Exhibit 10.01

                           SALES AGREEMENT FOR 1 (ONE)
                      PRATT AND WHTINEY GG4A-7 GAS TURBINE

This agreement dated April 26, 2002 is made by and between AES Huntington  Beach
L.L.C.  whose address is 21730 Newland  Street,  Huntington  Beach,  California,
referred as a "Seller" and Mid-Power Service Corporation,  whose address is 3800
Howard Hughes Parkway, Las Vegas, Nevada 89109, referred as a "Buyer".

1. Contract Formation. By this Agreement, Seller offers to enter into a contract
with Buyer solely upon the terms and conditions stated herein. Any additional or
different terms and conditions  proposed by Buyer prior to the execution of this
Agreement are hereby expressly  rejected.  Any additional or different terms and
conditions  proposed  by Buyer after the date of this  Agreement  shall be of no
force and effect unless expressly agreed to in writing by Seller.  Buyer accepts
and  shall be bound by the  terms  and  conditions  of this  Agreement  upon the
earlier of (1) the date on which it executes and returns the acknowledgment copy
or (2) when it  commences  performance.  No other  form of  acceptance  shall be
binding  on  Seller.  Herby,  Seller  agrees  to sell and  Buyer  agrees  to buy
equipment described in article 2.

2. Equipment for Sale, Price of equipment.  Seller is the owner of the following
assets:  1 ea GG4A-7  non-flight  Pratt and Whitney turbine engine,  referred as
"Equipment"  whose  serial  number is - "675096".  Total sale price of Equipment
excluding  taxes,  fees and other  applicable  charges is $450,000 (Four Hundred
Fifty Thousand US dollars).  Buyer shall pay all transfer and sales taxes,  fees
and all other applicable charges required by federal,  state and local rules and
regulations.

3.  Terms and  method  of  payment.  Payment  shall be made by  certified  check
presented  on the  date of  sale.  If in  Seller's  judgment  Buyer's  financial
condition  does not justify the terms of payment  specified  herein,  Seller may
cancel this contract.

4.  Title and  Delivery.  Unless  otherwise  set forth on the face of this Sales
Agreement,  equipment shall be delivered  F.O.B.  Seller's Plant,  and title and
liability  for loss or  damage  shall  pass to Buyer  upon  Seller's  tender  of
delivery  of the goods to  carrier  for  shipment  to Buyer.  Any loss or damage
thereafter shall not relieve Buyer from any obligations  hereunder.  Buyer shall
bear all insurance and  transportation  expenses,  including but not limited to,
responsibility for any associated taxes,  duties and other expenses incurred and
documentation,   licenses,   or  clearances   required  at  port  to  entry  and
destination. Buyer shall pay $20,000 deposit for 1 (one) shipping frame provided
by Seller upon Buyer's  request.  The shipping frame shall be returned within 30
days from the date of the equipment delivery.  The shipping frame deposit return
terms shall be net 30 days from the date of the shipping  frame  delivery to the
Seller's plant.  Buyer shall pay all expenses related to usage and return of the
shipping frame.

         Seller  shall  indemnify  Buyer up to the full  amount of the  Purchase
Price from and against any claim  successfully  brought by any third party under
California Civil Code ss. 3440, et seq. to avoid the transfer of the Equipment.

<PAGE>

5.       Disclaimer of warranties and indemnities.

5.1      Equipment  described  in  article 2 shall be sold in "AS IS,  WHERE IS"
         condition  with no  warranty  expressed  or  implied.  Seller  makes no
         warranties  expressed  or  implied,  including  but not limited to, any
         expressed  or implied  warranty  or  merchantability  or fitness  for a
         particular  purpose  whatsoever  as to  the  equipment  sold  to  Buyer
         hereunder,  and does not indemnify  Buyer against  infringement  of any
         patent,  trademark or copyright.  Seller's  disclaimer of warranties as
         hereinabove  set forth shall not be  diminished  or affected by, and no
         obligation or liability shall arises or grow out of, Seller's rendering
         of technical  advice or service in connection with equipment  furnished
         hereunder.

5.2      Seller is a limited liability company duly organized,  validly existing
         and in good standing  under the laws of the State of California and has
         full power and authority to own, lease,  and operate its properties and
         to carry on its business as it is now being  conducted  and to sell the
         goods described herein.

5.3      Seller has all  necessary  power and authority and has taken all action
         necessary to enter into this  Agreement to consummate  the  transaction
         contemplated  hereby and to perform  its  obligations  hereunder.  This
         Agreement has been duly executed and delivered by Seller and is a valid
         and binding obligation of Seller,  enforceable against it in accordance
         its  respective  terms subject to the effect of applicable  bankruptcy,
         insolvency,  reorganization  and  other  similar  laws  relating  to or
         affecting the rights of creditors  generally and limitations imposed by
         equitable  principals,  whether considered in a proceeding at law or in
         equity,  and at the  discretion  of the court for which any  proceeding
         therefore may be brought.

5.4      To the best of Seller's  knowledge  there are no legal  actins,  suits,
         investigations  or  proceedings at law or in equity or before or by any
         governmental  authority or  instrumentality or before any arbitrator of
         any kind,  pending,  or, to  Seller's  knowledge,  threatened,  against
         Seller which,  if determined  adversely  against  Seller,  would have a
         material adverse effect on Seller's ability to sell the goods to Buyer.

5.5      Seller has good,  valid and  marketable  title to the  goods,  free and
         clear of all mortgages,  liens, pledges,  security interests,  charges,
         claims, restrictions and other encumbrances and defects of title of any
         nature  whatsoever.  To Seller's  knowledge  and belief,  all licenses,
         permits  and  authorizations  in any  manner  related  to the goods and
         agreements  pursuant to which Seller has obtained the rights to use the
         goods are in good  standing,  valid and  effective in  accordance  with
         their respective  terms,  and there is not under any such  instruments,
         documents or agreements  any existing  default or event which notice or
         lapse of time, or both, would constitute a default.

                                       2
<PAGE>

6. Indemnity.  Buyer agrees to defend,  indemnify and hold harmless Seller,  its
officers,  agents and  employees  from and against all  claims,  losses,  costs,
expenses,  damages arising form or related to property damage,  economic injury,
or bodily  injury  (including  death) or should  this be of  whatsoever  kind or
nature arising out of Buyer's,  its  employee's,  officer's and agents'  removal
form Seller's site, use or misuse,  transportation,  storage and disposal of the
equipment sold by Buyer  hereunder.  Buyer shall  indemnify  Seller of any sales
taxes arising from this agreement.

7. Time.  Time is expressly  agreed to be of the essence of this  Agreement  and
each and every and all of the terms and conditions and provisions herein.

8.  Governing  Law.  The  formation,  interpretation  and  performance  of  this
Agreement  shall be governed by the  internal  laws of the State of  California,
including,  expect to the extent that the terms and conditions of this Agreement
are clearly inconsistent  therewith,  any applicable  provisions of California's
Uniform Commercial Code.

9. Compliance with Laws. Buyer represents and warrants that it is familiar with,
and at all times shall  comply with all  applicable  federal,  state,  and local
laws,  ordinances,  rules,  regulations,  and executive  orders,  and applicable
safety orders, and all orders or decrees of administrative agencies,  courts, or
other legally  constituted  authorities  having  jurisdiction  or authority over
Seller, Buyer, or the equipment furnished under this Agreement, which may now or
hereafter exist.

10.      Cancellation.

         10.1 Seller may  terminate all or any part of this  Agreement  upon the
occurrence  of any of the  following  events:  (1)  Buyer  becomes  bankrupt  or
insolvent:  or (2) Buyer fails to perform or violates any of the  provisions  of
this Agreement.  Upon such  termination  Buyer shall be liable to Seller for any
and all loss,  damage,  penalties  and excess cost  incurred by Seller caused by
Buyer's failure to execute the  requirements of this order.  The remedies herein
shall be inclusive and  additional to any other  remedies in law or equity,  and
not action by Buyer shall constitute waiver of any such right or remedy.

         10.2 Seller may suspend or terminate all or any part of this  Agreement
at any time for its sole  convenience  by written  notice to Buyer.  Termination
shall be effective  upon actual  receipt by Buyer or its  representative  of the
notice,  or 48 hours  after  deposit  of the notice in the U.S.  mail  whichever
occurs first.

11. Validity. The invalidity,  in whole or in part, of any terms or condition of
this  Agreement  shall not affect the validity of any of the remaining  terms or
conditions.

12.  Disputes.  In the event of any litigation to enforce or interpret any terms
or  conditions  of this  Agreement,  the parties  agree that such action will be
brought in the Superior Court of the County of Los Angeles,  California  (or, if
the federal  courts have exclusive  jurisdiction  over the subject matter of the
dispute, in the U.S. District Court of the Central District of California),  and

                                       3
<PAGE>

the parties hereby submit to the exclusive  jurisdiction  of said court.  In any
action in  Litigation  to enforce or interpret any of the terms or conditions of
this  Agreement,  the  prevailing  party shall be  entitled to recover  from the
unsuccessful  party  all  costs,  expenses  (including  expert  testimony),  and
reasonable attorneys' fees incurred therein by the prevailing party. In no event
shall the  litigation of any  controversy  or the  settlement  thereof delay the
performance of this Agreement.

13. Survival. The obligations imposed on Buyer by Articles 5 and 6 shall survive
cancellation or termination of this Agreement and final payment for equipment.

14.  Remedies.  The remedies  reserved in this  Agreement are  cumulative and in
addition  to any other  remedies  in law or equity  which  may be  available  to
Seller.  The  election  of one or more  remedies  shall not bar the use of other
remedies unless the circumstances make the remedies incompatible.

15. Complete  Agreement.  This Agreement sets forth the entire agreement between
Buyer and  Seller,  and  supersedes  all other oral or written  provisions.  THE
PARTIES HEREBY AGREE THAT NO TRADE USAGE, PRIOR COURSE OF DEALING,  OR COURSE OF
PERFORMANCE  UNDER THIS AGREEMENT  SHALL BE A PART OF THIS AGREEMENT OR SHALL BE
USED IN THE INTERPRETATION OR CONSTRUCTION OF THIS AGREEMENT. No modification of
any of the provisions  shall be binding of Seller unless  expressly agreed to in
writing.

16. Counterparts.  This Agreement may be executed in counterparts, each of which
shall  be  deemed  an  original  and  when  taken  together  with  other  signed
counterparts shall constitute Agreement binding all the parties.


AGREED and ACCEPTED this 24th day of May, 2002 (the "Effective Date").


Seller:                                            Buyer:
AES Huntington Beach L.L.C.                        Mid-Power Service Corporation


By: /s/ Donald C. Vawter                           By: /s/ James W. Scott
    ---------------------------------                 --------------------------
Signature:                                         Signature:

Printed Name: Donald C. Vawter                     Printed Name: James W. Scott
Title: Vice President                              Title: President

                                       4