year, in accordance with the following formula
            and as shown in the formula contained in 5.5(d)(6).

            Exchange Rate Adjustment = (Current year exchange rate, measured in
                                       US$ per Swiss Franc, as published in the
                                       WSJ on the first business day of the year
                                       - Contract Base Exchange Rate of .6750) /
                                       Contract Base Exchange Rate of .6750 .


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                                      ABB


  (6)  Beginning with the April 1, 1998, payment and each year thereafter,
       monthly payments will be calculated in accordance with the following
       formula:

       BASE PRICE FORMULA:
       BPAMP = [BPRCV / ((864,000 - CAEOH) / 8,000] x EOH x E&CAF
       SECOND BASE PRICE FORMULA:
       SBPAMP = [SBPRCV / ((1,440,000 - CAEOH) / 8,000] x EOH x E&CAF
       Where:
       BPAMP =     Adjusted Base Price Monthly Payments
       SBPAMP =    Adjusted Second Base Price Monthly Payments
       BPRCV =     $158,000,000 less all amounts previously paid during the 
                   Base Period
       SBPRCV =    $108,493,333 less all amounts previously paid during the 
                   Second Base Period
       864,000=    Base Price total contract EOH (12 units x 8,000 EOH x 9 
                   years)
       1,440,000 = Second Base Price total contract EOH (12 units x 8,000 EOH x
                   15 years)
       CAEOH =     Cumulative actual EOH of all units as of March 1 of each year
       8,000 =     8,000 EOH per unit x 12 units / 12 months per year
       EOH  =      CAEOH / Cumulative assumed EOH of all units as of March 1
                   of each year (12 units x 8,000 EOH x number of years into the
                   contract EOH, utilizing March 1, 1994, as EOH start date)
       E&CAF =     Cumulative Escalation and Yearly Currency Adjustment
                   Factor (Base Year 1993) in accordance with this Article 5.

       *** SEE EXHIBIT D FOR SAMPLE CALCULATION.

  (7)  At 864,000 cumulative EOH, utilizing March 1, 1994, as EOH start date
       (end of Base Period) and at 1,440,000 cumulative EOH, utilizing March 1,
       1994, as EOH start date (end of Second Base Period) the Parties will
       reconcile all payments made to ensure that the total payment, expressed
       in 1993 dollars equals One Hundred Fifty Eight Million Dollars
       ($158,000,000) and One Hundred Eight Million Four Hundred Ninety-three
       Thousand Three Hundred Thirty-three Dollars ($108,493,333),
       respectively.  If the payments total less than Base Price or Second Base
       Price at the end of the respective terms, then MCV will make a true-up
       payment to ABB, if payments will exceed the Base Price or Second Base
       Price prior to reaching the applicable cumulative EOH levels , then
       payments will cease once the Base Price or Second Base Price total
       payments have been made.

  5.5(e)

  MCV shall pay ABB Forty-one Million Five Hundred Sixty Thousand Dollars
  ($41,560,000) for the supply of 11 sets of 11NM Parts, nine sets of VIGV's
  and one (1) GT Rotor.  Ten percent (10%) is to be invoiced upon signing of
  this Amendment No. 2 and the remaining ninety percent (90%) will be invoiced
  unit by unit (1/11 of the 90% balance) upon completion of each 72,000 EOH "C"
  inspection.  Payment is net thirty (30) days.

  5.5(f)

  MCV shall pay ABB a "One Time Payment" of Four Million Dollars ($4,000,000),
  prior to adjustments for escalation or the Swiss Franc exchange rate.  One
  hundred percent (100%) will be invoiced upon completion of the first
  scheduled 11NM "C" inspection of a NM converted unit.  Payment is net thirty
  (30) days.  This payment is subject to the following adjustments:


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                                      ABB


  (i)  Swiss inflation indices as of the calendar quarter of the year in
       which the payment is to be made, relative to the first calendar quarter
       of 1998, pursuant to Sections 5.5 (b) of the Service Agreement, and for

  (ii) US dollar to Swiss Franc exchange rate differences, in which the
       payment will be further increased or decreased, as the case may be, by
       the same percentage as the increase or decrease, if any, from the US
       dollar equivalent of the Swiss Franc rate published in the Wall Street
       Journal (WSJ) on the first business day following the date of this
       agreement to that rate published in the WSJ for trading in the spot
       market on January 1 (or the first business day thereafter if a holiday)
       of the year in which the payment is to be made, in accordance with the
       following formula.

       Exchange Rate Adjustment = [Current year exchange rate, as published in
                                  the WSJ on first business day of year the
                                  payment is to be made - Contract Base Exchange
                                  Rate (the exchange rate on the first business 
                                  day following the date of this agreement as
                                  published in the WSJ)] / Contract Base
                                  Exchange Rate.

5.ARTICLE 9 - TERMINATION

  Modify the Article by addition of the following language:

  "Certain obligations in this Amendment No. 2, are severable from the Service
  Agreement and Agreement Amendment No. 1, and may be separately terminated.
  Should the:

  -    Service Agreement and Agreement Amendment No. 1 be terminated prior
       to the completion of all ABB obligations under the Plan, the (i) HGPP
       Addendum; (ii) HGP Parts Amendment No. 1; (iii) those provision of this
       Amendment No. 2, applicable to the Plan; and (iv) all the terms and
       conditions of the Service Agreement applicable to performance of the
       Plan shall continue in full force and effect.

  -    Plan obligations of this Amendment No. 2, no longer be in effect
       during the term of this Amendment No. 2, then the Service Agreement,
       Agreement Amendment No. 1, and those portions of this Amendment No. 2
       not applicable to the Plan will remain in effect and the purchase of
       future HGP Parts shall be performed as if the Plan never existed.

  In the event of any termination of the Plan and/or the services under the
  Services Agreement pursuant to this Article 9, whether by MCV or ABB, MCV
  shall pay ABB all amounts accrued and owing under Article 5, Payment, and in
  addition, shall pay a pro rata share of the monthly payment, for the month in
  which termination occurs, calculated by dividing the number of days in the
  month occurring prior to the date of termination with the number of days in
  the month of termination.  Furthermore, if termination of the Plan is by MCV
  for other than cause per 9.1 of the Services Agreement, MCV shall pay or
  cause to be paid to ABB the amount of Fifteen Million Dollars ($15,000,000)
  as liquidated damages and not as a penalty, which amount shall be the full
  measure of damages of any kind whatsoever for MCV's termination of the Plan.
  The liquidated damage value applicable to the Plan shall be reduced to Five
  Million Dollars ($5,000,000) upon completion of the last 96,000 EOH "C"
  inspection or July 1, 2003, which ever comes last.  If termination of the
  services under the Service Agreement is by MCV for other than cause per 9.1
  of the Services Agreement after 2001 (prior to 2001 the Contract termination
  schedule shown in Exhibit 9.2, shall continue to apply), MCV shall pay or
  cause to be paid to ABB the amount of Five Hundred Thousand Dollars
  ($500,000), escalated in 1988 Dollars, as liquidated damages and not as a
  penalty, which amount shall be the full measure of damages of any kind
  whatsoever for MCV's termination of the services under the Services
  Agreement.  Any payment of liquidated damages required hereunder shall be
  made within ten (10) calendar days of such termination of the Plan."


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                                      ABB


6.ACCEPTANCE TESTING AND PERFORMANCE GUARANTEES

  6.1  General:

        ABB guarantees that the 11N GT units converted to 11NM will have, on
        average, a gross:

        1.   KW Output increase, as measured at the gas turbine
             generator terminals, of no less than 6.9% (i.e. 6,000 kW per unit
             at MCV reference performance of 86.66 MW).

        2.   Efficiency increase, as measured at the gas turbine
             generator terminals and combustor fuel input, of no less than 5%
             multiplicative. (e.g. pre outage efficiency measured as 30% the
             post installation performance guarantee point will be 31.5% [30% X
             1.05])

  6.2   Acceptance and Performance Testing:

        All acceptance and performance testing ("Testing") shall be performed
        by MCV at MCV's expense. A pre-outage test shall be performed by MCV on
        each Unit within sixty (60) days of the "C" Inspection at which the
        Unit will be upgraded and no more than seven (7) days after initial
        operation of the Unit following completion of that "C" Inspection.  Any
        re-Testing that may be required shall be performed by MCV no more than
        seven (7) days after initial operation of the Unit following ABB
        correction.  The final Testing procedure shall be mutually agreed upon.
        ABB's and MCV's agreement on the Testing procedure shall not be
        unreasonably withheld.  If ABB and MCV are unable to mutually agree on
        the test procedure, MCV may perform Testing, using calibrated
        instruments, in accordance with the test procedure contained within
        Unit 7 upgrade contract dated September 16, 1996.  ABB shall be
        provided the opportunity to witness all Testing and review all Testing
        results.  All test results shall be made available to ABB within thirty
        (30) days following each test.

        The Testing shall (i) utilize the data acquired during the Testing
        allowing one (1) times the test uncertainty for verification of MWe
        increase; and (ii) be furnished to ABB with a detailed description of
        the analytical procedure used to perform the calculations.

  6.3   Acceptance

        Conformance:
        If following Testing on a unit ABB has demonstrated that the 11 NM unit
        performance (power and efficiency) is equal to or better than that
        measured during the performance test conducted prior to conversion to
        11NM, the unit shall be considered Accepted for the purposes of this
        Agreement.  Acceptance Testing shall not be deemed to have been
        completed unless ABB has first been provided the opportunity to repair,
        replace, modify or otherwise correct such Equipment, as may be
        necessary to improve the performance to the specified performance.

        Non-Conformance:
        If following Testing on a unit ABB has not demonstrated that the 11 NM
        unit performance (power and efficiency) is equal to or better than that
        measured during the performance Testing conducted prior to conversion
        to 11NM, MCV may, at its option:
        (i)  Accept the unit for the purposes of this Agreement,
             notwithstanding any performance non-conformity, and ABB shall
             proceed with the installation of the remaining units; or
        (ii) Cancel the installation of the remaining units based upon
             that unit's nonconformance with the performance acceptance
             criteria.  In the event of cancellation:
             -   ABB is obligated to fix within 36 months the
                 performance deficiency of any unit converted that does not at
                 least achieve the performance measure prior to conversion or
                 return the unit to 11N configuration;
             -   ABB shall be entitled to full payment for the
                 units actually converted;

<PAGE>   10

                                      ABB


            -    ABB shall be paid any performance bonus for the
                 units actually installed and be responsible for any LDs for
                 the units actually installed which are not returned to 11N
                 configuration.
            -    All other provisions of this Amendment shall be
                 considered terminated, except that ABB shall be obligated to
                 support all 11 NM GT Units (if any) under the Contract which
                 are retained in operation by MCV and the Contract will be
                 restated as if this Amendment No. 2 never existed.

  6.4   Remedy:

        Liquidated Damages:

        To the extent that upgraded Units are Accepted but fail to meet the
        specified performance guarantees ABB, at its option, may within 36
        months first repair, replace, modify or otherwise correct such
        Equipment, as may be necessary to improve the performance to the
        specified performance in lieu of liquidated damages.

        In the event such repair, replacement, modification or otherwise
        corrective work is performed successfully, as demonstrated by MCV
        Testing performed within seven (7) days following completion by ABB of
        the corrective action, the provisions of this Article regarding
        liquidated damages ("LDs") shall not apply.

        In any event, if the specified performance guarantees are not achieved
        as demonstrated by MCV Testing performed within seven (7) days
        following completion by ABB of the corrective action, ABB shall pay, as
        LDs and not as a penalty, the sum of:

        (i)  Two Hundred Fifty Dollars ($250) per kW for each full kW
             of performance less than the guaranteed KW Output increase
             calculated as follows for those Units subject to LDs:

             KWLDs  =    [(POKW * 1.069)  -    PIKW]  x    $250
             Where:
             KWLDs =     KW Output Liquidated Damages (calculation must result 
                         in a positive number to require payment of liquidated 
                         damages)
             POKW =      Sum of the Pre-Outage Measured KW
             PIKW =      Sum of the Post Installation Measured KW

        (ii) One Hundred Thousand Dollars ($100,000) for each full %,
             on average, the units subject to LDs actual performance is less
             than the guaranteed efficiency calculated as follows:

             EFLD  =     [(1 - ((PIE)/(POE x 1.05))) x 100]**  x    $100,000

             ** Rounded down (e.g. 1.25% converts to 1%)
             Where:
             EFLD  =     Efficiency Liquidated Damages (calculation must result
                         in a positive number to require payment of liquidated 
                         damages)
             POE   =     Sum of the Pre-Outage Measured Efficiencies
             PIE   =     Sum of the Post Installation Measured Efficiency

        In no event shall the LDs set forth above exceed One Million Seven
        Hundred Fifty Thousand Dollars ($1,750,000) per unit for all units
        subject to LDs.

        Bonus:

        To the extent that the upgraded Unit exceed the following specified
        levels, ABB shall be paid a Bonus equal to the sum of:


<PAGE>   11

                                      ABB


        (i)  Two Hundred Fifty Dollars ($250) per kW for each full kW
             of performance more than the Bonus KW Output increase level
             calculated as follows for those Units subject to Bonus:

             KWB  =    [PIKW  -    (POKW * 1.161)]  x    $250

             Where:
             KWB  =    KW Output Bonus (calculation must result in a positive 
                       number to require payment of bonus)
             POKW =    Sum of the Pre-Outage Measured KW
             PIKW =    Sum of the Post Installation Measured KW

        (ii) One Hundred Thousand Dollars ($100,000) for each full %,
             on average, the Units subject to Efficiency Bonus, actual
             performance is more than the efficiency bonus point calculated as
             follows:

             EB   =    [(1 - ((PIE)/(POE x 1.19))) x 100]**  x    $100,000

             ** Rounded down (e.g. 1.25% converts to 1%)

             Where:
             EB   =    Efficiency Bonus (calculation must result in a negative 
                       number to require payment of EB)
             POE  =    Sum of the Pre-Outage Measured Efficiencies
             PIE  =    Sum of the Post Installation Measured Efficiency

  6.5   Exclusivity of Remedies:

        ABB's obligations with respect to performance guarantees shall
        terminate at the time (i) Testing is conducted and ABB pays LDs in
        accordance with the provisions of 6.3 above; or (ii) the Testing is
        conducted and the upgraded turbines meet or exceed the performance
        guarantees; or (iii) the pre-outage or post outage Testing of any unit
        is not conducted by MCV in accordance with the terms hereof.  In the
        event Testing is not conducted (i) all eleven (11) units will be deemed
        Accepted by MCV for the purposes of this Agreement; (ii) all eleven
        (11) units will be considered to have met all performance guarantees;
        and to the extent that a Bonus is due ABB for units actually tested,
        MCV shall pay such Bonus to ABB within thirty (30) days following
        receipt therefor.

        No additional warranty shall apply to such performance guarantees.  The
        guarantees contained herein and the specified remedies are the sole and
        exclusive: (i) obligations of ABB and (ii) remedies and obligations of
        MCV with respect to performance of the Work.

ENTIRE AGREEMENT:

Except as herein modified all other provisions of the Contract shall remain in
full force and effect.  This Amendment No. 2, shall inure to the benefit of,
and be binding upon, the parties to this Contract and their respective
successors and assignees.

     IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 2,
to be executed by their duly authorized officers or representatives effective
as of the date first above written.

    MIDLAND COGENERATION VENTURE
        LIMITED PARTNERSHIP                       ABB POWER GENERATION INC.

BY:              JAMES M, KEVRA              BY:        Alex Brnilovich Jr.
      ------------------------------               ----------------------------
NAME:            JAMES M. KEVRA              NAME:      ALEX BRNILOVICH JR.
      ------------------------------               ----------------------------
TITLE:             PRESIDENT                 TITLE:          PRESIDENT
      ------------------------------               ----------------------------
DATE:           JANUARY 20, 1998             DATE:       JANUARY 20, 1998
      ------------------------------               ----------------------------