EXHIBIT 10.15

                   THERMAL ENERGY SALES AGREEMENT

     THIS THERMAL ENERGY SALES AGREEMENT (this "Agreement"), is
made and entered into as of the 27th day of May, 1993, by and
between ORANGE-CO OF FLORIDA, INC., a Florida corporation
("OCF"), and AP COGEN, LTD., a Florida limited partnership
("APC"). Capitalized terms used herein but not otherwise defined
herein have the meanings set forth in Article 1.

                        W I T N E S S E T H

     WHEREAS, OCF owns and operates a citrus processing facility
located at 2020 U.S. Highway 17 South, in Bartow, Florida (the
"OCF Plant"), which utilizes thermal energy for industrial
purposes;

     WHEREAS, APC plans to construct, own, and operate a combined
cycle facility on the APC Plant Site for the cogeneration of
thermal energy and electricity (the "Facility");

     WHEREAS, APC intends for the Facility to be a qualifying
cogeneration facility under the laws and regulations promulgated
under the Public Utility Regulatory Policies Act of 1978, as such
laws, regulations and Act may be further amended or supplemented
from time to time, or any successor to such laws, regulations or
Act (a "Qualifying Facility"), which will require that the
Facility make available useful thermal energy equal to a
specified percentage of its total energy output and that such
thermal energy be used in accordance with certain specified
efficiencies for an industrial or commercial process or for a
heating or cooling application;

     WHEREAS, APC and Florida Power Corporation, a Florida
corporation ("FPC"), are parties to a Dispatchable Contract for
the Purchase of Firm Capacity and Energy from a Qualifying
Facility, effective November 19, 1991, as amended from time to
time (the "Power Purchase Agreement"), for the sale and purchase
of a certain portion of the capacity and electric power output
from the Facility; and

     WHEREAS, APC desires to sell and OCF desires to purchase, in
each case on the basis of the terms and provisions of this
Agreement, thermal energy generated by the Facility for use at
the OCF Plant;

     NOW THEREFORE, in consideration of the covenants and
conditions hereinafter set forth, OCF and APC hereby agree as
follows:

                             -137-

                           ARTICLE 1.
                                
                          DEFINITIONS
                                
     SECTION 1.1    Certain Definitions.  Unless the context
shall otherwise require, each of the following terms shall have,
for the purposes of this Agreement, the meaning set forth below
for such term:

     AAA has the meaning given in Section 8.3.

     Affiliate has the meaning ascribed thereto in Rule 405
promulgated under the Securities Act of 1933, as amended from
time to time.

     Agreement has the meaning given in the first paragraph of
this Agreement.

     AIC means the average FPC Inventory Chargeout Rate for a
specific year.

     Annual Minimum Obligation has the meaning given in Section 3.1(a).

     APC has the meaning given in the first paragraph of this Agreement.

     APC Plant Site means the parcel of land described in Exhibit A.

     Business Day means any Day on which commercial banks are not
authorized or required to close in Florida.

     Calendar Year means any twelve (12) month period commencing
on January 1 and ending the following December 31.

     Casualty means any destruction of, loss of, loss of the use
of, or damage to the OCF Plant resulting from any human action,
act of God, fire, explosion, earthquake, accident, or the
elements, whether or not covered by insurance, and whether or not
caused by default or negligence of either party, or their
respective employees, agents, contractors or visitors.

     Condensate means Steam condensate which satisfies the
specifications in Exhibit B.

     Condensate Transfer Point has the meaning given in Section 3.9.

     Consumer Price Index means the Producer Price Index
applicable for the Tampa-St. Petersburg Metropolitan Area, or any
successor to such Index.

                            -138-

     Day means any twenty four (24) hour period commencing at
12:00 midnight, including Saturdays, Sundays and holidays except
that, in the event that a financial obligation falls due on a
Saturday, Sunday or a legal holiday in the State of Florida, the
obligation shall be deemed due on the next Business Day.

     Dispatchable has the meaning given in the Power Purchase Agreement.

     Facility has the meaning given in the Recitals to this Agreement.

     FERC means the Federal Energy Regulatory Commission, or any
successor or replacement thereto.

     Force Majeure has the meaning given in Section 6.1.

     FPC has the meaning given in the Recitals to this Agreement.

     FPC Inventory Chargeout Rate has the meaning given in Section 3.11(a).

     FPC Payment Statement has the meaning given in Section 3.11(b).

     Heat Transfer Point has the meaning given in Section 3.9.

     Material Interruption means any interruption in the delivery
of Steam from the Facility in excess of one (1) hour that will
materially adversely affect OCF's operations.

     Maximum Delivery Obligation has the meaning given in Section 3.2.

     Natural Disaster Force Majeure has the meaning given in Section 6.4.

     OCF has the meaning given in the first paragraph of this Agreement.

     OCF Boilers means the boilers located at the OCF Plant which
are used by OCF to produce steam.

     OCF Plant has the meaning given in the Recitals to this Agreement.

     Peak Hours means (i) those hours each Day that are deemed to
be "On-Peak Hours" under the Power Purchase Agreement, and (ii)
any other time period, outside such "On-Peak Hours," that APC
produces and delivers electricity to FPC or any other customer.

                                -139-

     Person means an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other
entity of whatever nature.

     Power Purchase Agreement has the meaning given in the Recitals 
to this Agreement.

     Project Lender means any bank, financial institution or
other Person providing any financing for the acquisition,
development, construction, operation, modification or repair of
the Facility, including, without limitation, any subsequent
transferee of any rights of any such bank, financial institution
or other Person.

     Purchaser Event of Default has the meaning given in Section 4.1.

     Qualifying Facility has the meaning given in the Recitals to
this Agreement.

     Seller Event of Default has the meaning given in Section 4.2.

     Standby Boilers means a packaged boiler or boilers, to be
located at the APC Plant Site, with an aggregate rated Steam
generation capacity upon installation of a minimum of seventy
thousand (70,000) pounds per hour measured at the Heat Transfer Point.

     Steam means the steam delivered to OCF by APC which, after
the Steam Commencement Date, shall satisfy the specifications for
steam in Exhibit C.

     Steam Commencement Date means the date when APC notifies OCF
that APC is prepared to commence delivery of regular quantities of Steam.

     Steam Cost has the meaning given in Section 3.11.

     Substantial Taking means a taking of all or a substantial
part of the OCF Plant, as a result of the exercise of the right
of condemnation or eminent domain, including without limitation,
any inverse condemnation proceeding or conveyance in lieu of or
in anticipation of the exercise of any right of condemnation or
eminent domain.

     Term has the meaning given in Section 2.1.

     Termination Date has the meaning given in Section 5.2(a).

     Termination Notice has the meaning given in Section 5.2(a).


      SECTION 1.2    References to this Agreement.  Any reference
herein  to  this Agreement shall be deemed to be a  reference  to
this Agreement as amended, modified and supplemented from time to
time   in  conformity  with  the  provisions  of  Section   10.5.
References to Articles, Sections, Paragraphs, Clauses,  Exhibits,
Appendices  and  Schedules  without  further  reference  are   to
Articles, Sections, Paragraphs, Clauses, Exhibits, Appendices  or
Schedules attached hereto

                                -140-

and  are incorporated herein and made a part hereof. References
in   this   Agreement   to  "hereby,"  "herein,"   "hereinafter,"
"hereinabove," hereinbelow," "hereof," "hereunder," or  words  of
similar import shall be to this Agreement in its entirety and not
only to the particular Article or Section in which such reference
appears.

     SECTION 1.3    Articles and Sections.  This Agreement, for
convenience only, has been divided into Articles and Sections and
it is understood that the rights, powers, privileges, duties, and
other legal relations of the parties hereto shall be determined
from this Agreement as an entirety and without regard to the
aforesaid division into Articles and Sections and without regard
to headings affixed to such Articles or Sections.

     SECTION 1.4    Number and Gender.  Whenever the context
requires, reference herein made to the single number shall be
understood to include the plural and likewise the plural shall be
understood to include the singular. Words denoting sex shall be
construed to include the masculine, feminine, and neuter, when
such construction is appropriate, and specific enumeration shall
not exclude the general, but shall be construed as cumulative.
Definitions of terms defined in the singular or plural shall be
equally applicable to the plural or singular, as the case may be.

     SECTION 1.5    Participation in Preparation of Agreement.
The parties acknowledge and agree that each has participated in
the drafting of this Agreement.


                           ARTICLE 2.
                                
                              TERM
                                
     SECTION 2.1    Term.  This Agreement shall be binding as of
the date hereinabove written. The term of this Agreement shall
begin on the Steam Commencement Date and shall continue to
December 31, 2025, unless sooner terminated in the manner
provided herein (the "Term"). Notwithstanding the foregoing, the
Term shall be automatically extended on a day-for-day basis so
that the Term runs concurrently with the Power Purchase
Agreement, or any successor or replacement thereto, or any
additional agreement that APC may enter into to sell electricity
produced at the Facility; provided, however, in all events, the
Term shall expire no later than December 31, 2027, unless
extended by mutual agreement of the parties. Promptly following
the Steam Commencement Date, the parties shall enter into a
written stipulation of the Steam Commencement Date.

     SECTION 2.2    APC Conditions Precedent.

          (a)  The obligations of APC under this Agreement are
expressly conditioned upon the occurrence of all of the following:

               (i)       FERC certifies the Facility as a
Qualifying Facility;

                                -141-

               (ii)      APC obtains all federal, state and local
permits, certificates, approvals or consents which APC, in its
sole discretion, deems necessary to construct and operate the Facility;

               (iii)          The execution of a contract or, if
applicable, contracts, by APC relating to the purchase and
transportation of natural gas for the Facility with a supplier
and transporter of APC's choice upon terms and conditions
satisfactory to APC in its sole discretion, with all permits,
certificates, approvals or consents of any governmental authority
necessary for the performance of said contract(s) having been
obtained on terms acceptable to APC, in its sole discretion; and

               (iv)      APC acquires the APC Plant Site, on
terms and conditions satisfactory to APC in its sole discretion; and

               (v)       APC obtains adequate financing for the
cost of acquiring, constructing and installing the Facility, upon
terms and conditions satisfactory to APC in its sole discretion.

          (b)  APC shall diligently pursue the satisfaction of
the foregoing conditions. If any of the conditions are not
satisfied on or before June 30, 1996, unless such date is
extended by APC, APC thereafter may terminate this Agreement
without any further obligation of either party to the other hereunder.


                           ARTICLE 3.
                                
            MINIMUM AND MAXIMUM PURCHASE OBLIGATIONS;
                   STEAM OBLIGATIONS; PRICING
                                
     SECTION 3.1         Minimum Obligations.

           (a)   In each Calendar Year during the Term, OCF shall
have the obligation (the "Annual Minimum Obligation") to take and
pay   for  ninety-one  million  (91,000,000)  pounds  of   Steam;
provided, however, only Steam delivered by APC to OCF during Peak
Hours  during  the period from January 1 through, and  including,
May  31, and November 15 through, and including, December  31  of
each  Calendar  Year  may be used to satisfy the  Annual  Minimum
Obligation;  provided, further, if OCF processes citrus  products
outside  such  period, any Steam delivered by APC to  OCF  during
Peak  Hours  outside of such period may be used  to  satisfy  the
Annual  Minimum Obligation.  APC shall have Steam  available  for
delivery  during  at  least thirty one hundred  and  sixty  eight
(3168)  Peak Hours during the period from January 1 through,  and
including,  May  31,  and  November 15  through,  and  including,
December  31  of  each Calendar Year; provided, however,  if  OCF
processes  citrus products outside such period, APC may   satisfy
such  obligation to have Steam available for delivery to  OCF  by
having  Steam  available for delivery to  

                                -142-

OCF  during  the  Days,
outside  of such period, that OCF is processing citrus  products.
For  purposes of this Section 3.1(a), APC shall be deemed to have
made Steam available for delivery to OCF during all periods when:

                (i)       the OCF Plant is shutdown or unable  or
unwilling  to  accept Steam at a rate of at  least  ten  thousand
(10,000)  pounds an hour, regardless of whether APC  is  able  to
deliver Steam to the OCF Plant during such period;

                (ii)      APC is unable to produce and/or deliver
Steam as a result of (A) OCF's failure to perform its obligations
under this Agreement, or (B) the negligence, gross negligence, or
willful   misconduct  of  OCF  or  its  agents,  contractors   or
employees; or

                (iii)           either party is unable to perform
its  obligations under this Agreement due to an  event  of  Force
Majeure.

      If APC fails to satisfy such thirty one hundred sixty eight
(3168)  hour  obligation, APC's sole liability  (except  for  any
liability  that may occur under Section 7.3) shall  be  that  the
Annual Minimum Obligation shall be reduced in accordance with the
following formula:

          AAM  =      A      x    91,000,000
                    ----
                    3168

     WHERE

          AAM  =    The Annual Minimum Obligation for the Calendar Year during 
                    which APC fails to satisfy the thirty one hundred sixty 
                    eight (3168) Peak Hour delivery obligation.

          A    =    The number of Peak Hours that APC is deemed to have made 
                    Steam  available for  delivery  to the OCF Plant  during  
                    such Calendar Year in accordance with this Section 3.1(a).

      During  the  Calendar Year in which the Steam  Commencement
Date  occurs, the Annual Minimum Obligation shall be  reduced  to
the amount determined by the following formula:

           X    =   A    x    (B/C)

     WHERE

            X   =   The Annual Minimum Obligation for  the  Calendar Year in  
                    which  the  Steam Commencement Date occurs.

            A   =   Ninety-One Million (91,000,000) pounds of Steam.

                                 -143-


            B   =   The number of Days after the Steam  Commencement Date that 
                    OCF uses  steam (either  from the OCF Boilers, from  APC, 
                    or otherwise) at the OCF Plant.

            C   =   The number of Days during the Calendar Year  that  OCF  
                    uses steam (either from  the OCF Boilers, from APC, or 
                    otherwise) at the OCF Plant.

           (b)   In  order to assure compliance with  the  Annual
Minimum   Obligation  and to facilitate the  maintenance  of  the
Facility  as a Qualifying Facility, the parties hereto  agree  to
meet  at  least quarterly to discuss OCF's Steam needs and  APC's
requirements to maintain its status as a Qualifying Facility.  If
APC  is  not able to maintain its status as a Qualifying Facility
even  if  OCF is in compliance with the requirements  of  Section
3.1,  then  should  APC  elect to install  an  additional  system
requiring Steam at the OCF Plant because it is necessary in order
for  the  Facility  to  regain or to maintain  its  status  as  a
Qualifying Facility, then OCF agrees to cooperate fully with  APC
in  connection  with:  (i) providing data and  other  information
required  by  APC for the design and installation of such  system
and  any  required  interconnection facilities  and  any  related
modifications  to the Facility or the OCF Plant;  (ii)  providing
data and other assistance required by APC for the procurement  of
all  necessary governmental approvals for the System;  and  (iii)
providing  the  required space for such system and  granting  any
necessary  easements and rights of way to install and to  operate
such  system.   If  APC elects to install the system,  APC  shall
provide  OCF with written notice of its determination to  install
the  system.  The system shall be designed, purchased,  installed
and  interconnected with the OCF Plant and the Facility at  APC's
sole  cost.  APC shall only be required to install a system  that
is  sufficient in output to enable the Facility to regain  or  to
maintain  its status as a Qualifying Facility.  Such systems  may
include  a)  "citrus"  towers;   b) pasteurizers;  c)  absorption
refrigeration units and d) waste heat evaporators.  In  addition,
all Steam required to operate such additional system(s) shall  be
provided  at  no cost to OCF.  Implementation of such alternative
systems  shall  be  APC's sole and exclusive  remedy  under  this
Agreement  if  the Facility is unable to maintain its  Qualifying
Facility Status despite OCF's compliance with the requirements of
Section  3.1 and this Agreement, unless such failure  is  due  to
OCF's negligence, gross negligence or willful misconduct.

      SECTION 3.2         APC's Maximum Delivery Obligation.  APC
shall  not  be  obligated to deliver to  OCF  more  than  seventy
thousand (70,000) pounds per hour nor more than two hundred forty
million  (240,000,000) pounds per Calendar  Year  of  Steam  (the
"Maximum Delivery Obligation"); provided, however, APC shall  not
be  required  to  deliver more than eighty  million  (80,000,000)
pounds  of Steam during the non-Peak Hours in any Calendar  Year.
Notwithstanding  the foregoing, during the  period  from  July  1
through,  and  including, October 15 of each Calendar  Year,  the
seventy   thousand  (70,000)  pounds  per  hour  Steam   delivery
obligation  shall be reduced to twenty thousand  (20,000)  pounds
per hour.

                                -144-

     In addition to the foregoing, APC shall not be obligated but
will  make reasonable efforts to supply Steam in quantities above
two  hundred forty million (240,000,000) pounds per Calendar Year
upon  request by OCF provided that such quantities, when combined
with  the  Maximum Delivery Obligation quantities, do not  exceed
seventy thousand (70,000) pounds per hour.

     SECTION 3.3         Steam Condensate and Water Return.

           (a)   In each Calendar Year, OCF agrees to return  and
deliver  to  APC at the Condensate Transfer Point, at OCF's  sole
cost,  Condensate  in a quantity equivalent to,  on  average,  at
least  Sixty  percent  (60%) of the  mass  volume  of  the  Steam
delivered to OCF during such Calendar Year.  OCF's obligation  to
deliver  such  Condensate shall be conditioned on APC  delivering
Steam  that meets the specifications for Condensate set forth  in
Exhibit  B.  If OCF fails to return such a quantity of Condensate
during  any  such Calendar Year, OCF shall pay APC within  Thirty
(30)  Days after the end of the Calendar Year an amount equal  to
the cost to APC of obtaining, treating and heating water required
to  make  up the difference between the mass volume of Condensate
actually  returned by OCF to APC during such Calendar  Year,  and
the  required  Sixty  percent (60%) quantity; provided,  however,
OCF's  maximum liability in a Calendar Year for failing to return
the  required sixty percent (60%) quantity shall not  exceed  the
amount determined by the following formula:

     $100,000  x  A  x  0.6-C
                  -     -----
                  B      0.6

WHERE:

A    =    the total number of pounds of Steam purchased by OCF in
          the applicable Calendar  Year

B    =    240,000,000

C    =    the  percentage  of  the  mass  volume  of  Steam
          delivered to OCF during the applicable Calendar Year
          that is returned to APC in the form of Condensate.

For  the  purposes  of  the  Agreement the  maximum  penalty  for
Condensate  not  returned shall be one hundred  thousand  dollars
($100,000) per Calendar Year.

            (b)    If  any  portion  of  the  Condensate  becomes
contaminated  prior to return to APC, OCF shall  (i)  notify  APC
promptly  of such contamination, and (ii) correct the  source  or
cause  of  such  contamination  as  expeditiously  as  reasonably
practicable and dispose of such contaminated Condensate at  OCF's
sole  cost  and  expense.  APC shall notify OCF promptly  of  any
contaminated  Condensate delivered to APC by OCF, and  OCF  shall
correct   the   source   or  cause  of  such   contamination   as
expeditiously  as  reasonably practicable  and  dispose  of  such
contaminated Condensate at OCF's sole cost and expense.

                                -145-

           (c)  Notwithstanding the provisions of paragraphs  (a)
and (b) of this Section 3.3, APC shall pay the capital cost for a
"citrus  tower" which has the capacity for treating  two  hundred
thousand (200,000) gallons per day of OCF's condensate.   If  OCF
should, in its sole discretion, decide to install a citrus  tower
with  a  capacity  in  excess of two hundred  thousand  (200,000)
gallons  per day, APC shall pay a pro rata portion of the capital
cost  of  such  citrus tower, in an amount equal to  two  hundred
thousand  (200,000),  divided by the  total  treatment  capacity,
multiplied  by  the total capital cost.  In addition,  all  steam
required to operate the citrus tower shall be provided at no cost
to  OCF.   OCF  shall notify APC of its intent  to  exercise  its
options  under this subsection by December 31, 1997.  APC  agrees
to  pay  such  costs within thirty (30) Days after submission  of
verifiable   invoices   during  the   design,   manufacture   and
installation of the "citrus tower".

         SECTION    3.4            Additional    OCF    Operating
Responsibilities.   In addition to the other obligations  of  OCF
set  forth  in  this  Agreement, OCF  shall  have  the  following
obligations  with respect to APC ownership and operation  of  the
Facility:

           (a)   OCF shall perform or provide, as applicable,  at
OCF's  expense,  all  materials  (including  piping,  valves  and
pumps),  and services, repairs and adjustments to such materials,
on  the  OCF  Plant side of the Heat Transfer Point necessary  to
receive  and utilize Steam at the OCF Plant, unless, and  to  the
extent  that, the need for any such service, repair or adjustment
is  caused  by  any  negligent  act  of  an  employee,  agent  or
contractor of APC or an Affiliate thereof.

           (b)   OCF  shall  provide  APC  with  such  easements,
licenses  and other rights to OCF property as APC may  reasonably
require in connection with the Facility, and shall cooperate with
APC in obtaining, at APC's expense, all other required easements,
licenses  and other rights; provided, however, OCF shall  not  be
required  to  provide  any  easement,  license  or  right   which
materially interferes with the operation of the OCF Plant.

          (c)  APC shall pay for the acquisition and installation
of,  but  OCF  shall  own and control, all  materials  (including
collection  tanks, transfer pumps, controls, meters, and  valves)
in  or  adjacent  to  the OCF boiler house  necessary  to  return
Condensate   to   the  Condensate  Transfer  Point   and   direct
contaminated  condensate  to  OCF's  treatment  and/or   disposal
facilities.   Except for the meters, which shall  be  handled  in
accordance  with  Section 3.10, OCF shall  perform  all  repairs,
maintenance and replacements of such materials; provided that APC
shall  pay  all reasonable costs thereof, except for  such  costs
caused  by  any negligent act of an employee, agent or contractor
of OCF.

     SECTION 3.5         Permits and Governmental Notices.

           (a)  APC, at its own cost and expense, will secure all
permits  needed  from  time  to time  to  deliver  Steam  to  OCF
hereunder  and  will  maintain the  Facility  in  good  operating
condition, except (i) as provided in Section 3.4(a) and  (ii)  to
the  extent such permits are obtainable only by OCF.   OCF  shall
provide APC with such assistance in obtaining such permits as may
be reasonably requested by APC.

                                -146-

           (b)   OCF will secure all permits needed from time  to
time  hereunder to deliver Condensate from the OCF Plant  to  the
Condensate  Transfer Point and maintain the  OCF  Plant  in  good
operating  condition. APC shall provide OCF with such  assistance
in obtaining such permits as may be reasonably requested by OCF.

           (c)   APC shall reimburse OCF for all reasonable third
party consultant costs and expenses incurred by OCF in connection
with Sections 3.5(a) and (b).  APC shall have the right to assist
such  third party consultants, and OCF shall advise APC  of  such
consultant's activities.

           (d)  If either party shall receive any notice from any
governmental authority regarding the operation of the Facility or
the OCF Plant, it shall as soon as practicable deliver a copy  of
such notice to the other party and to the Project Lender.

           (e)   If a Project Lender, or any third party assignee
of  a  Project Lender, shall acquire title to the Facility,  said
Project  Lender, or assignee, shall be entitled to  the  benefits
and  be subject to the obligations of APC under this Section 3.5,
including the obligation to pay all of the costs and expenses  of
obtaining  permits, and including, without limitation, the  right
to
operate the Facility for the Term under the Permits of APC and to
request  OCF's  assistance  in  obtaining  permits  of  APC   for
modifications, replacements or additions to the Facility.

     SECTION 3.6         Standby Boilers.

           (a)  APC shall procure, operate, maintain, repair  and
replace,  at its own expense, the Standby Boilers.  In  addition,
APC  shall be responsible for obtaining all permits necessary  to
operate such Standby Boilers.

           (b)   Any  Standby Boiler that is acquired during  the
Term as a replacement for an existing Standby Boiler shall not be
required   to  have  a  rated  steam  generation  capacity   upon
installation in excess of the rated steam generation capacity  of
the Standby Boiler being replaced unless necessary to provide OCF
with  the steam quantity required under this Agreement; provided,
however,  the rated steam generation capacity of the  replacement
Standby Boiler measured at the Heat Transfer Point shall not have
to exceed seventy thousand (70,000) pounds per hour.

           (c)  OCF acknowledges and agrees that APC, in its sole
and absolute discretion, may elect to generate Steam for delivery
to  the  OCF Plant from either the combustion turbine portion  of
the Facility or the Standby Boilers.

          (d)  APC acknowledges and agrees that OCF will continue
to  maintain its existing steam generating capacity for a  period
of one year after APC commences deliveries of Steam to OCF, after
which  OCF will no longer maintain any steam generating  capacity
and will become fully-dependent upon APC Steam deliveries.

                                -147-

       SECTION  3.7          Delivery  Obligation  and  Unplanned
Shutdowns.  APC  shall be obligated to deliver Steam  to  OCF  in
accordance  with  this Section 3.7, in the amounts  requested  by
OCF,  up  to  the  Maximum Delivery Obligation,  as  adjusted  by
Section 3.2.

          (a)  APC shall commence deliveries of Steam to OCF upon
at  least  three  (3) hours prior notice of  the  time  when  OCF
desires for APC to commence Steam deliveries.  Such notice  shall
be  by  telephone  or in person, with written  confirmation.  OCF
shall  not  cease operating the OCF Boilers until  APC  commences
continuous delivery of Steam.

          (b)  If APC fails to deliver Steam to the Heat Transfer
Point  at the time requested in the notice referred to in Section
3.7(a),  APC shall pay OCF damages, if any, pursuant  to  Section
7.3.

           (c)   If  APC  has  actual knowledge of  any  material
inadequacy or unplanned Material Interruption of the Steam supply
caused  by  APC, or actual notice of any material  inadequacy  or
unplanned Material Interruption of the Steam supply caused by  or
originating  on  the  premises of OCF,  APC  shall,  as  soon  as
reasonably practicable, but in any and all events within one  (1)
hour  of  such  actual knowledge or notice, as the case  may  be,
notify  OCF by telephone or in person (with written confirmation)
of  such  unplanned Material Interruption or material inadequacy;
provided,  however, that APC shall not be liable for any  damages
if  the unplanned Material Interruption or material inadequacy is
caused  by OCF,  its agents or employees or is due to the failure
of  any  equipment  within the control  of  OCF,  its  agents  or
employees. If OCF has actual knowledge of the occurrence  of  any
material  inadequacy  or unplanned Material Interruption  of  the
Steam   supply  from  APC,  OCF  shall,  as  soon  as  reasonably
practicable, but in all events within one (1) hour  of  the  time
OCF  had  such  actual knowledge, notify APC by telephone  or  in
person (with written confirmation) of such material inadequacy or
unplanned Material Interruption.

           (d)   For  purposes of this Agreement,  APC  shall  be
deemed  to  have made Steam available to OCF during  all  periods
when:

                (i)   The  OCF  Plant is shut down or  unable  to
accept Steam;

               (ii) APC is unable to produce and/or deliver Steam
as a result of (A) OCF's failure to perform its obligations under
this  Agreement, or (B) the negligence or willful  misconduct  of
OCF or its employees, agents or contractors; or

                     (iii)      APC  is  unable  to  perform  its
obligations  under  this  Agreement due  to  an  event  of  Force
Majeure.

     SECTION 3.8         Planned Shutdowns.  APC shall have the
right to shut down the operation of the Facility for maintenance
purposes whenever, in APC's reasonable judgment, such shutdown is
desirable to prevent an unscheduled outage, or to perform regular
or necessary maintenance, repair or replacement, or to prevent
damage to or loss of persons, property or equipment.  Such
shutdowns shall have no effect on APC's obligations under Section
3.7 to 

                                -148-

deliver Steam to OCF; provided, however, APC shall have no
obligation to deliver Steam if the generation and/or delivery of
such Steam could, in the reasonable judgment of APC, cause
Material damage to or loss of persons, property or equipment, or
in any event, during an event of Force Majeure.

     SECTION 3.9         Deliveries and Transfer of Title.  Steam
deliveries and transfer of title thereto to OCF shall be made  at
the  valve  and  flange where the Facility  steam  delivery  pipe
connects  to  the point in the OCF Plant described in  Exhibit  D
(the  "Heat Transfer Point"). Title to the Condensate shall  pass
to  APC  when such Condensate has passed into the lines owned  or
operated by APC, which point of passage (the "Condensate Transfer
Point") is described in Exhibit E hereto.

      SECTION 3.10   Measurement.  APC shall provide or cause  to
be  provided  equipment  suitable for  accurately  measuring  the
quantities  of  Steam delivered hereunder to  the  Heat  Transfer
Point  and Condensate delivered to the Condensate Transfer Point.
OCF   shall  provide  access  to  such  measurement  systems   to
representatives of APC at all reasonable times for  the  purposes
of reading and inspecting said systems and for all other purposes
required  hereunder. Maintenance, testing and adjustment  of  the
instrumentation systems shall be the responsibility of  APC.  APC
shall  have an independent third party to test and calibrate  the
instrumentation  systems  by comparison with  accurate  standards
from  time  to  time as requested by OCF, but no less  frequently
than  at  intervals of twelve (12) months. The cost of  all  such
tests  shall  be  borne by APC; provided, however,  that  if  any
special meter test made at OCF's request shall disclose that  the
meters are recording accurately, OCF shall reimburse APC for  the
cost  of such tests. Meters registering not more than two percent
(2%) above or below normal shall be deemed to be accurate.

      If  the measurement made by the meters during a test varies
by more than two percent (2%) and, therefore, is not deemed to be
accurate,  then  adjustment shall be made and the  parties  shall
make  payments,  as  applicable, to correct  any  overpayment  or
underpayment  that  was  made  as  a  result  of  the  inaccurate
measurements.   The adjustment shall be made for  correcting  all
measurements made for:

            (a)    The  actual  period  during  which  inaccurate
measurements were made, if the period can be determined, or if not:

          (b)  The period immediately preceding the test equal to
one-half (1/2) the time from the date of the last previous  test,
provided  that  in the event that the previous  test  shall  have
occurred more than six (6) months prior to the current test, such
previous  test  shall be deemed to have occurred six  (6)  months
prior to the current test for purposes of this Section 3.10.

      SECTION 3.11   Price of Steam.  The price to be paid by OCF
to  APC  for Steam (the "Steam Cost") shall be Fifty Cents ($.50)
per  thousand (1,000) pounds of Steam for Steam delivered  during
Peak Hours and Two Dollars 

                                 -149-

($2.00) per thousand (1,000) pounds of
Steam  for  Steam  delivered during  non-Peak  Hours  up  to  and
including  the Maximum Delivery Obligation. For Steam  quantities
above  the  Maximum Delivery Obligation the price  shall  be  Two
Dollars ($2.00) per thousand (1,000) pounds during Peak Hours and
Five  Dollars ($5.00) per thousand (1,000) pounds during non-Peak
Hours.

          (a)  As of January 1, of each Calendar Year, commencing
in  1994,  the Steam Cost shall escalate in accordance with  this
Section 3.11(a).  The Steam Cost shall escalate by the greater of
(a)  the  annual  percentage  change  in  FPC's  average  monthly
inventory chargeout price of coal burned at Crystal River Units 1
&  2 (the "FPC Inventory Chargeout Rate") or (b) two percent (2%)
per year.

           (b)   The FPC Inventory Chargeout Rate represents  the
total  costs of purchasing, transporting, storing, and delivering
coal  to  FPC's  Crystal  River Units 1  &  2.   The  information
required  to determine the monthly FPC Inventory Chargeout  Rates
is  published  monthly in FPC's payment statement  to  APC  ("FPC
Payment Statement"), wherein the FPC Inventory Chargeout Rate  is
provided  on the page titled "Calculation of Energy Payment,"  on
the  line titled "CR 1 & 2 Coal (Form A-5) ($/MMBTU)."  APC shall
provide  OCI with the monthly FPC Inventory Chargeout Rate.   If,
in  any  month,  or  sequence of consecutive months,  during  the
twelve (12) month period used in calculating the "AIC" portion of
the  FPC  Inventory Chargeout Rate the AIC is zero (0),  the  AIC
shall  be  deemed to be equal to the arithmetic  average  of  the
monthly  FPC  Inventory Chargeout Rates for each of the  relevant
twelve (12) months for which non-zero (0) values are available.

           (c)  In the event that (i) FPC ceases to disclose  the
FPC   Inventory  Chargeout  Rate  as  part  of  the  FPC  Payment
Statement,  or (ii) FPC changes the method by which it calculates
the  FPC Inventory Chargeout Rate or the components of such rate,
then  OCI  and  APC  shall attempt to agree  on  the  appropriate
substitute  reference(s) or means to determine the FPC  Inventory
Chargeout  Rate  shall  be submitted to  binding  arbitration  in
accordance with Article 8.

     SECTION 3.12   Payment.  On or before the fifth (5th) day of
each  calendar month, APC will render a written statement to  OCF
showing  the  total  quantity  of  Steam  delivered  during   the
immediately preceding calendar month. Between the fifth (5th) and
the  tenth  (10th) days of the month, the parties shall calculate
the  Steam  Cost in accordance with the terms of this  Agreement.
Payment  shall  be made by OCF to APC on or before the  fifteenth
(15th)  day  of  each  month,  or  the  fifth  (5th)  day   after
calculation  of  the  Steam Cost, whichever  shall  occur  later.
Should OCF fail to make timely payment of all or part of any such
amount, such unpaid amount shall be a late payment amount, as  to
which APC shall charge interest at a rate per annum equal to  the
reference  rate of Bank of America, NT&SA, or any successor  bank
thereto,  plus three percent (3%). The parties hereby agree  that
such  charge  represents a fair and reasonable  estimate  of  the
costs APC will incur by reason of such late payments by OCF.

     SECTION 3.13   Taxes.  If APC is required at any time to pay
any  sales, transaction, production, gathering, severance, or any
other tax, excise or assessment on or measured by the Steam  sold
hereunder or the receipts therefrom (not including income, excess
profits, capital stock, franchise or general property taxes), APC
shall notify OCF in writing, stating the amount thereof, and  OCF
shall  reimburse APC for the amount of any such  tax,  excise  or
assessment.

                                -150-
    
                           ARTICLE 4.
                                
                        EVENTS OF DEFAULT
                                
      SECTION 4.1         Purchaser Event of Default.  Subject to
Article  6,  a  Purchaser Event of Default under  this  Agreement
shall  be deemed to exist upon the occurrence of any one or  more
of the following events:

           (a)  Failure by OCF to accept, purchase and use in its
business  operations the Annual Minimum Obligation in  accordance
with OCF's obligations under Article 3 of this Agreement for  any
reason  without rectifying, at its own cost, the consequences  of
such failure in such a manner as may be required or permitted  by 
the FERC, and in the time required by such Commission;

           (b)  Failure by OCF to make payment of any amounts due
to APC under this Agreement, which failure continues for a period
of ten (10) days after written notice of such nonpayment;

           (c)   Failure  by  OCF to perform fully  any  material
provision   (including   any  material   misrepresentation)   not
described  in  Sections 4.1 (a) and (b),  and  (i)  such  failure
continues  for a period of thirty (30) days after written  notice
of  such nonperformance or (ii) if OCF shall commence within such
thirty  (30)  days  and  shall thereafter proceed  with  all  due
diligence to cure such failure, such failure is not cured  within
such  longer period (not to exceed ninety (90) days) as shall  be
necessary for  OCF to cure the same with all due diligence; or

           (d)   If  OCF  shall file, or consent  to  the  filing
against  it  of,  a  petition  for relief  or  reorganization  or
arrangement  or any other petition in bankruptcy, for liquidation
or  to take advantage of any bankruptcy or insolvency law of  any
jurisdiction; or OCF shall make an assignment for the benefit  of
its  creditors;  or  OCF shall consent to the  appointment  of  a
custodian,  receiver,  trustee, or  other  officer  with  similar
powers,  for  substantially all its property, or  be  adjudicated
insolvent; or an order for relief shall be entered against OCF in
any  case  or  proceeding for liquidation  or  reorganization  or
otherwise  to take advantage of any bankruptcy or insolvency  law
of  any jurisdiction, or ordering the dissolution, winding up  or
liquidation of all or any part of OCF's property; or any petition
for  any such relief shall be filed against OCF and shall not  be
dismissed within ninety (90) days.

      SECTION  4.2         Seller Event of Default.   Subject  to
Article  6, a Seller Event of Default under this Agreement  shall
be  deemed to exist upon the occurrence of any one or more of the
following events:

           (a)  Failure by APC to make payment of any amounts due
to OCF under this Agreement, which failure continues for a period
of ten (10) Days after written notice of such nonpayment;

                                -151-


           (b)   Failure  by  APC to perform fully  any  material
provision  (including  any material misrepresentations)  of  this
Agreement  not described in Section 4.2(a), and (i) such  failure
continues  for a period of thirty (30) Days after written  notice
of  such nonperformance or (ii) if APC shall commence within such
thirty  (30)  Days  and  shall thereafter proceed  with  all  due
diligence to cure such failure, such failure is not cured  within
such  longer period (not to exceed ninety (90) Days) as shall  be
necessary for APC to cure the same with all due diligence, or

           (c)   If  APC  shall file, or consent  to  the  filing
against  it  of,  a  petition  for relief  or  reorganization  or
arrangement  or any other petition in bankruptcy, for liquidation
or  to take advantage of any bankruptcy or insolvency law of  any
jurisdiction; or APC shall make an assignment for the benefit  of
its  creditors;  or  APC shall consent to the  appointment  of  a
custodian,  receiver,  trustee, or  other  officer  with  similar
powers,  for  substantially all its property, or  be  adjudicated
insolvent; or an order for relief shall be entered against APC in
any  case  or  proceeding for liquidation  or  reorganization  or
otherwise  to take advantage of any bankruptcy or insolvency  law
of  any jurisdiction, or ordering the dissolution, winding up  of
liquidation  of all or any part of APC property; or any  petition
for  any such relief shall be filed against APC and shall not  be
dismissed within ninety (90) Days.

           (d)   Failure  by APC to deliver Steam or  have  Steam
available   for   delivery  to  OCF,  in  accordance   with   the
requirements  and provisions of this Agreement, for a  continuous
period  of One (1) year, which failure continues for a period  of
thirty (30) Days after written notice of such failure.

     SECTION 4.3         Remedies for Breach.

           (a)   Upon  the occurrence of any Purchaser  Event  of
Default or Seller Event of Default, the nondefaulting party  may,
at   its  option,  and  in  addition  to  any  other  rights  the
nondefaulting party may have at law or in equity, terminate  this
Agreement by notice to the other party, or enforce, by all proper
and legal suits and other means, its rights hereunder, including,
without limitation, the collection of sums due hereunder, without
terminating this Agreement, and should it be necessary  for  such
party   to  take  any  legal  action  in  connection  with   such
enforcement, the defaulting party shall pay such other party  all
costs,  including  reasonable attorneys' fees  so  incurred,  all
without prejudice to any remedies that might otherwise be used by
either  party  for recovery of arrearages of sums due  hereunder,
damages  as  herein  provided, or breach  of  covenant;  subject,
however, to the provisions of Section 4.4.

           (b)   If both parties agree that a Purchaser Event  of
Default  or  a  Seller Event of Default has  occurred,  then  the
nondefaulting party may proceed to exercise such remedies  as  it
may  be  entitled to in law or at equity, without  proceeding  to
arbitration  under Article 8. However, if one party  believes  in
good  faith  that  no  such Event of Default  has  occurred,  and
promptly informs the party asserting the existence of such  Event
of  Default of such belief, then the parties shall arbitrate such
good faith dispute under Article 8.

                                -152-

     SECTION 4.4         Lender Protections.

           (a)  Project Lender shall have the right, but not  the
obligation,  at  any time prior to termination of this  Agreement
and  without payment of any penalty, to pay all of the  sums  due
hereunder,  to provide any insurance, to pay any taxes  and  make
any  other  payments in connection with the  OCF  Plant  and  the
Facility,  to make any repairs and improvements and do any  other
act  or  thing required of APC hereunder, and to do  any  act  or
thing  which  may  be necessary and proper  to  be  done  in  the
performance  and  observance  of the  covenants,  conditions  and
agreements  hereof to prevent the termination of this  Agreement.
All  payments  so  made and all things so done and  performed  by
Project Lender shall be as effective to prevent a termination  of
this  Agreement  as the same would have been if  made,  done  and
performed by APC instead of by Project Lender.

          (b)  Notwithstanding any Seller Event of Default by APC
in  the  performance or observance of any covenant, condition  or
agreement of this Agreement on the part of APC to be performed or
observed,  OCF  shall have no right to terminate  this  Agreement
even  though a Seller Event of Default under this Agreement shall
have  occurred and be continuing, unless and until OCF shall have
given  Project  Lender  written notice of such  Seller  Event  of
Default  and  Project  Lender shall have failed  to  remedy  such
default or to acquire title to the Facility and APC's interest in
this  Agreement or to commence appropriate proceedings to acquire
said  title  and  interest within the time specified  by  Section
4.4(c).  In  accordance with and subject to the terms of  Section
10.11, OCF shall contemporaneously give Project Lender at Project
Lender's address given to OCF by Project Lender from time to time
a  copy  of  any  notice  OCF serves on APC  under  Section  4.2.
Failure  to  provide Project Lender with such notice pursuant  to
Section  4.2 contemporaneously with the giving of notice  to  APC
shall  delay,  for the period of time during which  such  failure
continues,  the  commencement of the  time  provided  in  Section
4.4(c) during which Project Lender has to cure such default.

           (c)  (i)  If the Seller Event of Default involves  the
failure to pay taxes or any other sum to be paid hereunder,  then
Project  Lender shall have twenty (20) Days longer than the  cure
period  given  to  APC pursuant to Section 4.2(a)  to  cure  such
default.

                 (ii)  If  the  Seller  Event  of  Default  is  a
nonmonetary  Seller Event of Default, under Section 4.2(b),  that
can be remedied by Project Lender without obtaining possession of
the  Facility,  then Project Lender shall have seventy-five  (75)
Days longer than the cure period given to APC pursuant to Section
4.2(b)  to  cure  such default. If the Seller  Event  of  Default
cannot  be  cured within such seventy-five (75) Day period,  then
the  Seller  Event of Default shall be deemed cured on completion
if  within said seventy-five (75) Day period, (A) Project  Lender
shall  have  commenced to cure said Seller Event of  Default  and
thereafter diligently prosecutes such cure to completion, and (B)
Project Lender shall assume and perform all other obligations  of
APC susceptible of performance by Project Lender.

                (iii)      If  the Seller Event of Default  is  a
nonmonetary  default that only can be remedied by Project  Lender
upon  obtaining  possession of the Facility, then Project  Lender
shall  have  one hundred twenty (120) Days longer than  the  cure
period  given  to  APC under this 

                                -153-

Agreement to cure  such  Seller
Event  of Default. If the Seller Event of Default cannot be cured
within  such time period, then the Seller Event of Default  shall
be  deemed  cured  if  (A)  within  sixty  (60)  Days  after  the
expiration of the cure period given to APC to cure such  default,
Project   Lender  shall  have  commenced  foreclosure  or   other
appropriate proceedings in the nature thereof, (B) Project Lender
shall  diligently and continuously prosecute any such proceedings
to  completion, and (C) Project Lender shall assume  and  perform
all  other  obligations  of  APC susceptible  of  performance  by
Project Lender.

           (d)  If Project Lender is prohibited by any process or
injunction  issued by any court or by reason  of  any  action  by
reorganization  or  insolvency  proceedings  involving  APC  from
commencing   or  prosecuting  foreclosure  or  other  appropriate
proceedings  in the nature thereof, the times specified  in  this
Section  4.4  for commencing or prosecuting such  foreclosure  or
other  proceedings  shall be extended  for  the  period  of  such
prohibition; provided, however, Project Lender shall  have  fully
cured  any Seller Event of Default involving the payment  of  any
monetary  obligations  of  APC under  this  Agreement  and  shall
continue  to pay such monetary obligations as and when  the  same
fall due; provided, further, that Project Lender shall diligently
proceed  to  pursue foreclosure or other appropriate  proceedings
required to be commenced under this Section 4.4.

          (e)  Should this Agreement be terminated for any reason
other  than a default of APC which has not been cured by  APC  or
Project Lender, if such default is susceptible to cure by Project
Lender, OCF shall, upon written request by Project Lender to  OCF
received  within sixty (60) Days after such termination,  execute
and deliver a new Thermal Energy Sales Agreement with the Project
Lender  for  the  remainder of the Term with the same  covenants,
conditions and agreements (except for any requirements which have
been  satisfied  by APC prior to termination)  as  are  contained
herein.  OCF's  obligation to enter into such new Thermal  Energy
Sales  Agreement with the Project Lender shall be conditioned  as
follows:  (i) Project Lender has remedied and cured all  monetary
defaults  hereunder and has remedied and cured or  has  commenced
and is diligently completing the cure of all nonmonetary defaults
of  APC susceptible to cure by any party other than by APC,  (ii)
that  if  more than one Project Lender requests such new  Thermal
Energy  Sales Agreement the holder of the most senior lien  shall
prevail,  and  (iii)  that  Project Lender  pays  all  costs  and
expenses  of OCF incurred in connection with the preparation  and
execution  of  such  new Thermal Energy Sales Agreement  and  any
conveyances related thereto. The obligation of OCF to  execute  a
new  Thermal  Energy Sales Agreement with Project Lender  and  to
comply  with all other provisions of this Section 4.4 shall  also
apply  if this Agreement shall be rejected or disaffirmed in  any
bankruptcy,  debtor rehabilitation, reorganization or  insolvency
proceeding affecting APC.

           (f)   OCF and APC shall cooperate in including in this
Agreement  by suitable amendment from time to time any  provision
which  may be requested by any proposed Project Lender,  for  the
purpose  of implementing the Project Lender protection provisions
of  this  Agreement  and allowing such Project Lender  reasonable
means  to protect or preserve the lien of any mortgage,  deed  of
trust, or security interest on the occurrence of a default  under
the  terms  of this Agreement; provided, however, that  any  such
amendment shall not in any way affect the Term hereby demised nor
affect adversely in any material respect any rights of OCF  under
this Agreement.

                                -154-

      SECTION  4.5          Specific Performance  and  Injunctive
Relief.   Without first having to proceed to arbitration pursuant
to  Article  8 hereto each party shall be entitled  to  a  decree
compelling  specific performance with respect to,  and  shall  be
entitled,  without  the  necessity of filing  any  bond,  to  the
restraint  by injunction of, any actual or threatened breach  of,
any material obligation of the other party under this Agreement.

      SECTION  4.6          Waiver of Breach.  Either  party  may
waive  a breach of any obligation arising hereunder by the  other
party, provided that no waiver by or on behalf of either party of
any  breach  of  any  of  the covenants, provisions,  conditions,
restrictions  or  stipulations contained in this Agreement  shall
take  effect or be binding upon such party unless the  waiver  is
reduced  to  writing  and executed by such party,  and  any  such
waiver  shall  be deemed to extend only to the particular  breach
waived  and  shall not limit or otherwise affect any rights  that
such party may have with respect to any other or future breach.


                           ARTICLE 5.
                                
           CONTINUATION OF OCF PLANT AND THE FACILITY
                                
       SECTION  5.1          Qualifying  Facility  Status.    OCF
acknowledges  that it is essential that the OCF Plant  remain  in
operation  and  accept Steam from the Facility in order  for  the
Facility   to   retain  its  Qualifying  Facility   status.   OCF
acknowledges  that  if the Facility should  lose  its  Qualifying
Facility  status as a result of OCF failing to accept the  Annual
Minimum Obligation, APC would incur substantial losses.

     SECTION 5.2         Shutdown of OCF Plant.

          (a)       Except for the provisions of Article 6 (Force
Majeure),  OCF  shall  provide  APC  with  written  notice   (the
"Termination Notice") at least eighteen (18) months prior to  the
date (the "Termination Date") that OCF discontinues or materially
reduces the operation of the OCF Plant for at least a consecutive
one   (1)  year  period.   In  the  event  OCF  effects  such   a
discontinuation  or material reduction, OCF shall  use  its  best
efforts  to  (a) find a successor to own and/or operate  the  OCF
Plant and utilize Steam in sufficient quantities for the Facility
to  maintain  its  Qualifying Facility status,  or  (b)  find  an
alternative  user of thermal energy close enough in proximity  to
the Facility so that Facility may provide such thermal energy  on
a  reasonably  economical  basis  and  on  terms  and  conditions
reasonably satisfactory to APC and the Project Lender.  If OCF is
able  to  locate such a successor to own and/or operate  the  OCF
Plant or locate an alternative user of thermal energy within  six
(6)  months of the delivery of the Termination Notice,  then  OCF
shall  pay, as liquidated damages, any additional costs that  APC
may  incur with providing Steam or, if applicable, thermal energy
to  such party. If OCF is unable to find such a successor to  own
and/or  operate the OCF Plant or an alternative user  of  thermal
energy  within  six  (6) months of delivery  of  the  Termination
Notice, then APC, at its sole option, shall have the right either
to (x) lease the OCF Plant from OCF for the remainder of the Term
at  a rate equal to fifty percent (50%) 

                                 -155-

of the fair market rental
(as  applicable)  value of the OCF Plant, which  value  shall  be
determined  by  taking  the  average value  determined  by  three
appraisers  (one selected by APC, one selected by  OCF,  and  one
selected  by the two appraisers), (y) have OCF provide  the  land
necessary and suitable for an alternative steam user,  subject to
the  title to such land being acceptable to APC, and pay APC  One
Million  Dollars ($1,000,000) as liquidated damages, or  (z)  pay
APC One Million Dollars ($1,000,000) as liquidated damages to  be
used  to  connect the Facility to an alternative  thermal  energy
user.  If  APC  elects  option (y), the  maximum  amount  of  the
liquidated damages shall be reduced (but not below zero)  by  the
fair  market  value  of the land conveyed  to  APC.   Unless  the
parties are able to agree on the fair market value for such land,
the  fair  market  value  of such land  shall  be  determined  in
accordance  with  the  same procedure  as  set  forth  above  for
determining the fair market rental value of the OCF  Plant.   The
One  Million Dollar ($1,000,000) liquidated damages cap set forth
in  this  Section  5.2 shall change, effective each  January  1st
during  the  Term, by the same percentage change as occurred  for
the  prior  Calendar Year for the Consumer Price  Index.  If  OCF
provides the Termination Notice at least three (3) years prior to
the   Termination  Date,  the  One  Million  Dollar  ($1,000,000)
liquidated  damages  cap,  as changed  in  accordance  with  this
Section 5.2(a), shall be reduced by fifty percent (50%).

           (b)   If,  prior  to the delivery of  the  Termination
Notice,  APC enters into an agreement to sell Steam  to  a  third
party  that  is  considered  by  the  Project  Lender  to  be  an
acceptable replacement Steam user if OCF ceases purchasing Steam,
and  if  OCF  subsequently is required to pay liquidated  damages
under  Section 5.2(a), then the liquidated damages cap set  forth
in Section 5.2(a) shall be reduced to an amount determined by the
following formula:

          X    =    A    x    B/(B+C)

     WHERE

          X    =    The reduced liquidated damages cap.

          A    =    The liquidated damages cap for the Calendar Year 
                    that OCF is obligated to pay liquidated damages.

          B    =    The Annual Minimum Obligation in the Calendar Year 
                    that OCF is obligated to pay liquidated damages.
               
          C    =    The minimum annual quantity of Steam (in the Calendar 
                    Year that OCF is obligated to pay liquidated damages) 
                    that the third party is obligated to take and pay for 
                    under a contract between APC and such third party.

      SECTION 5.3         Damage to OCF Plant.  If the OCF  Plant
is  damaged  or destroyed by any Casualty, OCF shall  repair  and
restore  it  as  nearly as reasonably practicable to  its  value,
condition  and  character immediately prior  to  such  damage  or
destruction,  subject to such changes or alterations  as  may  be
made  at  OCF's  election in conformity with and subject  to  APC
reasonable  approval  with  respect  to  changes  or  alterations
affecting the Facility.  Such restoration shall be 

                                -156-

commenced  and
prosecuted with due diligence and dispatch and in good faith. All
proceeds  from insurance with respect to a Casualty  to  the  OCF
Plant shall be applied to effect such repair and restoration. OCF
shall promptly advise APC of any Casualty to the OCF Plant.

      SECTION  5.4          Condemnation  of  OCF  Plant.   If  a
Substantial Taking occurs, OCF shall use the proceeds  from  such
Substantial  Taking to acquire a site adjacent to the  APC  Plant
Site  and  to  rebuild  the  OCF Plant as  nearly  as  reasonably
practicable  to  its  value, condition and character  immediately
prior  to  such  Substantial Taking, subject to such  changes  or
alterations  as may be made at OCF's election in conformity  with
and  subject to APC's reasonable approval with respect to changes
or  alterations affecting the Facility.  Such rebuilding shall be
consummated and prosecuted with due diligence and dispatch and in
good  faith. All proceeds from such Substantial Taking  shall  be
applied to effect such rebuilding. OCF shall promptly advise  APC
of any proposed or actual Substantial Taking, shall offer APC the
opportunity  to  participate  in any proceedings  involving  such
Substantial Taking, and shall not enter into any final  agreement
establishing  the  amounts  to  be  paid  as  a  result  of  such
Substantial  Taking  without the prior written  consent  of  APC,
which  shall  not be unreasonably withheld. If OCF is  unable  to
acquire a site adjacent to the APC Plant Site after a Substantial
Taking,  OCF and APC shall negotiate in good faith a distribution
of  any  proceeds received as a result of the Substantial  Taking
based  upon  the  losses suffered or reasonably  expected  to  be
suffered by each party resulting from such Substantial Taking.

      SECTION  5.5         Continuation of Facility.  Subject  to
approval  of  the  Project Lender, if APC shall  discontinue  the
operation  of the Facility for a continuous two (2) year  period,
OCF  shall have the right to acquire the Facility for the balance
due  under  any financing agreement between APC and  the  Project
Lender.


                           ARTICLE 6.
                                
                          FORCE MAJEURE
                                
     SECTION 6.1         Definition.  Force Majeure shall mean an
event  or  occurrence  that is not reasonably  foreseeable  by  a
party, is beyond its reasonable control, and is not caused by its
negligence  or lack of due diligence, including, but not  limited
to,  natural  disasters (including, but not limited to,  freezes,
diseases  and  other natural events which cause an  extraordinary
reduction  in  the  citrus available for processing  in  the  OCF
Plant),  fire,  lightning,  wind,  perils  of  the  sea,   flood,
explosions,  acts  of God or the public enemy,  failure  of  fuel
supply  to the Facility, strikes, lockouts, vandalism, blockages,
insurrections, riots, war, sabotage, action of a court or  public
authority,  or accidents to or failure of equipment or machinery.
Notwithstanding anything else herein to the contrary, changes  in
market conditions shall not constitute Force Majeure.

      SECTION  6.2           Effect.  Article 5 to  the  contrary
notwithstanding, and subject to Section 6.4, in  the  event  that
either  APC or OCF is rendered unable, by reason of an  event  of
Force  Majeure, to perform, wholly or in part, any obligation  or
commitment set forth in this Agreement, then, provided such party
gives  prompt written notice describing the particulars  of  such
event,  

                                -157-

including,  but  not  limited  to,  the  nature  of   the
occurrence  and its expected duration, and continues  to  furnish
timely, regular reports with respect thereto during the period of
the  Force  Majeure, the obligations of both parties, except  for
obligations  to pay money, shall be suspended to the  extent  and
for  the  period  of  such  Force  Majeure  condition;  provided,
however, that (a) the suspension of performance is of no  greater
scope  and  of no longer duration than is required by  the  Force
Majeure  and  (b)  the party whose performance is  being  excused
shall  use  its  reasonable efforts to  perform  its  obligations
hereunder and remedy its inability to perform. Both parties agree
and understand that maintaining the Qualifying Facility status of
the Facility is of primary importance to both parties, and if  an
event of Force Majeure occurs that impacts on the continuation of
that  Qualifying  Facility status, APC may take  such  reasonable
steps as it deems necessary to protect that status.

      SECTION 6.3         Termination for Force Majeure.  In  the
event  the  Power  Purchase Agreement is  terminated  during  the
continuance of an event of Force Majeure, then APC may  terminate
this  Agreement without any liability therefor upon Three Hundred
and Sixty-Five (365) Days' prior written notice.

      SECTION 6.4         Natural Disasters Impacting the  Citrus
Crop.   By  way  of clarification of the sections  of  Article  6
contained above, where there is an extraordinary freeze,  disease
or  other natural event causing an extraordinary reduction in the
citrus  crop  (a "Natural Disaster Force Majeure");  (i)  to  the
extent  that the Natural Disaster Force Majeure causes continuing
extraordinary  adverse  effects on  the  citrus  crop  (e.g.,  by
causing damage to the trees which affects the next year's  crop),
the  Natural  Disaster Force Majeure event  shall  be  deemed  to
continue; (ii) OCF shall nevertheless be obligated to obtain  the
appropriate  pro-rata share of the citrus crop; (iii)  OCF  shall
cooperate with APC in finding an additional/alternative Steam use
or user for the OCF Plant to the extent that it is not being used
to  process  the appropriate pro-rata share of the  citrus  crop;
(iv)   OCF   shall  make  the  OCF  Plant  available   for   such
additional/alternative  steam user on a  minimal-rent  basis  and
otherwise  upon reasonable contractual terms; and (v)  OCF  shall
cooperate with APC in obtaining a waiver from the FERC  from  the
efficiency and use standards required for Qualifying Facilities.


                           ARTICLE 7.
                                
                         INDEMNIFICATION

     SECTION 7.1         Reciprocal Indemnification.  Each of APC
and  OCF,  respectively,  as indemnitor,  will  defend,  protect,
indemnify, and hold harmless the other party, each of  the  other
party's  Affiliates,  the successors and assigns  of  such  other
party  and any of its Affiliates, and the shareholders, officers,
directors, partners, employees and agents of such other party and
any  of its Affiliates, as indemnitees, from and against any  and
all  losses, damages or expenses (excluding consequential losses,
damages and expenses) and liability suffered or paid as a  result
of  any  and  all  claims,  demands,  suits,  causes  of  action,
proceedings,  judgments  and  liabilities  (including  reasonable
counsel  fees  incurred  in litigation  or  otherwise)  assessed,
incurred  or  sustained by or against any such  indemnitees  with
respect  to  or resulting from injuries to or death  of  persons,

                                -158-

including, but not limited to, employees of any indemnitees,  and
damage  to or destruction of property, including, but not limited
to,  the property of any indemnitees, arising out of, or  in  any
way  connected  with, the failure to comply with  any  applicable
law,   rule   or  regulation  of  any  authority  having   proper
jurisdiction,  or  the  performance  or  non-performance  of  any
provision  of  this  Agreement, or any  operations  conducted  by
indemnitor, its agents, or employees, excepting only such injury,
death,  damage  or  destruction as may be  caused  by  the  gross
negligence  or willful misconduct of the indemnitee, its  agents,
or employees.

     SECTION 7.2         Duty to Defend.  Indemnitor, at its sole
cost  and expense, shall be responsible for defending any  claim,
demand,  suit,  cause  of  action or proceeding  covered  by  the
indemnities set forth in Section 7.1.  Indemnitor shall have  the
right to control the defense of any claim, demand, suit, cause of
action,  or  proceeding,  provided that  indemnitor  shall  first
confirm  in  writing to indemnitee that such claim is within  the
scope  of  the  indemnities contained in  Section  7.1  and  that
indemnitor  shall pay all amounts required to be paid in  respect
of  such claim, demand, suit, cause of action or proceeding.  The
indemnitee shall have the right, but not the obligation,  at  its
sole  cost and expense, to participate in the defense of any such
claim,  demand, suit, cause of action or proceeding.  Indemnitees
shall  have  the  right at any time, by notice to indemnitor,  to
assume  exclusive  control of the defense of any  claim,  demand,
suit, cause of action or proceeding insofar as the indemnitee  is
concerned,  at  the sole cost and expense of indemnitor,  if  (a)
indemnitor  fails to defend diligently such claim, demand,  suit,
cause  of  action or proceeding, (b) there is a conflict  in  the
interests  of  indemnitor and indemnitee  with  respect  to  such
claim, demand, suit, cause of action or proceeding, or (c) at any
time  during the tendency of such claim, demand, suit,  cause  of
action    or   proceeding   indemnitor   shall   disaffirm    its
responsibility for the claim involved. Indemnitor shall  pay  all
reasonable  costs  that  may be incurred by  indemnitee  in  such
defense  or  in  enforcing  this  indemnity,  including,  without
limitation,  reasonable attorneys' fees,  within  ten  (10)  days
after request therefor.

     Indemnitor shall have the right to settle any claim, demand,
suit,  cause of action, or proceeding which results only  in  the
payment  of  money. Indemnitor shall have no right,  without  the
prior written consent of indemnitee, to settle any claim, demand,
suit,  cause of action, or proceeding which claim, demand,  suit,
cause  of  action  or proceeding or settlement thereof,  involves
nonmonetary obligations of indemnitee.

      SECTION  7.3          Loss  of  Citrus  and  Citrus-Related
Products,  Property  Damage  and  Incremental  Operating   Costs.
Without  in  any  way limiting the generality  of  any  indemnity
hereunder,  and  subject to the limitations and  requirements  of
Section  3.7, APC shall specifically indemnify and hold  harmless
OCF  from any verifiable and auditable out-of-pocket loss from  a
reduction  in  value of any products of OCF, any  verifiable  and
auditable  property damage, or verifiable and  auditable  out-of-
pocket  incremental operating costs incurred, due to any material
inadequacy or unplanned Material Interruption exceeding  the  one
(1)  hour  time  period  specified in Section  3.7(c);  provided,
however, OCF shall use its best efforts to minimize or reduce any
potential  loss, damage, expense or cost that may be  subject  to
the  indemnity  provided under this Section 7.3.  OCF  agrees  to
obtain  at  APC's  expense  (i.e.,  the  difference  between  the
premiums for OCF's present business interruption insurance  which
provides for a twenty-four (24) hour waiting 

                                -159-

period and the  cost
of   the   policy  hereunder)  additional  business  interruption
insurance, if commercially available and obtainable at reasonable
rates,  that  will  insure OCF for any losses  incurred  after  a
twelve (12) hour waiting period, subject to the other limitations
and requirements of Section 3.7.  Any such losses incurred by OCF
shall  be  deemed  reduced or, if applicable, eliminated  to  the
extent that OCF has insurance coverage applicable to such losses,
or  to  the extent such losses are attributable to the negligence
or   willful   misconduct  of  OCF,  its  agents  or   employees.
Notwithstanding  anything  else herein  to  the  contrary,  APC's
maximum  liability under this Section 7.3 shall be Fifty Thousand
Dollars ($50,000) per occurrence.

                         ARTICLE 8.
                        ARBITRATION

     SECTION 8.1         Governing Provision.  Any controversy or
dispute  arising under, out of, or in connection with the  making
or  performance  or  the enforcement or interpretation  of,  this
Agreement shall be subject to arbitration in accordance with  the
provisions  of  the Florida Arbitration Code, Fla. Stat.  682.01,
et.  seq.,  as  amended from time to time,  except  as  otherwise
provided in this Article 8. Notwithstanding the foregoing, or any
other  provision  to the contrary contained in  this  Article  8,
neither  party  shall  be  compelled to arbitrate  any  claim  or
dispute relating to a breach of this Agreement or the performance
or  non-performance of any party's obligations hereunder  brought
by  the other party, if the sole remedy sought for such claim  is
injunctive  relief  and  reasonable  attorneys'  fees  and  costs
related  thereto, but such other party may have full recourse  to
the courts to petition for such injunctive relief.

      SECTION  8.2         Demand for Arbitration.   The  parties
shall  negotiate in good faith and attempt to resolve any dispute
which may develop hereunder; provided, however, in the event that
the  parties  are  unable to resolve a dispute hereunder,  either
party   may serve upon the other a notice of intention to  demand
that such matter be arbitrated by first giving written notice  of
the  existence  of  a dispute and a detailed description  of  its
nature.  If one party refuses to meet to resolve the issue,  then
only  the other party may demand arbitration of that issue.  I  f
within not less than ten (10) days, but not more than twenty-five
(25)  days,  after the notice of intention to demand  arbitration
the  parties  are  still unable to resolve  their  dispute,  then
either  party  may  give  a written notice  to  the  other  party
demanding arbitration.

      SECTION  8.3         Selection of Arbitrators.   The  party
giving the notice shall request a list of seven arbitrators  from
the  American Arbitration Association in Tampa, Florida  ("AAA").
The  arbitration panel shall include (a) an attorney licensed  to
practice  law  in the State of Florida (b) a person knowledgeable
with  respect  to the operation of steam generation  and  process
heat  equipment and the measurement and utilization of steam  and
process  heat in manufacturing processes in the citrus processing
industry,  and (c) a third person meeting the qualifications  set
forth  in clauses (a) or (b). The following criteria shall govern
the selection of arbitrators and shall be communicated to AAA:

                                -160-

           (x)   None  shall  be an officer, director,  employee,
partner,  or  otherwise  affiliated  with  either  party  or  any
Affiliate thereof.

           (y)   Each  shall have the education,  experience  and
capabilities demonstrating an ability to comprehend  and  analyze
complex factual and contractual relationships and uncertainties.

      Each  party shall take turns selecting one of the names  on
the  list  for  elimination until only three (3) arbitrators  are
left,  and  those persons shall arbitrate the dispute. OCF  shall
have  the  first  right to strike the name of an  arbitrator  the
first time the parties resort to arbitration, APC shall have  the
first  right  to  strike the second time the  parties  resort  to
arbitration,  and the parties shall alternate which  one  strikes
the first name thereafter. Each party shall exercise its right to
strike  a name by the end of the next Business Day after  receipt
of  the notice of the other party's action to strike a name  from
the list. A party failing to strike a name on its turn shall lose
its turn and the other party may proceed to strike another name.

      SECTION 8.4         Hearing.  The arbitration hearing shall
take  place in Tampa, Florida no sooner than thirty (30), but  no
more   than  sixty  (60),  days  after  the  selection   of   the
arbitrators.  The arbitrators shall give written  notice  of  the
time  and place of the hearing to both parties at least ten  (10)
days  prior  to the hearing date. The arbitrators  shall  not  be
authorized  to  alter,  extend  or  modify  the  terms  of   this
Agreement.  Upon  rendering  a decision,  the  arbitrators  shall
promptly execute and acknowledge the decision and deliver a  copy
to each party.

      SECTION  8.5         Effect of Decision.  The  decision  or
award  of  the  arbitrator shall be final  and  binding  on  both
parties.  Such  decision or award may be enforced  in  any  court
having  jurisdiction  of the party against  whom  enforcement  is
sought.  A judgment confirming the award may be rendered  by  the
circuit court in and for Hillsborough County, Florida, which  the
parties  agree is the court of appropriate jurisdiction.  Failure
to   comply  with  the  arbitrators'  decision  hereunder   shall
constitute an Event of Default entitling the prevailing party  to
the  remedies set forth in Article 4, in addition to those  which
such party may otherwise be entitled to at law or in equity.

      SECTION 8.6         Performance Pending Decision.   Pending
resolution  of any controversy or dispute hereunder,  performance
by  each  party shall continue so as to maintain the  status  quo
prior to notice of such controversy or dispute. Resolution of any
controversy  or  dispute involving the payment of  money  by  one
party  to the other shall include payment of interest at  a  rate
per  annum equal to the reference rate of Bank of America  NT&SA,
or  any  successor  bank  thereto, in  effect  at  the  time  the
adjudication  is  made, plus three percent (3%) (subject  to  and
limited by applicable usury laws), for the period commencing when
payment  should have been made and ending on the date payment  is
actually made.

                                -161-


                           ARTICLE 9.
                                
                           INSURANCE
                                
       SECTION   9.1          Coverage.   As  to  all  activities
hereunder,  the  following insurance shall be  obtained  from  an
insurance  carrier  rated "A" by Bests or  having  an  equivalent
rating  by another mutually agreed-upon insurance rating  service
and  maintained  in  full force and effect for  the  benefit  and
protection of the parties under this Agreement:

           (a)   Workers' Compensation Insurance.   OCF  and  APC
shall  carry  and  maintain  in  effect,  with  respect  to   its
employees, if any, Workers' Compensation Insurance and Employer's
Liability Insurance that equals or exceeds statutory requirements
in the State of Florida.

           (b)   Comprehensive General Liability.   OCF  and  APC
shall   carry  and  maintain  in  effect  comprehensive   general
liability  insurance, including contractual liability  insurance,
providing  for  a  minimum of Five Million  Dollars  ($5,000,000)
combined  single  limit coverage for death,  bodily  injury,  and
property damage arising from any one occurrence. Each party shall
name  the  other  party  as  an  additional  insured  under  such
insurance.

          (c)  Automobile Liability.  OCF and APC shall carry and
maintain   in  effect  business  automobile  liability  insurance
covering  all owned, non-owned and hired automobiles,  and  shall
include   Uninsured  and  Underinsured  Motorists,  with  minimum
insurance limits of Five Million Dollars ($5,000,000) for  bodily
injury and property damage arising from any one occurrence.  This
should be in a "stacked" format if commercially available and  if
there  are five or more vehicles owned by each respective  party.
In  the  event  there  are less than five vehicles  or  unstacked
limits are commercially unavailable, then the Five Million Dollar
coverage ($5,000,000) may be satisfied by adding this coverage to
the umbrella or excess liability policy following the coverage on
the primary automobile liability.

          (d)  Plant and Facility Insurance.  OCF shall carry and
maintain   all  risk  property  damage  insurance  covering   the
replacement cost of the OCF Plant.  APC shall carry and  maintain
all  risk property damage insurance covering the replacement cost
of the Facility.

           (e)   Policy  Terms.  Each liability policy  described
above  which  a  party  is required to carry  shall  be  primary,
without right of contribution from any other insurance which  may
be  carried  by  either party. Each liability policy  shall  only
include  coverages  related  to  activities  covered  under  this
Agreement.   All  insurance  policies  shall  provide  that   the
insurance may not be canceled except upon thirty (30) Days  prior
written  notice to each party, except in the case of  nonpayment,
in  which  case upon ten (10) Days prior written notice  to  each
party.

           (f)   Self-Insurance.  If either party utilizes  self-
insurance,  or a self-insured retention to satisfy the  insurance
requirements of this Agreement, the other party shall be notified
of  such  a  decision  and the amount of such  self-insurance  or
retention shall be secured by letter(s) of 

                                -162-

credit, cash or  other
mutually  agreed  upon, generally accepted financial  methods  of
securing  such  self-insurance retentions.  Such  security  shall
remain in place at all times that the party continues such  self-
insurance or self-insured retention.  The amount of such security
shall be equal to the amount of such self-insurance or retention.

      SECTION 9.2         Certificate.  Each party shall  provide
the  other  party  with  written evidence of  the  other  party's
procurement  of the insurance required under Section  9.1,  which
evidence  shall  be  in  the  form of  an  insurance  certificate
specifying  the amount of coverage and expiration  dates  of  all
policies in effect. Each such certificate shall indicate that  no
insurance will be canceled or materially changed during the  Term
without thirty (30) Days prior written notice to each party.   No
party  shall  perform any act that would invalidate the  policies
which the parties are obligated to obtain and maintain hereunder,
or  to increase the premiums payable under such policies.  Should
any  party at any time neglect or refuse to provide any insurance
required  hereunder,  or should any insurance  be  canceled,  the
other  party  shall  have the right, but not the  obligation,  to
procure  the required insurance and the party failing  to  obtain
and/or maintain the required insurance shall reimburse the  other
party for the premiums thereto and any claim payments and defense
costs associated with the loss of such coverage.

      SECTION  9.3          Waiver of Subrogation.  All  policies
obtained hereunder shall have a provision mutually waiving rights
of subrogation by the insurer against the parties hereto.


                           ARTICLE 10.
                                
                          MISCELLANEOUS
                                
     SECTION 10. 1  Assignment and Subletting.

          (a)  APC shall have the right to assign its interest in
this Agreement (including, without limitation, any assignment  by
operation  of  law),  and  APC  shall  be  fully  and  completely
discharged  from  its obligations hereunder, provided  that  such
assignee  shall  assume  and  be  bound  by  the  terms  of  this
Agreement,  and  is reasonably deemed by OCF  to  be  capable  of
performing  under  this Agreement; provided, however,  APC  shall
have the right, without first having to obtain OCF's consent,  to
assign  its interest under this Agreement in connection with  (i)
any  assignment, collateral assignment or lease of this Agreement
by  APC  to  any  Project Lender (provided  that  any  collateral
assignment  by  APC  of  its rights and  obligations  under  this
Agreement  to  any  Person  shall not  operate  to  diminish  the
obligations  of APC hereunder); and (ii) any assignment  of  this
Agreement to Orange Cogeneration Limited Partnership, a  Delaware
limited  partnership,  or  any Affiliate  thereof.   Any  Project
Lender which has assumed APC's interest hereunder may transfer or
assign  this Agreement, sublease or knowingly permit the sublease
of  the  Facility, without the prior written consent of OCF,  and
any  purchase  money  mortgage delivered in connection  therewith
shall 
                                -163-

be entitled to the benefit of provisions benefiting Project
Lender hereunder, and any transferee from such Project Lender  or
any purchaser at a foreclosure sale may do the same.  Any Project
Lender or purchaser at a foreclosure sale shall have no liability
for the period after it assigns or transfers this Agreement.

           (b)   Nothing in this Agreement shall prevent OCF from
mortgaging, pledging, encumbering or hypothecating this Agreement
provided   that   any  such  mortgage,  pledge,  encumbrance   or
hypothecation shall be made subject to this Agreement, and  shall
not operate to diminish the obligations of OCF hereunder.

           (c)   Anything herein to the contrary notwithstanding,
OCF shall have the right to assign its interest in this Agreement
(including,  without limitation, any assignment by  operation  of
law),  and OCF shall be fully and completely discharged from  its
obligations  hereunder, provided that such assignee shall  assume
and  be  bound by the terms of this Agreement, and is  reasonably
deemed  by APC and the Project Lender to be capable of performing
under the terms of this Agreement.

      SECTION 10.2   Notices Concerning APC's Lenders.  APC  may,
from time to time, without notifying or obtaining the consent  of
OCF, hypothecate, mortgage, pledge or alienate APC's rights under
this Agreement to a Project Lender. APC shall give prompt written
notice to OCF of:

           (a)   its  entering into a credit agreement,  and  the
total  amount of funds available thereunder, or of the nature  of
the transaction;

           (b)   any amendments to said credit agreement; and

           (c)   the  Project  Lender's  address  for   notices
hereunder;  provided, however, that any failure by  APC  to  give
such  notice shall not be grounds for denying the Project  Lender
the rights and protections it may have.

      SECTION  10.3    Further Assurances.   Each  party  further
agrees to execute, acknowledge, and deliver any further documents
or  instruments that are necessary or desirable to carry out  the
terms  of this Agreement or that are reasonably requested by  the
other   party,   or   any  Project  Lender,  including,   without
limitation,  a  consent  or  consents to  assignment  or  similar
documents,  and  will take any other action reasonably  necessary
and  proper  to  carry  out  the terms  and  provisions  of  this
Agreement or consistent with the terms of this Agreement that may
reasonably  be  requested  by the other  party,  or  any  Project
Lender,   for   the  purpose  of  consummating  the  transactions
described  in  this  Agreement,  including,  without  limitation,
cooperating   in  obtaining  any  and  all  required   approvals,
consents, permits and authorizations.

     SECTION 10.4   Successors and Assigns.  All of the terms and
provisions  of this Agreement and the parties' respective  rights
and  obligations hereunder shall be binding upon and inure to the
benefit  of the parties hereto and their respective and permitted
successors and assigns.

                                -164-


      SECTION  10.5   Amendments.  No provision of this Agreement
may  be  changed,  waived,  modified, discharged,  or  terminated
except by a written instrument executed by the parties hereto.

      SECTION  10.6   Entire Agreement.  This Agreement  and  the
documents delivered in connection with, and/or expressly referred
to   in   this  Agreement,  contain  the  entire  agreement   and
understanding  between the parties with respect  to  the  subject
matter of this  Agreement and supersede all prior oral or written
negotiations, understandings and agreements. Neither  party  will
be  bound  by or will be deemed to have made any representations,
warranties  or  commitments  except  those  contained   in   this
Agreement or in the documents delivered pursuant hereto.

      SECTION 10.7   Severability.  Should any provision of  this
Agreement  for  any reason be declared invalid or  unenforceable,
such  decision  shall not effect the validity  of  the  remaining
portions,  which  shall nevertheless remain  in  full  force  and
effect  as  if this Agreement had been executed with the  invalid
portion  thereof eliminated. If any provision is held invalid  or
unenforceable with respect to particular circumstances, it  shall
nevertheless  remain  in  full force  and  effect  in  all  other
circumstances.   If   any  provision   of   this   Agreement   is
unenforceable under the law prevailing at a subsequent time, then
such  originally unenforceable provision shall be deemed to  take
effect  at  the time it becomes enforceable. As used herein,  the
term   "unenforceable"  is  used  in  its   broadest   and   most
comprehensive  sense  and  includes  the  concepts  of  void   or
voidable.

      SECTION 10.8   Waiver.  Either party's delay or failure  to
enforce  or  exercise any provision of this Agreement  or  rights
existing  hereunder  shall not in any  way  be  construed  as  or
constitute  a waiver of any such provision or right,  or  prevent
that  party  thereafter  from  enforcing  each  and  every  other
provision or right of this Agreement.

      SECTION  10.9    Termination and Survival.  This  Agreement
shall  terminate  (i)  upon  expiration  of  the  Term,  (ii)  in
accordance  with Article 4, or (iii) in accordance  with  Section
6.3.  Any  provisions, agreements, warranties, or representations
contained in this Agreement which are expressly or by implication
to  come  into  or remain in force following the  termination  or
expiration of this Agreement (including with limitation,  Section
4.4(e),  Article  7,  Article 8, and Sections  10.9,  10.14,  and
10.15) shall survive such termination or expiration.

     SECTION 10.10  Counterparts.  This Agreement may be executed
in  any number of counterparts, each of which shall be deemed  an
original  instrument  and which shall have  the  same  force  and
effect  as  the  original  instrument, and  all  of  which  shall
constitute one and the same agreement.

      SECTION 10.11  Notices.  Except as provided herein  to  the
contrary, any notice or other communication required or permitted
hereunder  sell be in writing, and shall be deemed to  have  been
sufficiently  given when delivered in person  to  an  officer  of
either party (or, if such party is a partnership, to a partner or
a  corporate  general partner of such partnership), by  facsimile

                                -165-

(receipt  of  which  is  verified by telephone),  by  overnight
carrier,  or  when deposited in the United States mails,  postage
prepaid,  for  mailing by express, certified or registered  mail,
return receipt requested, addressed as follows:

          If to OCF:     Orange-Co of Florida, Inc.
                         P.O. Box 2158
                         2020 U.S. Highway 17 South
                         Bartow, Florida 33830-2158
                         Attention: President

          If to APC:     A.P. Cogen, Ltd.
                         9355 Prestwick Club Drive
                         Duluth, Georgia 30136

Or  to  such other person or address as the respective party  may
specify  from  time  to time in a notice duly given  as  provided
herein.

      SECTION  10.12   Choice of Law.  THIS  AGREEMENT  SHALL  BE
GOVERNED  BY  AND CONSTRUED IN ACCORDANCE WITH THE  LAWS  OF  THE
STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF
RELATING TO CONFLICTS OF LAW.

      SECTION  10.13  Attorneys' Fees.  In the event any  dispute
between the parties to this Agreement should result in litigation
or   any   other   proceeding  (including,  without   limitation,
arbitration),  the  prevailing party shall be reimbursed  by  the
nonprevailing  party  for  all  reasonable  costs  and  expenses,
including,   without  limitation,  reasonable  attorneys'   fees,
incurred  by  the  prevailing  party  in  connection  with   such
litigation  or  other  proceeding and any appeal  or  enforcement
thereof.

       SECTION   10.14    Exclusion  of  Consequential   Damages.
Notwithstanding  anything else herein to  the  contrary,  neither
party  shall  be  liable to the other for consequential  damages;
provided, however, the damages provided for in the last  sentence
of  each  of Sections 5.2(a) and 7.3 shall not be deemed to  fall
within this exclusion.


     SECTION 10. 15 Representations and Warranties.

           (a)   In  order  to  induce APC  to  enter  into  this
Agreement, OCF represents and warrants that:

                (i)   It  is an entity duly organized and validly
existing under the laws of its state of organization and has full
organizational  power  and  authority  to  execute,  deliver  and
perform  this Agreement. The execution, delivery and  performance
of  this  Agreement have been duly authorized  by  all  necessary
organizational action on its part to be performed. This Agreement

                                -166-

constitutes  its  valid  and legally binding  obligation  and  is
enforceable  against it in accordance with its terms,  except  as
enforcement   may   be   limited   by   bankruptcy,   insolvency,
reorganization,  moratorium  or other  similar  laws  of  general
application;

                     (ii) The execution, delivery and performance
of this Agreement will not violate or conflict with any provision
of  law,  regulation  or order or any court or  other  agency  of
government,   its  constituting  documents,  or  any   indenture,
agreement or other instrument to which it may be a party,  or  by
which  it  may  be  bound, or be in conflict with,  result  in  a
breach  of,  or constitute (with due notice or lapse of  time  or
both) a default under or result in the creation or imposition  of
any  lien,  charge or encumbrance of any nature whatsoever,  upon
any  of  its  property or assets pursuant to any such  indenture,
agreement or instrument;

                    (iii)     It has good title to the OCF Plant,
free  and  clear  of  all liens, charges or encumbrances  of  any
nature whatsoever, except as set forth in Exhibit F.

                     (iv) The consolidated balance sheets of  OCF
and  its  subsidiaries as of September 30, 1992 and  the  related
consolidated statements of income and cash flows for  the  fiscal
year  then  ended,  copies of which have been furnished  to  APC,
fairly  present the consolidated financial condition  of  OCF  at
such  date  and  the consolidated results of operations  for  the
period  ended  on  such  date, all in accordance  with  generally
accepted   accounting  principles  consistently  applied.   Since
September 30, 1992, there has been no material adverse change  in
OCF's  consolidated financial condition or results of  operations
and  no event or condition has occurred which could impair  OCF's
ability to perform its obligations under this Agreement; and

                      (v)   There  is  no  existing  pending   or
threatened  litigation or governmental investigations  which  has
not  been disclosed to APC in writing prior to the date  of  this
Agreement  which  could  reasonably  be  expected  to  materially
adversely  affect  the Facility or the project  related  thereto,
including  the  development,  construction,  completion,  project
financing or operation of such project.

           (b)   In  order  to  induce OCF  to  enter  into  this
Agreement, APC represents and warrants that:

                (i)   It  is an entity duly organized and validly
existing under the laws of its state of organization and has full
organizational  power  and  authority  to  execute,  deliver  and
perform  this Agreement. The execution, delivery and  performance
of  this  Agreement have been duly authorized  by  all  necessary
organizational action on its part to be performed. This Agreement
constitutes  its  valid  and legally binding  obligation  and  is
enforceable  against it in accordance with its terms,  except  as
enforcement   may   be   limited   by   bankruptcy,   insolvency,
reorganization,  moratorium  or other  similar  laws  of  general
application; and

                (ii)  The execution, delivery and performance  of
this Agreement will not violate or conflict with any provision of
law,  regulation  or  order  of any  court  or  other  agency  of
government,   its  constituting  documents,  or  any   indenture,
agreement or other instrument to which it 

                                -167-

may be a party,  or  by
which it may be bound, or be in conflict with, result in a breach
of,  or  constitute (with due notice or lapse of time or both)  a
default  under  or  result in the creation or imposition  of  any
lien, charge or encumbrance of any nature whatsoever, upon any of
its  property or assets pursuant to any such indenture, agreement
or instrument.

     SECTION 10.16  Delivery of Financial Statements.  Each party
shall deliver to the other party, as soon as available and in any
event  within Ninety (90) Days after the end of each fiscal  year
of  such  party,  consolidated  statements  of  income,  retained
earnings  and  cash flow of such party and its  subsidiaries  for
such  fiscal year and the related consolidated balance  sheet  of
such  party  and  its subsidiaries as at the end of  such  fiscal
year,  setting  forth in each case in comparative  form  for  the
corresponding figures for the preceding fiscal year,  accompanied
by  an  opinion  of independent certified public  accountants  of
recognized  national  standing, which opinion  shall  state  that
those  consolidated  financial  statements  fairly  present   the
consolidated  financial condition and results  of  operations  of
such  party and its subsidiaries as at the end of, and for,  such
fiscal  year  in  accordance with generally  accepted  accounting
principles, consistently applied.

      SECTION  10.17  No Partnership or Joint Venture.  OCF  does
not  in  any  way  or for any purpose become, by nature  of  this
Agreement,  an agent, partner or joint venturer of  APC  and  APC
shall  not be deemed an agent, partner or joint venturer  of  OCF
for any purpose.

      SECTION  10.18  Estoppel Certificates.  Each  party  shall,
from  time to time, upon twenty (20) Days' prior written  request
by the other party, execute, acknowledge and deliver to the other
party, or any other person, firm or corporation specified by such
party,  a  certificate  signed by its  authorized  representative
stating  that (a) this Agreement is unmodified and in full  force
and  effect,  or  if  there  have been modifications,  that  this
Agreement  is in full force and effect as modified,  and  setting
forth  such  modifications; (b) the dates to which  any  payments
which  are due hereunder have been made, (c) stating that to  the
knowledge  of  the signer of such certificate no  default  exists
hereunder or specifying each such default of which the signer has
knowledge, and (d) stating that to the knowledge of the signer of
such  certificate that the other party has observed and performed
all  of  the  terms, covenants and conditions on its part  to  be
performed and, if not, specifying the same. The failure of either
party  to  deliver such certificate within such twenty  (20)  Day
period shall be conclusive upon the requesting party or any other
person,  firm or corporation for whose benefit the statement  was
requested,  that  this  Agreement is in  full  force  and  effect
without  modification,  except  as  may  be  represented  by  the
requesting party, that there are no uncured defaults on the  part
of  the  requesting  party, that all sums due by  the  requesting
party  prior  to such time have been paid. Any certificate  given
pursuant  to this Section 10.18 may be relied upon by any  actual
prospective  mortgagee  or purchaser  of  any  interest  in  this
Agreement or the Facility.

      SECTION 10.19  Compliance with Laws.  Each party shall,  at
its own cost and expense (except as herein otherwise specifically
provided),  obey  and  comply with all laws,  ordinances,  rules,
requirements,  regulations  and orders  of  the  federal,  state,
county  and city governments, or any of them, and of any and  all
of   their   departments   and   bureaus,   or   of   any   other

                                -168-

  competent authority, as they may pertain to the Facility or the
OCF  Plant,  to  the protection and maintenance thereof,  to  the
business operated therein, or the sanitary conditions thereof, or
otherwise   to  the  performance  of  either  party  under   this
Agreement.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement to be executed by their duly authorized officers as  of
the date first hereinabove written.


     ORANGE-CO OF FLORIDA, INC., a Florida corporation

     By:       /s/ Gene Mooney
               ---------------
     Name:         Gene Mooney
     Title:        President

     Witness:  /s/ John R. Alexander
               ---------------------


     AP COGEN, LTD., a Florida Limited Partnership

     By:  Energy Development Corporation, a Georgia corporation, 
          its General Partner

     By:       /s/ E. E. Heaton
               ----------------
     Name:     Eldon E. Heaton
     Title:    President

     Witness:  /s/ Patricia
               -----------------------
                                
                                -169-