Exhibit
      10.4




AGREEMENT
      dated as of November 6, 1987 by and between Northeast Landfill Power Co., a
      Massachusetts corporation (“Seller”), and New England Power Company, (“NEP”), a
      Massachusetts corporation.




ARTICLE
      I.       BASIC UNDERSTANDINGS




Seller
      intends to construct, operate and maintain three landfill gas-fired electric
      generation projects at landfills located in Worcester, MA, and Johnston, Rhode
      Island (RI) (collectively, the “Facilities” and singularly the
“Facility”).  The total projected capacity of the Facilities is
      approximately twelve thousand kilowatts (12,000 KW).




Subject
      to the following terms and conditions, Seller agrees to sell and deliver, and
      NEP agrees to purchase and receive, the entire NEP Entitlement, as defined
      below, in each of the Facilities.




ARTICLE
      II.       DEFINITIONS




Whenever
      used in this Agreement, the following terms shall have the following
      meanings:




“Affiliate
      of NEP” shall mean any company that is a subsidiary of the New England
      Electric System.




“Commencement
      Date of Operation” shall mean 12:01 a.m. on the first day of the month
      following the date Seller designates, in writing, as the initial date of
      commercial operation of the Facilities, which shall not precede the latter
      to
      occur of (i) completion of successful acceptance testing of the Johnston
      Facility for purposes of financing and project operation or (ii) the initial
      date on which Seller generates at least five megawatts (5 MW) of electricity
      at
      the Johnston Facility continuously for a period of eight (8) consecutive
      hours.




“Good
      Utility Practice(s)” shall mean the practices, methods and acts (including
      but not limited to the practices, methods and acts engaged in or approved by
      a
      significant portion of the electric utility industry) that, at a particular
      time, in the exercise of reasonable judgment in light of the facts known or
      that
      should have been known at the time a decision was made, would have been expected
      to accomplish the desired result in a manner consistent with law, regulation,
      reliability, safety, environmental protection, economy and expedition. With
      respect to each of the Facilities, Good Utility Practice(s) include but are
      not
      limited to taking reasonable steps to ensure that:




(l)
            adequate
                materials, resources and supplies, including landfill gas, are available
                to meet the Facility’s needs;




(2)
            sufficient
                operating personnel are available and are adequately experienced
                and
                trained and licensed as necessary to operate the Facility properly
                and
                efficiently and are capable of responding to emergency conditions
                relating
                to the operation of the Facility whether caused by events on or off
                the
                site of the Facility;  1




(3)
            preventative,
                routine and non-routine maintenance and repairs are performed on
                a basis
                that ensures reliable long-term and safe operation of the Facility,
                and
                are performed by knowledgeable, trained and experienced personnel
                utilizing proper equipment and
                tools;




(4)
            appropriate
                monitoring and testing is done to ensure equipment at the Facility
                is
                functioning as designed and to provide assurance that equipment will
                function properly under both normal and emergency conditions;
                and




(5)
            equipment
                is not operated at the Facility in a reckless manner, or in a manner
                unsafe to workers, the general public or the environment or without
                regard
                to defined limitations such as rate of refuse decomposition and gas
                production, air intrusion, safety inspection requirements, operating
                voltage, current, frequency, rotational speed, polarity, synchronization,
                and control system limits.




“NEP
      Entitlement” shall mean one hundred percent (100%) of the Net Capability and
      Net Electric Output of each of the Facilities unless Seller exercises its option
      to contract with another utility for the sale of a percentage of the Net
      Capability and the Net Electric Output of the Facilities under Article IV,
      below. If Seller exercises such option “NEP Entitlement” shall mean the
      percentage of the Facilities’ Net Capability and Net Electric Output not
      contracted for sale to another utility.




“NEP’s
      System” shall mean the electrical system of NEP and/or the electrical system
      of any Affiliate of NEP.




“NEPEX”
      shall mean the New England Power Exchange.




“NEPOOL”
      shall mean the New England Power Pool.




“NEPOOL
      Agreement” shall mean the New England Power Pool Agreement dated as of
      September 1, 1971, as amended.




“Net
      Capability” shall mean, with respect to each of the Facilities, the maximum
      dependable load-carrying ability of the Facility, exclusive of capacity required
      for the Facility’s use, expressed in kilowatts, as determined by tests conducted
      in accordance with the NEPOOL Agreement, including appropriate NEPOOL Criteria,
      Rules and Standards and Operating Procedures.




“Net
      Electric Output” shall mean, with respect to each of the Facilities, the
      total amount of electricity generated by the Facility less kilowatthours
      consumed for the Facility’s use.




“Off-Peak
      Periods” shall mean all hours not falling within On-Peak
      Periods.




“On-Peak
      Periods” shall mean all hours from 7:00 a.m. to 11:00 p.m. Monday through
      Friday, excluding legal holidays designated in writing by NEP. At Seller’s
      request, NEP shall provide to Seller a list of designated legal holidays prior
      to the beginning of each calendar year.




2


“Prime
      Rate” shall mean the prime (or comparable) rate announced from time to time
      as its prime rate by the Bank of Boston, which rate may differ from the rate
      offered to its most substantial and creditworthy customers.




“Rate
      X” shall mean NEP’s short term avoided energy cost calculated by NEP in
      accordance with the methodology described in Appendix A, attached hereto and
      incorporated herein by reference, such calculation to be provided to Seller
      on a
      timely basis for review.




ARTICLE
      III.       TERM




It
      shall
      be a condition precedent to the effectiveness of this Agreement that (i) the
      requirements of 220 C.M.R. 8.01 et. seq., for the effectiveness of the
      Agreement have been fulfilled without a finding by the Massachusetts Department
      of Public Utilities (“DPU”) that this Agreement, or any one or more of its
      provisions is contrary to the public interest, or (ii) a court or governmental
      authority of requisite jurisdiction has determined that the DPU lacks
      jurisdiction over NEP’s purchase of the NEP Entitlement.




The
      term
      of this Agreement shall extend for a period ending thirty (30) years after
      the
      Commencement Date of Operation; provided, however, that this Agreement
      shall terminate on the twentieth (20th) anniversary of the Commencement Date
      of
      Operation if NEP gives Seller not less than one-hundred and eighty (180) days
      prior written notice of such termination unless Seller agrees prior to such
      twentieth (20th) anniversary to amend article VI B, below, to provide that
      the
      price to be paid by NEP subsequent to such twentieth (20th) anniversary for
      monthly quantities of electricity delivered hereunder shall be a price per
      kilowatthour equal to Rate X.




Notwithstanding
      the preceding paragraph, if (a) Seller has not secured exclusive rights, for
      a
      term at least equal to the term of this Agreement, to purchase the landfill
      gas
      produced at each of the currently permitted landfill sites on which the
      Facilities will be located within ninety (90) days of the effective date of
      this
      Agreement, (b) construction of the initial gas collection system for the
      Johnston Facility has not been substantially completed within one (1) year
      of
      the effective date of this Agreement, or (c) the Commencement Date of Operation
      has not occurred prior to December 31, 1989, NEP may thereafter terminate this
      Agreement by providing Seller thirty (30) days’ written notice within 60 days of
      (a), (b), or (c), above, as appropriate.




NEP
      shall
      have the option to purchase the Net Capability and the Net Electric Output
      of
      each or any of the Facilities following expiration or termination of this
      Agreement, other than for breach by NEP, upon substantially the same terms
      and
      purchase price as that offered by Seller to any third party, which option shall
      be held open for forty-five (45) days after Seller’s presentation of the terms
      of such offer to NEP.  NEP’s option to purchase such Net Capability
      and Net Electric Output of each or any of the Facilities shall survive
      expiration or termination of this Agreement and shall terminate only upon
      agreement by a third party to purchase such Net Capability and Net Electric
      Output upon substantially the same terms and purchase price most recently
      offered to NEP, but not accepted by NEP, within forty-five (45) days of Seller’s
      presentation of such offer to NEP. For purposes of this paragraph, a purchase
      price that is substantially the same as that offered to any third party shall
      equal the purchase price offered to any such third party reduced by all costs
      that would be incurred by Seller and/or such third party in
      connection with the transmission of the particular Facility’s Net Electric
      Output from the Facility to such third party.


3




ARTICLE
      IV.       OPTIONAL CONTRACT
      SALE




Seller
      shall have the option, exercisable on or before January 1, 1988, to
      contract with another utility for the sale of up to fifty percent (50%) of
      the
      Net Capability and the Net Electric Output of the Facilities for a term
      commencing with the Commencement Date of operation and extending for an
      uninterrupted period not to exceed twenty (20) years, provided that the
      percentage of the Net Capability and Net Electric Output so sold (the “Contract
      Percentage”) is fixed throughout such term (any such contract shall be
      hereinafter referred to as the “Optional Contract.”)




If
      Seller
      exercises such option, then NEP shall have the right, exercisable by written
      notice given to Seller not less than ninety (90) days prior to the expiration
      of
      the term of the Optional Contract, to elect to purchase the Contract Percentage
      from Seller under the terms and conditions of this Agreement from the Optional
      Contract’s expiration date through the expiration date of this Agreement but at
      a price per kilowatthour delivered equal to the average of (i) the price
      calculated in accordance with Article VI B (the “Contract Price”) and (ii) Rate
      X as determined from time to time.




If
      NEP
      does not so elect, then Seller shall have the right, exercisable by written
      notice given to NEP not less than sixty (60) days prior to the expiration of
      the
      term of the Optional Contract, to elect to sell the Contract Percentage to
      NEP
      (and if Seller so elects, NEP shall purchase and receive the Contract
      percentage) under the terms and conditions of this Agreement from the Optional
      Contract’s expiration date through the expiration date of this Agreement but at
      a price per kilowatthour delivered equal to the lesser of Rate X or the Contract
      Price, both as determined from time to time. If Seller does not so elect, Seller
      shall have the right to sell the Contract Percentage to another electric
      utility.




ARTICLE
      V.       TERMS OF SALE




Seller
      agrees that the Facilities shall be designed, constructed, operated and
      maintained such that they reasonably may be expected (i) to have a monthly
      average Net Electric Output not exceeding twelve thousand kilowatts (12,000
      KW)
      per hour and (ii) to produce collectively a constant Net Electric Output for
      a period of not less than thirty (30) years. During the design and construction
      of the Facilities, Seller shall provide NEP with such information as NEP may
      request to determine whether the Facilities are being so designed and
      constructed.




Seller
      shall choose an architect/engineer firm (“AE Firm”) for the design, or for the
      review of the design if such design is provided by Sellers vendor(s), of each
      of
      the Facilities, which selection shall be subject to approval by
      NEP.  NEP hereby approves the selection of Hayden-Wegman as the AE
      Firm, and NEP shall not unreasonably withhold approval of any other AE Firm
      selected by seller. If NEP fails to approve or disapprove Seller AE Firm
      selection within thirty (30) days of a presentation by the proposed AE Firm
      to
      NEP of its design capabilities, NEP shall be deemed to have approved the
      selection for all purposes of this Agreement. NEP and Seller shall mutually
      choose a qualified independent engineering firm (“I.E.
      Firm”) to evaluate the design of each of the Facilities at Seller’s expense. The
      scope of the I.E. Firm’s design evaluation shall be subject to Seller’s review
      and NEP’s review and approval. The I.E. Firm’s design evaluation of each
      Facility shall be provided to NEP in writing prior to commencement of the
      construction of the Facility. Unless NEP and Seller agree otherwise in writing,
      Seller shall cause the AE Firm to make all changes in the Facility’s design that
      the I.E. Firm determines are necessary to meet the requirements of the preceding
      paragraph and Good Utility Practice. Seller shall cause each of the Facilities
      to be constructed in accordance with the resulting design. Seller shall insure
      that all equipment used in each of the Facilities shall be new and unused,
      good
      quality utility grade, suitable for the intended service and shall meet the
      requirements of applicable codes and standards.


4




Prior
      to
      the later to occur of the Commencement Date of Operation or January 1, 1989,
      Seller shall sell and deliver and NEP shall purchase and receive the NEP
      Entitlement in each of the Facilities when and if available at the price
      specified in ARTICLE VI A, below. Thereafter, Seller shall sell and deliver,
      and
      NEP shall purchase and receive, the NEP Entitlement in each of the Facilities
      at
      the price specified in ARTICLE VI B, below. NEP agrees to accept delivery of
      the
      NEP Entitlement in each of the Facilities. NEP shall not, however, be liable
      for
      any damages arising from its inability to accept delivery of any electricity
      that each or any of the Facilities are otherwise capable of generating if NEP
      uses all reasonable efforts to promptly restore such ability. Seller shall
      install and maintain in a safe manner, and in accordance with Good Utility
      Practice and applicable regulations, all of its equipment and facilities
      connected to NEP’s System. If at any time the operation of each or any of the
      Facilities endanger the safety of NEP’s personnel, or interferes with the safe
      and reliable operation of NEP’s System, NEP may discontinue purchases from
      Seller and disconnect from such Facility until such condition has been
      corrected. Unless an emergency exists, or the risk of one is imminent, NEP
      shall
      give Seller reasonable notice of its intention to disconnect from each or any
      of
      the Facilities and to discontinue purchases from Seller, and where practical,
      allow suitable time for Seller to remove the interfering condition. NEP shall
      reasonably cooperate with Seller in Seller’s efforts to remove such interfering
      condition. Any costs incurred by NEP in so cooperating shall be at Seller’s
      expense. NEP’s judgments with regard to discontinuance of purchases or
      disconnection of each or any of the Facilities under this paragraph shall be
      made in accordance with Good Utility Practice.




Seller
      shall cause, at Seller’s expense, the AE Firm, equipment vendor or such other
      party as may be chosen by Seller and approved by NEP which approval will not
      be
      unreasonably withheld, to prepare a plan and schedule for annual ongoing
      maintenance and spare parts inventory as well as a plan for less frequent major
      overhaul work on each of the Facilities’ generators, gas collection systems, and
      auxiliary equipment. Such plan shall be subject to NEP’s approval, which shall
      not be unreasonably withheld and shall conform to the recommendations of the
      equipment vendors and the AE Firm. Seller shall provide such plan to NEP prior
      to the Commencement Date of Operation. Subject to the following paragraph,
      Seller shall perform maintenance of each of the Facilities in accordance with
      such plan.




Seller
      shall cause, at Seller’s expense, an independent engineering firm (“I.E.
      O&M”) selected by Seller and approved by NEP (which approval shall not be
      unreasonably withheld) to conduct a review of each of the Facilities’ operation
      and maintenance practices after the second and before the third anniversary
      of
      the Commencement Date of Operation, and, unless the parties otherwise
      agree, every five years thereafter.  In addition, such a review shall
      be conducted at NEP’s written request in any year following a two calendar year
      period in which, for each of the two calendar years, the Net Electric Output
      of
      the Johnston Facility is less than ninety percent (90%) of the Johnston “KWHr
      Production (1000 KWH)” set forth in Appendix B, attached hereto and incorporated
      herein by reference. Seller shall cause the I. E. O&M to issue a written
      report describing the extent to which the maintenance plan and schedule
      described in the preceding paragraph is being followed, a description of and
      a
      statement of the reasons for any justified departure from such schedule or
      plan,
      a description of any deficiencies in the Facility’s operation and maintenance
      practices, and its recommendations, if any, for improving future operation
      and
      maintenance practices. Seller shall implement any recommendations made by the
      I.E. O&M that the I.E. O&M determines are necessary to meet Good Utility
      Practice unless Seller and NEP mutually agree otherwise. Seller shall keep
      and
      make available adequate maintenance logs for use by the I. E. O&M and/or NEP
      for the purpose of this review.


5




Seller
      agrees to operate the Facilities in parallel with NEP System and to deliver
      the
      NEP Entitlement in each of the Facilities to NEP at the delivery points and
      voltage levels specified in ARTICLE VIII, below. Unless otherwise requested
      by
      NEP, Seller shall operate each of the Facilities at a unity power factor or
      in
      an over excited condition at the point of delivery to NEP, subject to the
      response tine of control equipment to transient conditions on NEP System. If
      Seller fails to operate each or any of the Facilities at a unity power factor
      or
      in an over excited condition, NEP may install, at Seller’s expense, capacitors
      or other electric equipment necessary to ensure that such Facility can be so
      operated. NEP shall have the right on a short—term emergency basis to request
      that Seller operate each or any of the Facilities at any excitation level within
      the range of the particular Facility’s capability as determined from the
      equipment manufacturer’s recommendations. Seller agrees to use all reasonable
      efforts to comply with any such request from NEP.




At
      NEP’s
      sole option, NEP shall have the right to claim credit for (i) all or a portion
      of each or any emission to the air from each or any of the Facilities and the
      associated equivalent Btu heat input or (ii) the equivalent Btu heat input
      to
      each or any of the Facilities, that can be associated, per statutes, laws,
      regulations, ordinances, government standards and/or government regulations,
      with generation at the particular Facility. If NEP exercises such option, NEP
      shall reimburse Seller for all incremental expenses incurred by Seller and
      associated with such credits, beyond those required for the particular Facility
      to meet applicable environmental regulations. In no case shall NEP claim a
      credit at any time if it would cause the Facility to be in violation of the
      Facility’s applicable all quality emissions limit or any other applicable laws
      or regulations and NEP shall have no liability in the event the Facility fails
      to meet applicable environmental regulations.




If
      the
      Federal Energy Regulatory Commission (FERC) determines that each or any of
      the
      Facilities is not a Qualifying Facility pursuant to 18 C.F.R. Part 292, or
      each
      or any of the Facilities otherwise becomes subject to Section 205 of the Federal
      Power Act or any similar federal requirement, Seller shall file, within sixty
      (60) days of such event, a rate with FERC requiring payments for electricity
      generated by such Facility(ies) and sold by Seller to NEP to be based on
      Seller’s reasonable costs of generating electricity but in no event at a rate
      higher than the applicable rates specified in Article VI hereof, effective
      as of
      the date of such event.


6


During
      the term of this Agreement, Seller agrees that Seller shall not permit landfill
      gas purchased by it at each or any of the landfills on which the Facilities
      are
      located, or waste heat and/or steam generated by each or any of the Facilities,
      to be sold or used for any purpose other than generating electricity, unless
      required by regulatory f authorities, without NEP prior written approval which
      approval shall be granted if Seller demonstrates to NEP’s satisfaction that such
      sale or use would not adversely affect the present or future level of
      electricity production at the particular Facility over the remaining tern of
      this Agreement.




Seller
      agrees that during the term -of this Agreement it will not sell or otherwise
      dispose of its interest in each or any of the Facilities without first obtaining
      NEP’s written consent, which consent shall not be unreasonably
      withheld.




Commencing
      as of the Commencement Date of Operation, Seller shall:




(1)           Operate
      the electric generating unit(s) at each of the Facilities to the maximum extent
      feasible consistent with Good Utility Practice; Sell shall provide NEP with
      such
      information at NEP may reasonably request to determine whether each of the
      Facilities is being so operated and maintained.




(2)           Operate
      and maintain each of the Facilities in accordance with Good Utility Practice;
      Seller shall provide NEP with such information as NEP may reasonably request
      to
      determine whether the Facilities are being so operated and
      maintained.




(3)           Provide
      NEP prior to the first day of January of each year, or at NEP’s reasonable
      request, an estimate of the amount of electricity to be generated at each of
      the
      Facilities for each of the following twelve (12) months beginning January 1,
      or
      the first day of the month following NEP’s request;




(4)           Provide
      NEP, or its designee, prior to the first day of each month, a schedule of the
      anticipated generation of electricity at each of the Facilities for such
      month;




(5)           At
      NEP’s request, provide NEP, or its designee, prior to 9:00 a.m. of each day, a
      schedule of the anticipated generation of electricity at each of the Facilities
      for the next day;




(6)           Use
      all reasonable efforts to maximize delivery of electricity from each of the
      Facilities during On-Peak Periods;




(7)           Conduct
      scheduled maintenance of each of the Facilities during reasonable periods
      designated by NEP.  NEP shall designate such periods for each calendar
      year in writing during the preceding December, but not less than ninety (90)
      days prior to the beginning of a period so designated;




(8)           Cooperate
      with NEP in the arrangement and conduct of any tests required under the NEPOOL
      Agreement to determine the Net Capability of each of the Facilities and in
      operating each of the Facilities in conformity with any applicable requirements
      of NEPEX and/or its satellite dispatching center, including providing such
      operating and/or design information to NEP or its designee as NEP may request;
      and


7


(9)           Provide
      NEP such supporting information related to billing as NEP may reasonably
      request.




The
      estimates and schedules provided by Seller under Clauses (3), (4) and (5),
      above, shall be prepared in good faith, based on landfill gas availability
      and
      other conditions anticipated at the time such estimates and schedules are made,
      but shall not be binding on Seller.  Seller shall, however, promptly
      inform NEP whenever it appears that actual generation at each or any of the
      facilities will vary more than ten percent (10%) from the most recent estimates
      or schedules provided under Clause (3), (4), or (5), above.




The
      parties recognize that emergencies, accidents, other unusual conditions and
      events of force majeure as defined in Article XIV, may necessitate a departure
      from scheduled generation. Seller, however, agrees to use all reasonable efforts
      to promptly resume scheduled generation.




ARTICLE
      VI.       PRICE AND BILLING




A.           Prior
      to July 1, 1988, NEP shall pay Seller monthly for quantities of electricity
      delivered for sale to NEP hereunder, as determined in accordance with ARTICLE
      VIII, a price in cents per kilowatthour equal to ninety percent (90%) of Rate
      X.
      Commencing on July 1, 1988, and extending until the later to occur of January
      1,
      1989 or the Commencement Date of Operation, NEP shall pay Seller monthly for
      quantities of such electricity, a price in cents per kilowatthour equal to
      four
      and eight-tenths cents ($.048) per kilowatthour delivered during On-Peak Periods
      and two and eight-tenth cents ($.028) per kilowatthour delivered during Off-Peak
      Periods.




B.           Commencing
      on the later to occur of January 1, 1989 or the Commencement Date of Operation,
      NEP shall pay Seller monthly for quantities of electricity delivered for sale
      to
      NEP hereunder, as determined in accordance with ARTICLE VIII, a price in cents
      per kilowatthour calculated in accordance with the following
      formula:




P
      =  [Q + (R x S)] x U


T




Where
“P”
is
      the total price in cents
      per kilowatthour;




“Q”
                is three and one-half cents (3.5¢) per kilowatthour for electricity
                delivered during On-Peak Periods and one and one-half cents (1.5¢) per
                kilowatthour for electricity delivered during Off-Peak Periods,
                respectively.  NEP may, at its option, upon thirty (30) days
                written notice to Seller, increase or decrease “Q” for On-Peak Periods and
                increase or decrease “Q” for Off-Peak Periods; provided, however,
                that the average value of “Q” for On-Peak Periods and Off—Peak Periods,
                weighted by the number of hours in the On-Peak and Oft-Peak Periods,
                shall
                equal the average value of “Q” for On-Peak Periods and Off-Peak Periods,
                weighted by the number of hours in the On-Peak and Off-Peak Periods,
                prior
                to such revision;  8




“R
                is three cents (3¢) per
                kilowatthour;




“S”
                is 1.00 through December 31, 1989 and in each calendar year thereafter
“S”
                is the Consumer Price Index for Urban Wage Earners and Clerical Workers,
                unadjusted for seasonal variations, all items indexed for Boston,
                Massachusetts, as published in the Bureau of Labor Statistics’ CPI
                Detailed Report (the “CPI Index”) for November of the preceding Calendar
                Year; provided, however, that if a CPI Index is not published for
                November, “S” shall be the CPI Index for the first preceding month for
                which a CPI Index is published;




“T”
                is 1.00 through December 31, 1989 and in each calendar year thereafter
“T”
                is the CPI Index for November of 1988; provided, however, that if a
                CPI Index is not published for November of 1988 “T” shall be the CPI Index
                for the first preceding month for which a CPI Index is published;
                and




“U”
                is 1.00 through December 31 of the first full calendar year in which
                the
                amount paid by NEP under this ARTICLE VI B for the monthly quantities
                of
                electricity delivered hereunder during the calendar year is less
                than the
                total amount that would have been paid by NEP for the monthly quantities
                of electricity delivered hereunder during the calendar year had the
                price
                established under this ARTICLE VI B been equal to Rate X as in effect
                during the calendar year (the “Crossover Year”); and in each month
                thereafter “U” shall be the lesser of 1.00 or an amount calculated in
                accordance with the following
                formula:




U
      = .5 +
      (.5 x K)


L




Where
                “K” is the quantity of electricity in kilowatthours delivered during
                the
                preceding calendar year; and




“L”
is:




(i)
                Until December 31 of the year in which the “Aggregate Differential” as
                defined in Article VII B, below, is reduced to zero (0), the average
                quantity of electricity delivered during the Crossover Year and the
                prior
                four full calendar years. If fewer than four full calendar years
                have
                elapsed from the Commencement Date of Operation to the beginning
                of the
                Crossover Year, “L” shall be determined using the average quantity of
                electricity delivered for all full calendar years from the Commencement
                date of Operation to the end of the Crossover Year;
                and




(ii)
                Thereafter, the “Total Kwhr Production” for the preceding calendar year
                specified in Appendix B hereto multiplied by the highest Net Capability
                of
                the Facilities determined in any year following
                the Commencement Date of Operation divided by twelve thousand kilowatts
                (12,000 kw).




9




If
      a CP
      Index referred to in “S” above has not been published at the time that such
      information is required for billing, the value of “P” shall remain unchanged
      until such publication, at which time a retroactive billing adjustment shall
      be
      made.




In
      the
      event of any future modification of the basis upon which the CPI Index is
      calculated, “T” shall be adjusted to be on a consistent basis with
“S”.




If
      publication of the CPI Index is discontinued during the term of this Agreement,
      the parties agree to meet and mutually agree upon an alternative, but
      substantially equivalent, method of adjusting the value of “R”, above, in
      determining the price to be paid by NEP under this Paragraph B.




If
      the
      CPI Index employed in calculating the price to be paid by NEP during any month
      is subsequently revised, then such price shall be recalculated using the revised
      information and the bills and payments for such month shall be retroactively
      adjusted to reflect such recalculated price.




Notwithstanding
      the preceding provisions of this ARTICLE VI B, if Seller delivers a quantity
      of
      electricity during the On-Peak Period or Off-Peak Period in any month that
      exceeds an amount equal to the product of (i) one (1) minus the Contract
      Percentage (if any) (expressed as a decimal) times (ii) twelve thousand
      kilowatts (12,000 KW) multiplied by the number of On-Peak hours or Off-Peak
      hours during the month, respectively (the “Maximum Participation Level”), then
      NEP shall not be required to pay Seller for any quantity of electricity
      delivered to NEP in excess of the Maximum Participation Level in the respective
      On-Peak or Off-Peak Period.




C.           Bills
      for all amounts due under this ARTICLE VI shall be tendered to NEP monthly.
      A
      separate bill shall be rendered for electricity delivered to NEP from each
      of
      the Facilities. At NEP’s request, each bill shall contain a breakdown of the
      amount billed expressed in terms of the fuel-related and non-fuel-related cost
      to NEP of electricity purchased hereunder.. The breakdown shall be presented
      on
      both a cents per kilowatthour basis and a total bill basis. The fuel-related
      cost to NEP shall be deemed to be equal to a percentage of NEP’s avoided fuel
      cost per kilowatthour to be specified by NEP and the non-fuel-related cost
      to
      NEP shall be deemed to equal the balance. In no event shall any such breakdown
      of the amount billed result in any increase or reduction in the price payable
      by
      NEP to Seller under this ARTICLE VI.  If NEP requests such a
      breakdown, NEP shall provide Seller with its avoided fuel cost calculation
      for
      each month on or before the fifth business day of the following month. No such
      breakdown shall be construed as indicative, of the cost of fuel or any other
      expenses incurred by Seller in generating electricity for sale to
      NEP.




Seller
      may in writing direct that NEP make payment of bills rendered by Seller
      hereunder to a third party such as a trust agent for disbursement. If all or
      any
      part of any bill shall remain unpaid for more than thirty (3) days after NEP’s
      receipt of such bill, interest at a rate per annum equal to the Prime Rate
      shall
      thereafter accrue and be payable to Seller either (i) on such unpaid amount,
      or (ii) in the event the amount of the bill is disputed, on the unpaid amount
      finally determined to be due and payable. NEP may dispute all or any part of
      any
      bill by mailing to Seller written notice thereof, stating the reason for such
      dispute, within thirty (30) days of receipt of such bill and by paying to Seller
      any amount not in dispute. Both parties shall exercise good faith in resolving
      any such dispute in a timely manner.


10




ARTICLE
      VII.      
DEFAULT/TERMINATION/SECURITY/COMPLETION SECURITY
      AND MILESTONES




A.           Events
      of Default.  The occurrence of any one or more of the following
      shall constitute an “Event of Default” hereunder:




(1)           If,
      except to the extent permitted under ARTICLE VI C, above, with regard to amounts
      in dispute, NEP shall fail to make any payment required pursuant to ARTICLE
      VI,
      above, and such failure continues for a period of forty-five (45) days after
      written notice thereof from Seller;




(2)           If
      (i) Seller shall fail in any material respect to comply with, observe, perform
      or shall default in any material respect upon any covenant, warranty or
      obligation under this Agreement and such failure materially adversely affects
      the NEP Entitlement in the Facilities, Seller’s ability to furnish to NEP the
      NEP Entitlement in the Facilities or NEP’s ability to take and receive such NEP
      Entitlement during the term of this Agreement, and (ii) after written notice
      thereof from NEP, such failure shall continue for a period of forty-five (45)
      days, or, if such failure cannot reasonably be cured within such forty-five
      (45)
      day period, such further period as shall reasonably be required to effect such
      cure, provided that Seller commences within such forty-five (45) day period
      to
      effect such cure and at all times thereafter proceeds diligently to complete
      such cure as quickly as reasonably possible;




(3)           If
      (i) there shall be filed by or against Seller a petition initiating proceedings
      under the Bankruptcy Code and such proceedings shall not be dismissed within
      forty-five (45) days or (ii) if Seller shall be in default under the terms
      of
      any obligation or agreement secured by any lien(s) and/or security interest(s)
      on or in Seller’s properties and assets at the Facilities (including, without
      limitation, any leasehold interest in or possessory interest in the Facilities
      and any licenses or other rights to use, manage and/or occupy the Facilities,
      as
      applicable) and the holder of such lien(s) and/or security interest(s) shall
      give notice of intention to accelerate and thereafter to commence action to
      foreclose or otherwise realize on the properties and assets of Seller securing
      such obligation and/or agreement (hereinafter “Default Notice”) and Seller does
      not cure such default on or before the expiration of any grace period or waiver
      applicable to such obligation or agreement; provided, however, that any
      occurrence set forth in this clause (3) shall not constitute an Event of Default
      if within forty-five (45) days of the initiation of such proceedings or the
      giving of such Default Notice Seller instructs NEP in writing to reduce each
      monthly payment otherwise due Seller from NEP under Article VI, above, during
      the period that such proceedings remain outstanding or such default remains
      uncured by an amount equal to the amount by which the Aggregate Differential,
      as
      defined in ARTICLE VII B, below, would otherwise have increased over the amount
      determined for the preceding month. If Seller so instructs NEP, and if such
      proceedings are subsequently terminated or such default is subsequently cured
      and Seller reaffirms its intention to perform its obligations hereunder and
      provides
      adequate assurance of its ability to perform such obligations, then, within
      thirty (30) days of NEP receipt of written notice from Seller of the termination
      of such proceedings or the cure of such default, NEP agrees to pay Seller any
      aggregate amount by which each of NEP monthly payments have been reduced in
      accordance with this clause (3) plus interest accrued on each such monthly
      reduction commencing as of the date of such reduction at a rate per annum equal
      to the Prime Rate in effect on the first business day of each
      month;


11




(4)           If
      Seller fails to make a required monthly deposit into the Escrow Account as
      provided in ARTICLE VII C, below, or if Seller fails to deposit with NEP the
      Irrevocable Letter of Credit as provided in ARTICLE VII D, below;




(5)           If
      Seller grants a security interest in the Escrow Account established in
      accordance with ARTICLE VII C, below, to any party other than NEP;
      and




(6)           If,
      prior to December 31, 1996, the currently permitted landfill site on which
      the
      Johnston Facility is located does not receive for disposal municipal and
      commercial solid waste at an average rate of either (i) at least five hundred
      (500) tons per day over any consecutive two (2) month period, or (ii) at least
      one thousand (1000) tons per day over any consecutive twelve (12) month period;
      provided, however, that any occurrence set forth in this clause (6) shall
      not constitute an Event of Default if within forty-five (45) days of such
      occurrence Seller instructs NEP in writing to reduce each monthly payment
      otherwise due Seller from NEP under ARTICLE VI, above, during the period such
      default remains uncured by an amount equal to the amount by which the Aggregate
      Differential, as defined in ARTICLE VII B, below, would otherwise have increased
      over the amount determined for the preceding month. If Seller so instructs
      NEP.
      and such default is subsequently cured or if Seller demonstrates to NEP
      reasonable satisfaction that the Facilities can be expected to generate a Net
      Electric Output during the balance of this Agreement at a level equal to the
      projected “Total kWhr Production” specified in Appendix B hereto over the
      balance of this Agreement times the highest Net Capability of the Facilities
      determined in any year following the Commencement Date of Operation divided
      by
      twelve thousand kilowatts (12,000 kW), then, within thirty (30) days NEP agrees
      to pay Seller any aggregate amount by which each of NEP’s monthly payments have
      been reduced in accordance with this clause (6) plus interest accrued on each
      such monthly reduction commencing as of the date of such reduction at a rate
      per
      annum equal to the Prime Rate in effect on the first business day of each
      month.




Seller
      shall notify NEP immediately upon the occurrence of an event described in Clause
      (3)(i), Clause (3)(ii), Clause (5), or Clause (6), above.




The
      enumeration of Events of Default hereunder shall not be construed to limit
      or
      exclude the right of the parties hereto to seek remedies at law or in equity
      or
      damages for the breach of any other term, condition, covenant, warranty or
      obligation hereunder.




B.           Termination.  If
      an Event of Default shall occur and be continuing, the non—defaulting party may,
      by notice in writing, terminate this Agreement as of the date of such
      notice.


12


In
      the
      event of the termination of this Agreement by NEP pursuant to this ARTICLE
      VII
      B, Seller acknowledges and agrees that NEP will suffer direct damages as a
      result of such termination and that such direct damages are not susceptible
      of
      easy determination, but shall in all events be at least equal to the Aggregate
      Differential, as hereinafter defined, and Seller agrees to pay NEP (as
      liquidated damages, and not as a penalty) an amount equal to the Aggregate
      Differential, if any, as of the date of such termination, plus interest
      thereafter accrued at a rate per annum equal to the Prime Rate.




Notwithstanding
      any other provision of this Agreement to the contrary, neither the determination
      of the Aggregate Differential nor seller’s agreement to pay the Aggregate
      Differential to NEP as liquidated damages shall be construed to limit or affect
      NEP’s right to assert and prove further direct damages in the event of Seller’s
      breach of or NEP’s termination of this Agreement, but not direct damages
      relating to past or future power supply unless Seller breaches ARTICLE V of
      this
      Agreement by voluntarily selling or otherwise disposing of its interest in
      each
      or any of the Facilities.




For
      purposes of this Agreement, the term “Aggregate Differential” shall mean an
      amount determined each month following July 1, 1988 in accordance with the
      following formula:




A
      = (B + [[(W x U) — V] x C]] x (1 +
      F)




Where
“A”
      is the Aggregate Differential for the month;




“B”
is
      the prior month’s Aggregate
      Differential;




“C
        is the
        quantity of electricity delivered hereunder, as determined in accordance
        with
        ARTICLE VIII, for the month, expressed in kilowatthours;




“W”
is
      equal to the following amounts
      per kilowatthour delivered:




1988             $.0380                 1998               $.0677                 2008                 $.0882


1989               .0550                 1999                 .0694                 2009                   .0907


1990               .0562                 2000                 .0712                 2010                   .0934


1991               .0574                 2001                 .0730                 2011                   .0961


1992               .0587                 2002                 .0750                 2012                   .0989


1993               .0601                 2003                 .0770                 2013                   .1019


1994               .0615                 2004                 .0790                 2014                   .1050


1995               .0630                 2005                 .0812                 2015                   .1082


1996               .0645                 2006                 .0834                 2016                   .1115


1997               .0661                 2007                 .0858                 2017                   .1150





“U”
is
      as calculated in Article VI
      B.




“V”
is
      equal to the following amounts
      per kilowatthour delivered:




1988             $.0342                 1998               $.0945                 2008                 $.1332


1989               .0371                 1999                 .0972                 2009                   .1389


13


1990               .0390                 2000                 .1001                 2010                   .1450


1991               .0464                 2001                 .1037                 2011                   .1515


1992               .0512                 2002                 .1075                 2012                   .1585


1993               .0555                 2003                 .1109                 2013                   .1659.


1994               .0598                 2004                 .1147                 2014                   .1738


1995               .0844                 2005                 .1189                 2015                   .1823


1996               .0891                 2006                 .1233                 2016                   .1915


1997               .0917                 2007                 .1279                 2017                   .2015





;
      and




“F”
is
      .0075




C.           Security.




To
      secure
      the payment by Seller to NEP of the Aggregate  Differential, as
      provided in ARTICLE VII B above, Seller shall establish, on or prior to July
      1, 1988, an interest bearing escrow account (the “Escrow Account”) with a
      banking institution acceptable to NEP (the “Escrow Agent”). The Escrow Account
      shall be established for the benefit of NEP. Seller hereby grants to NEP a
      security interest in the Escrow Account to secure such payment.




Subject
      only to Seller’s approved financing, fuel, operation and maintenance obligations
      as detailed in Appendix C, attached hereto and incorporated herein by reference,
      each month following July 1, 1988 Seller shall deposit into the Escrow Account
      an amount equal to five percent (5%) of the total amount paid by NEP to Seller
      for electricity delivered to NEP under ARTICLE VI of this Agreement during
      the
      preceding month; provided, however, that if Seller exercises its option
      to enter into an Optional Contract under ARTICLE IV, above, the amount to be
      so
      deposited during the term of the Optional Contract shall be increased to seven
      percent (7%) of the total amount paid by NEP to Seller for electricity delivered
      to NEP under ARTICLE VI of this Agreement during the preceding month. If Seller
      has insufficient funds in any month to make such deposit due to Seller’s
      approved financing, fuel, operation and maintenance obligations, then Seller
      shall provide NEP with written notice of the basis for Seller’s inability to
      make its required deposits and Seller shall make up the shortfall, together
      with
      interest accrued at a rate per annum equal to the Prime Rate, in the first
      month(s) in which Seller has sufficient funds to both make its required monthly
      deposit into the Escrow Account and to make up or to reduce such shortfall.
      Seller’s obligation to make deposits under this ARTICLE VII C shall continue and
      interest shall accrue until the Aggregate Differential is less than the amount
      in the Escrow Account, at which time Seller shall have the right to discontinue
      making such deposits and Seller may withdraw from, and NEP consents to the
      withdrawal from, the Escrow Account any amount by which the balance in the
      Escrow Account exceeds the Aggregate Differential from time to time. Such
      withdrawals may be made at any time but not more often than monthly. Withdrawals
      shall be made only by a direction to the Escrow Agent made in writing jointly
      by
      Seller and NEP. If a balance exists in the Escrow Account at the expiration
      or
      termination of this Agreement, such balance shall be paid to NEP.
      Notwithstanding the foregoing, Seller may at any time and from time to time
      withdraw any part or all of the balance of the Escrow Account after providing
      NEP with one or more irrevocable letters of credit issued by a banking or other
      financial institution reasonably acceptable to NEP (the “Issuer”), and otherwise
      in accordance with
      this
      paragraph. Such irrevocable letter(s) of credit shall be in a total amount
      equal
      to the amount to be withdrawn from the Escrow Account by Seller, plus compound
      interest on the principal amount to be withdrawn, at the then effective rate
      of
      interest on the Escrow Account balance, for the initial term of the letter(s)
      of
      credit. The letter(s) shall be payable to, and for deposit in, the Escrow
      Account on the twentieth banking day before the expiration of such letter(s).
      An
      irrevocable letter of credit as described herein shall be presented to NEP
      for
      its approval as to form at least ten (10) days prior to the effective date
      thereof, such approval not to be unreasonably withheld, and shall be made
      effective prior to the corresponding withdrawal of funds by Seller pursuant
      to
      this paragraph.


14




Any
      fees
      charged by the Escrow Agent to maintain the Escrow Account shall be paid
      directly by Seller and shall not be deducted from the Escrow
      Account.




D.           Completion
      Milestones and Security.  NEP is relying on the future
      availability of the NEP Entitlement in the Facilities to meet the needs of
      its
      customers. Seller shall within ten days of the effective date of this Agreement
      provide NEP with a written development plan that outlines preoperational
      milestones. The plan shall include, at a minimum, milestone dates for financial
      closing, permitting (including, without limitation, zoning, air quality, water
      quality, waste handling), construction start date, and Commencement Date of
      Operation. Seller shall provide NEP with a quarterly status report on its
      progress in meeting each of the milestones in its development plan until the
      Commencement Date of Operation. In addition, Seller shall provide-NEP with
      immediate written notice of any occurrences of which it is aware that are likely
      to substantially delay construction start date or the Commencement Date of
      Operation of the Facilities. Seller shall immediately notify NEP in writing
      if,
      and at such time that, it decides to discontinue its efforts to construct the
      Facilities. If its reason for such decision is the denial of a site or
      environmental permit required by law for the construction of the Facilities,
      Seller shall identify for NEP the permit that has been denied and provide NEP
      with documentation of such denial.




Seller
      shall, within ten days of the effective date of this Agreement, deposit with
      NEP
      an Irrevocable Letter of Credit in the initial amount of $12,000, which amount
      shall be increased to $120,000 on the earlier to occur of (i) the date on which
      Seller closes on its financing or lease for the electric generating equipment
      at
      the Johnston Facility or (ii) the first anniversary date of the effective date
      of this Agreement, drawn on a bank or other financial institution reasonably
      acceptable to NEP (the “Issuer”).  Such Irrevocable Letter of credit
      shall designate NEP as beneficiary with authority to draw drafts on the Issuer
      as follows:


15


Upon
      Presentation by NEP of
      a


Signed
      Statement Over a


Signature
      Described as


Amount
                  Payable to NEP
              “Authorized”
that:


(i)
                $12,000
            “On
                or prior to twelve months after the effective date of its power purchase
                agreement with New England Power Company, Northeast Landfill Power
                Company
                notified New England Power Company in writing of its decision to
                discontinue its efforts to construct the Johnston Facility contemplated
                in
                such power purchase agreement.”







Or,
      alternatively,




“Subsequent
                to twelve months after the effective date of its power purchase agreement
                with New England Power Company, Northeast Landfill Power Company
                notified
                New England Power Company in writing of its decision to discontinue
                its
                efforts to construct the Johnston Facility contemplated in such power
                purchase agreement due to the denial of a site or environmental permit
                required by law for construction of such
                Facility.”





(ii)
                $120,000
            “Subsequent
                to twelve months following the effective date of its power purchase
                agreement with New England Power Company, Northeast Lanfill Power
                Company
                notified New England Power Company in writing of its decision to
                discontinue its efforts to construct the Johnston Facility contemplated
                by
                such power purchase agreement for reasons other than the denial of
                a site
                or environmental permit required by law for construction of such
                Facilities.”





(iii)
                $120,000
            “As
                of December 31, 1989, the ‘Commencement Date of Operation’ of the
                Facilities, as defined in the power purchase agreement between Northeast
                Landfill Power Company and New England Power Company, has not
                occurred.”





Seller
      and NEP agree that the Irrevocable Letter of Credit shall not be exercised
      except as specified above. If Seller issues a notice in writing to NEP as
      provided in clause (i) or (ii), above, or following the date specified in clause
      (iii), above, NEP shall have ninety (90) days within which
      to
      draw drafts on the Irrevocable Letter of Credit. IF NEP fails to draw such
      drafts, it shall be deemed to have waived all rights that are provided it under
      this ARTICLE VII D.


16




As
      soon
      as reasonably practicable following (i) NEP’s receipt of the payment specified
      in Clauses (i), (ii), or (iii), above or (ii) the Commencement Date of
      Operation, the Irrevocable Letter of Credit shall expire, and NEP shall return
      it to Seller.




Seller
      acknowledges and agrees that NEP will suffer direct damages as the result of
      any
      decision by Seller to discontinue the construction of the Johnston Facility,
      or
      the delay beyond December 31, 1989 of the Commencement Date of Operation of
      the
      Facilities and that such direct damages shall in all events be at least equal
      to
      the amounts specified above as payable to NEP under the Irrevocable Letter
      of
      Credit in connection with such event, and Seller agrees that such amounts shall
      be payable to NEP as provided above as liquidated damages, and not as a
      penalty.




ARTICLE
      VIII.   DELIVERY AND MEASUREMENT OF
      ELECTRICITY




The
      Net
      Electric Output generated by each of the Facilities shall be delivered to NEP
      at
      points of interconnection between NEP’s System and Seller’s systems in the form
      of three-phase sixty-hertz alternating current at a voltage determined by mutual
      agreement of the parties. Momentary voltage fluctuations shall be permitted,
      provided that they neither disturb service provided by NEP or any affiliate
      of
      NEP to its customers nor hinder NEP or any affiliate of NEP in maintaining
      proper voltage conditions. The location of the interconnection points for each
      Facility shall be determined prior to the commencement of the Facility’s
      construction by mutual agreement of the parties.




NEP
      shall, at Seller’s expense, provide, own, and maintain metering, telemetering
      and communication equipment at each of the Facilities for measuring and
      reporting electricity delivered to NEP and the status of switching equipment.
      Seller shall provide suitable space at each of the Facilities for installation
      of the metering, telemetering and communication equipment at no cost to NEP
      The
      metering equipment shall comply with Good Utility Practice and shall be capable
      of recording var flow and of segregating electricity delivered during On-Peak
      Periods arid Off-Peak Periods.




NEP
      agrees to cause its interconnection and transmission facilities to be operated
      and maintained in accordance with Good Utility Practice so as to permit the
      delivery to NEP’s System of each of the Facilities’ Net Electric
      Output.




Meters
      shall be read by Seller on the first business day of each month. The quantity
      of
      electricity delivered for sale to NEP during the preceding month shall be
      determined by multiplying such readings by the NEP Entitlement (expressed as
      a
      decimal). Daily meter readings and log sheets shall be recorded. If NEP so
      requests, one (1) copy shall be mailed to NEP each day from each of the
      Facilities.


17


All
        metering equipment associated with the Facilities shall be routinely tested
        in
        accordance with Good Utility Practice, at Seller’s expense. Such routine tests
        shall be conducted not more often than annually. Either party may at any
        time
        require an additional test of the metering equipment, provided that the
        requesting party shall pay the cost of such test. If, at any time, any metering
        equipment is found to be inaccurate by more than two percent (2%), NEP shall
        cause such metering equipment to be made accurate or replaced if necessary
        at
        Seller’s expense, and meter readings for the period of inaccuracy shall be
        adjusted so far as the same can be reasonably ascertained, but no adjustment
        prior to the beginning of the preceding month shall be made by agreement
        of the
        parties. The test shall be made in such manner as may be mutually and reasonably
        agreed upon by the parties. Each party shall comply with any reasonable request
        of the other concerning the sealing of meters, the presence of a representative
        of the other party when the seals are broken and the tests are made, and
        other
        matters affecting the accuracy of the measurement of electricity delivered
        from
        the Facilities. Copies of the test reports shall be made available to both
        parties. If either party believes that there has been a meter failure or
        stoppage, it shall immediately notify the other.




ARTICLE
      IX.   CONSTRUCTION OF INTERCONNECTION
      FACILITIES




The
      interconnection facilities associated with each of the Facilities shall be
      constructed at Seller’s expense. NEP reserves to itself and its affiliates the
      construction and ownership of all necessary modifications to its system
      attributable to the interconnection of each of the Facilities. Seller agrees
      to
      pay NEP in advance for all costs that NEP reasonably estimates will be incurred
      in connection with such activities. NEP shall prepare its estimate in good
      faith
      and in accordance with Good Utility Practice. Upon completion of construction,
      NEP shall prepare a breakdown of all costs incurred in connection with such
      activities and the parties agree to make a final adjustment to correct for
      any
      overpayment or underpayment. NEP represents that in making the interconnections,
      it will use standard equipment customarily employed by NEP for its own system,
      all in accordance with Good Utility Practice.




Seller
      shall be responsible for construction of all other interconnection facilities
      associated with each of the Facilities. As soon as reasonably practicable,
      Seller shall furnish, for review and approval by NEP, specifications for such
      facilities, which approval shall not be unreasonably withheld. Responsibility
      for making the final interconnection between the systems is reserved exclusively
      to NEP or its affiliates. Prior to making such interconnections with each of
      the
      Facilities, NEP shall have the right to require Seller to provide satisfactory
      documentation that the Facility and the interconnection facilities constructed
      by Seller comply with all applicable safety and electrical codes. NEP agrees
      to
      exercise good faith in undertaking such interconnections in a timely
      manner.




ARTICLE
      X.   ACCESS TO FACILITIES




Properly
      accredited representatives of NEP or an Affiliate of NEP shall at all reasonable
      times have access to each of the Facilities to make inspections and obtain
      information required in connection with this Agreement. While at a Facility,
      such representatives shall observe such reasonable safety precautions as may
      be
      required by Seller and shall conduct themselves in a manner that will not
      interfere with the operation of the Facility.




ARTICLE
      XI.   NOTICES: REPRESENTATIVES OF THE PARTIES




Any
      notice, demand or request required or authorized by this Agreement to be given
      by one party to the other party shall be in writing. It shall either be
      personally delivered or mailed, by
      registered or certified mail, postage prepaid, to the representative of the
      other party designated in this ARTICLE. Any such notice, demand or request
      so
      delivered or mailed shall be deemed to be given when so delivered or
      mailed.


18




Notices
      and other communications by Seller to NEP shall be addressed to:




Manager,
      Alternate Energy
      Projects


New
      England Power Service
      Company


25
      Research Drive


Westborough,
      MA  01582





Notices,
      payments and other communications by NEP to Seller shall be addressed
      to:





Northeast
      Landfill Power
      Company


672
      Jerusalem Road


Cohasset,
      Massachusetts
      02025


Attn:      Gordon
      L. Deane


President




Either
      party may change its representative by written notice to the other.




The
      parties’ representatives designated above shall have full authority to act for
      their respective principals in all technical matters relating to the performance
      of this Agreement. However, they shall not have authority to amend, modify,
      or
      waive any provision of this Agreement.




ARTICLE
      XII.   INSURANCE, LIABILITY, INDEMNIFICATION, AND RELATIONSHIP
      OF PARTIES





A.           Seller
      shall, at its own expense, acquire and maintain. or cause Seller’s agent to
      acquire and maintain, throughout the term of this Agreement the following
      minimum insurance coverages as adjusted for inflation, as long as such coverages
      or reasonably similar coverages are available on reasonable commercial
      terms:




(i)
            Statutory
                coverage for Worker’s Compensation, and Basic Employers’ Liability
                Coverage with a limit no less than
                $500,000;




(ii)
            Comprehensive
                General Liability Coverage including Operations, Contractual Liability
                and
                Broad Form Property Damage Liability, written with limits no less
                than;




Bodily
      Injury — $3 million per
      occurrence




Property
      Damage — $1 million per
      occurrence




or
      $3 million


Combined
      Single
      Limit;


19


(iii)          Comprehensive
      Automobile Liability Coverage, including all owned, non—owned, and hired
      vehicles, written with limits no less than:


Bodily
      Injury
      -                      $1
      million per person/


$2
      million per accident




Property
      Damage
      -               $500,000
      per occurrence;




(iv)
            All
                Risk Property Coverage and Boiler and Machinery Coverage against
                damage to
                each of the Facilities in an amount not less than the full replacement
                cost of the Facility (to restore the Facility to its condition prior
                to
                the casualty loss) and subject to a reasonable
                deductible.




Such
      policies shall be endorsed to
      require that:




(1)
            complete
                copies of each inspection or other report required by or performed
                for the
                insurer shall be provided to NEP within thirty (30) days of its
                completion,




(2)
            the
                coverage afforded shall not be canceled or reduced without at least
                ninety
                (90) days prior written notice to NEP,
                and




(3)
            the
                insurance proceeds shall be applied to repair of the Facility unless
                Seller and NEP agree otherwise; and




(v)
            Business
                Interruption Insurance as is reasonably available under reasonable
                commercial terms providing funds to cover all of Seller’s costs to the
                extent that they would not be eliminated or reduced by the failure
                of each
                or any of the Facilities to operate (including but not limited to
                rent or
                mortgage payments, interest and principal payments on loans or bonds
                and
                salaries and wages) or a period of at least twelve (12) months after
                a
                reasonable deductible period.




Minimum
      insurance coverages required by this Article XII A shall be increased every
      five
      years to the nearest $100,000 based on experienced inflation.




The
      insurance policies specified in Clause (ii) and (iii), above, shall be endorsed
      naming NEP, its employees, agents, and affiliates as additional insureds with
      respect to any and all third party bodily injury and/or property damage claims
      arising from Sellers performance of this Agreement and shall require sixty
      (60)
      days written notice to be given to NEP of cancellation and/or material change
      in
      any of the policies.




Evidence
      of insurance for the coverages specified herein shall be provided to NEP prior
      to the Commencement Date of Operation. During the term of this Agreement,
      Seller, upon NEP’s reasonable request, shall furnish NEP with certified copies
      of the insurance policies described in this Article XII A.




The
      insurance coverages described in Clause (i) through (iii), above, shall be
      primary to any other coverage available to NEP or to NEP’s affiliates and shall
      not be deemed to limit
      Seller’s liability under this Agreement, except to the extent any amounts are
      paid by such insurance.


20




B.           Notwithstanding
      any other provision of this Agreement to the contrary, neither NEP nor Seller,
      nor their respective officers, directors, shareholders, partners, agents,
      employees, patent or affiliates, or their respective officers, directors,
      shareholders, partners, agents or employees shall be liable to the other party
      or its parent, subsidiaries, affiliates, officers, directors, shareholders,
      partners, agents, employees, successors or assigns, for claims for incidental,
      indirect or consequential damages connected with or resulting from performance
      or non-performance of this Agreement, including, without limitation, claims
      in
      the nature of lost revenues, income or profits irrespective of whether such
      claims are based upon warranty, negligence, strict liability, contract,
      operation of law or otherwise. Neither shall the parent or affiliates of NEP
      or
      Seller, nor their respective officers, directors, shareholders, partners, agents
      or employees, be liable for claims for direct damages connected with or
      resulting from performance or non-performance of this Agreement.




C.           Seller
      agrees to defend, indemnify and save NEP, its officers, directors, shareholders,
      partners, employees, agents and affiliates and their officers, directors,
      shareholders. partners, employees and agents harmless from and against any
      and
      all claims, suits, actions or causes of action for damage by reason of bodily
      injury, death or damage to property caused by Seller, its officers, directors,
      shareholder, partners, employees, agents or affiliates or caused by or sustained
      on its facilities, except to the extent caused by an act of negligence or
      willful misconduct by an officer, director, shareholder, partner, agent,
      employee or affiliate of NEP, its successors or assigns.




D.           NEP
      agrees to defend, indemnify and save Seller, its officers, directors,
      shareholders, partners, employees, agents and affiliates and their officers,
      directors, shareholders, partners, employees and agents harmless from and
      against any and all claims, suits, actions, or causes of action for damage
      by
      reason of bodily injury, death or damage to property caused by NEP, its
      officers, directors, shareholder, partners, employees, agents or affiliates
      or
      caused by or sustained on its facilities, except to the extent caused by an
      act
      of negligence or willful misconduct by an officer, director, shareholder,
      partner, agent, employee or affiliate of Seller, its successors or
      assigns.




E.           Nothing
      in this Agreement shall be construed as creating any relationship between the
      parties other than that of independent contractors for the sale and purchase
      of
      electricity generated by the Facilities.




ARTICLE
      XIII.   ASSIGNMENT




Neither
      party shall assign, pledge or otherwise transfer this Agreement or any right
      or
      obligation under this Agreement without first obtaining the other party’s
      written consent, which shall not be unreasonably withheld; except that Seller
      may assign its interests in this Agreement, in whole or in part, to a financial
      institution in connection with the construction and/or long term financing
      of
      the Facilities or modification thereof without NEP’s consent and NEP may assign
      its rights and obligations to any Affiliate of NEP within the New England
      Electric System without Seller’s consent.


21


ARTICLE
      XIV.   FORCE MAJEURE




A.           The
      parties shall be excused from performing their respective obligations hereunder
      and shall not be liable in damages or otherwise, if and only to the extent
      that
      they are unable to so perform or are prevented from performing by an event
      of
force majeure, including, without limitation, storm, flood, lightning,
      draught, earthquake, fire, explosion, equipment failure, civil disturbance,
      labor dispute, act of God or the public enemy, action of a court or public
      authority, or any other cause beyond their control, including, without
      limitation, shutdown of, or limited operation of, facilities due to breakdown
      or
      unscheduled repair or maintenance.




No
      event
      caused by or resulting from (i) Seller’s or NEP’s failure to operate and
      maintain their respective facilities in accordance with Good Utility Practice
      or
      (ii) the reduction of the landfill gas supply to the Facilities shall be deemed
      to be an event of force majeure under this ARTICLE XIV.




B.           If
      either party shall rely on the occurrence of an event or condition described
      in
      ARTICLE XIV A. above, as a basis for being excused from performance of its
      obligations under this Agreement, then the party relying on the event or
      condition shall (i) provide prompt notice to the other party of the occurrence
      of the event or condition giving an estimation of its expected duration and
      the
      probable impact on the performance of its obligations hereunder, (ii) exercise
      all reasonable efforts to continue to perform its obligations hereunder, (iii)
      expeditiously take action to correct or cure the event or condition excusing
      performance, (iv) exercise all reasonable efforts to mitigate or limit damages
      to the other party to the extent such action will not adversely affect its
      own
      interests, and (v) provide prompt notice to the other party of the cessation
      of
      the event or condition giving rise to its excuse from performance.




ARTICLE
      XV.   WAIVERS




The
      failure of either party to insist in any one or more instance(s) upon strict
      performance of any of the provisions of this Agreement or to take advantage
      of
      any of its rights under this Agreement shall not be construed as a general
      waiver of any such provision or the relinquishment of any such right, but the
      same shall continue and remain in full force and effect, except with respect
      to
      the particular instance or instances.




ARTICLE
      XVI.   REGULATION




This
      Agreement and all rights, obligations, and performances of the parties
      hereunder, are subject to all applicable state and Federal laws, and to all
      duly
      promulgated orders and other duly authorized action of any governmental
      authority having jurisdiction.




ARTICLE
      XVII.   INTERPRETATION,  DISPUTE  RESOLUTION




The
      interpretation and performance of this Agreement shall be in accordance with
      and
      controlled by the law of The Commonwealth of Massachusetts, the State or Federal
      Courts in which shall have exclusive original jurisdiction over cases and
      controversies arising hereunder.


22


ARTICLE
      XVIII.   PRIOR AGREEMENT SUPERSEDED




This
      Agreement constitutes the entire agreement between the parties hereto relating
      to the subject matter hereof and supersedes all previous agreements,
      discussions, communications and correspondence with respect to the subject
      matter hereof.




ARTICLE
      XIX.   USE OF LANDFILLS




Seller
      represents and warrants that it will secure exclusive rights to purchase the
      landfill gas produced at each of the currently permitted landfill sites on
      which
      the Facilities will be located prior to the Commencement Date of Operation.
      Except as provided in Article IV and Article V above, neither Seller, nor its
      officers, directors, shareholders, partners, agents, employees, parent or
      affiliate, or their respective officers, directors, shareholders, partners,
      agents or employees, shall directly or indirectly, sell such landfill gas to
      others, assign to others or waive its rights to such landfill gas, or use such
      landfill gas to generate electricity for sale.




ARTICLE
      XX.   SEVERABILITY




If
      any
      provision or provisions of this Agreement shall be held invalid, illegal, or
      unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall in no way be affected or impaired thereby.




ARTICLE
      XXI.   MODIFICATIONS




No
      modification to this Agreement shall be binding on either party unless it shall
      be in writing and signed by both  parties.




ARTICLE
      XXII.   COUNTERPARTS




This
      Agreement may be executed in any number of counterparts, and each executed
      counterpart shall have the same force and effect as an original
      instrument.




IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.




NEW
              ENGLAND POWER
              COMPANYByTitle:NORTHEAST
              LANDFILL POWER COMPANYByTitle:










23


Page
      1 of
      2




APPENDIX
      A




NEP
      uses
      a computerized power cost estimation program to establish a relationship between
      its average and incremental fuel costs. The program computes the probable fuel
      costs annually, on a forward looking basis. Monthly load duration curves, fuel
      costs, scheduled unit outages, forced unit outage rates, and unit heat rates
      are
      considered in a hypothetical unit dispatch to meet NEP’s annual load on a
      month-by-month basis. From these data, a relationship between NEP's average
      and
      incremental fuel cost is established.




By
      way of
      example, a summary of the calculation of NEP’s 1986 annual factors is attached.
      Three computer runs were made. The first run used NEP’s 1986 estimated load
      duration curve. The second run was made adding a 100 MW increment of load to
      all
      on-peak and off-peak hours. The third run was made subtracting a 100 MW
      decrement of load from all on-peak and off-peak hours.




The
      first
      run provided NEP’s 1986 total fuel cost, which was divided by NEP 1986 energy
      output to yield its 1986 estimated average fuel cost per MWH. The on-peak
      incremental fuel cost was determined by dividing the cost of fuel for the sum
      of
      the 100 MW increment and the 100 MW decrement of load during the on-peak periods
      by the energy produced during said periods, to yield NEP’s on-peak incremental
      fuel cost.  This, in turn, yielded the 1986 on-peak factor. The same
      procedure, using off-peak components, was used to establish NEP’s 1956 off-peak
      factor.




Each
      month the 1986 factors are multiplied by NEP average fuel cost -- as filed
      with
      the Federal Energy Regulatory Commission -- to determine NEP’s on-peak and
      off-peak incremental fuel costs.




24


Page
      2 of
      2




APPENDIX
      A





METHODOLOGY
      FOR CALCULATING





NEP’s
      1986 ANNUAL FACTORS




DOLLARS




Estimate
      NEP 1986 total fuel cost with . . . .




(1)           ...           no
      additional energy (“T”).




(2)
            ...
            100
                MW of load added to all on-peak hours (“Ton
                + ”) and
                with 100
                MW of load added to all off-peak hours (“Toff
                +
                ”).




(3)
            ...
            100
                MW of load subtracted from all on-peak hours (“Ton
                - ”), and
                with 100 MW of load subtracted from all off-peak hours (“Toff
                -
                ”).




ENERGY




Estimate
      NEP’s 1986 energy production (“E”).




Energy
      added for on-peak increment/decrement (“Eon”).




Energy
      added for off-peak increment/decrement (“Eoff”).




$/MWH




1986
      Estimated Average Fuel Cost = T = $413,198 x 103
      =
      $21.20/MWH


E        19,490    GWH




1986
      Estimated On-Peak Incremental Cost =


Ton+-
      Ton-   =
      $431,218 – 396,370 = $43.04/MWH


2
      Eon                           2
      x 404.8





1986
      Estimated Off-Peak Incremental Cost =


Toff+-
      Toff-   =
      $428,321 – 398.9 = $31.17/MWH


2
      Eoff                             2
      x 471.2





On-Peak
      Factor
      =                 43.04      =           2.03


21
      .20





Off-Peak
      Factor
      =                 31.17     =           1.47


21.20





25


APPENDIX
      B


EXHIBIT
      1:            PROJECTED
      OPERATING CAPACITY AND PRODUCTION


Worcester,
      MA, Johnston, RI and
      Billerica, MA  Landfill Gas-to-Energy Projects





Cash
                Flow Year
              Calendar
                Year
            
            
            1
              1987
            
            
            
            2
              1988
            
            
            
            3
              1989
            
            
            
            4
              1999
            
            
            
            5
              1991
            
            
            
            6
              1992
            
            
            
            7
              1993
            
            
            
            8
              1994
            
            
            
            9
              1995
            
            
            
            10
              1996
            
            
            
            11
              1997
            
            
            
            12
              1998
            
            
            
            13
              1999
            
            
            
            14
              2000
            
            
            
            15
              2001WORCESTEROperating
                Capacity (in kW)
            
            
            3,810
            
            
            
            3,576
            
            
            
            3,357
            
            
            
            3,152
            
            
            
            2,940
            
            
            
            2,700
            
            
            
            2,499
            
            
            
            2,235
            
            
            
            1,960
            
            
            
            1,755
            
            
            
            1,537
            
            
            
            900
            
            
            
            900
            
            
            
            950
            
            
            
            790kWhr
                Production (1000 kWhrs)
            
            
            14,105
            
            
            
            20,195
            
            
            
            26,469
            
            
            
            24,051
            
            
            
            23,179
            
            
            
            21,916
            
            
            
            19,701
            
            
            
            17,622
            
            
            
            15,453
            
            
            
            13,057
            
            
            
            12,116
            
            
            
            7,726
            
            
            
            7,726
            
            
            
            7,553
            
            
            
            6,271BILLERICAOperating
                Capacity (in kW)
            
            
            2,940
            
            
            
            2,852
            
            
            
            2,659
            
            
            
            2,497
            
            
            
            2,344
            
            
            
            1,960
            
            
            
            1,960
            
            
            
            1,770
            
            
            
            1,574
            
            
            
            900
            
            
            
            900
            
            
            
            900
            
            
            
            902
            
            
            
            759
            
            
            
            0kWhr
                Production (1000 kWhrs)
            
            
            7,297
            
            
            
            22,331
            
            
            
            20,963
            
            
            
            19,602
            
            
            
            10,482
            
            
            
            15,453
            
            
            
            15,453
            
            
            
            13,957
            
            
            
            12,411
            
            
            
            7,726
            
            
            
            7,726
            
            
            
            7,726
            
            
            
            7,113
            
            
            
            5,902
            
            
            
            0JOHNSTONOperating
                Capacity (in kW)
            
            
            2,800
            
            
            
            5,600
            
            
            
            5,600
            
            
            
            5,600
            
            
            
            6,580
            
            
            
            7,560
            
            
            
            7,560
            
            
            
            7,560
            
            
            
            8,540
            
            
            
            9,520
            
            
            
            9,519
            
            
            
            10,032
            
            
            
            10,174
            
            
            
            10,415
            
            
            
            10,863kWhr
                Production (1000 kWhrs)
            
            
            5,212
            
            
            
            44,150
            
            
            
            44,150
            
            
            
            44,150
            
            
            
            51,077
            
            
            
            59,603
            
            
            
            59,603
            
            
            
            59,603
            
            
            
            67,329
            
            
            
            75,056
            
            
            
            75,051
            
            
            
            79,070
            
            
            
            80,211
            
            
            
            82,114
            
            
            
            85,651TOTALSTotal
                Operating Capacity
            
            
            9,550
            
            
            
            12,009
            
            
            
            11,616
            
            
            
            11,249
            
            
            
            11,064
            
            
            
            12,300
            
            
            
            12,019
            
            
            
            11,565
            
            
            
            12,074
            
            
            
            12,255
            
            
            
            12,036
            
            
            
            11,972
            
            
            
            12,056
            
            
            
            12,132
            
            
            
            11,661Total
                kWhr Production (1000 kWhrs)
            
            
            26,694
            
            
            
            94,676
            
            
            
            91,582
            
            
            
            88,604
            
            
            
            95,538
            
            
            
            96,972
            
            
            
            94,757
            
            
            
            91,102
            
            
            
            95,195
            
            
            
            96,619
            
            
            
            94,896
            
            
            
            94,543
            
            
            
            95,050
            
            
            
            95,650
            
            
            
            91,932








Cash
                Flow Year
              Calendar
                Year
            
            
            16
              2002
            
            
            
            17
              2003
            
            
            
            18
              2004
            
            
            
            19
              2005
            
            
            
            20
              2006
            
            
            
            21
              2007
            
            
            
            22
              2008
            
            
            
            23
              2009
            
            
            
            24
              2010
            
            
            
            25
              2011
            
            
            
            26
              2012
            
            
            
            27
              2013
            
            
            
            28
              2014
            
            
            
            29
              2015
            
            
            
            30
              2016WORCESTEROperating
                Capacity (in kW)
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0kWhr
                Production (1000 kWhrs)
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0BILLERICAOperating
                Capacity (in kW)
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0kWhr
                Production (1000 kWhrs)
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0JohnstonOperating
                Capacity (in kW)
            
            
            11,107
            
            
            
            11,366
            
            
            
            11,400
            
            
            
            11,400
            
            
            
            11,400
            
            
            
            11,366
            
            
            
            11,107
            
            
            
            10,054
            
            
            
            10,607
            
            
            
            10,367
            
            
            
            9,941
            
            
            
            9,733
            
            
            
            9,491
            
            
            
            9,274
            
            
            
            9,063kWhr
                Production (1000 kWhrs)
            
            
            87,564
            
            
            
            89,610
            
            
            
            90,508
            
            
            
            90,500
            
            
            
            90,500
            
            
            
            89,610
            
            
            
            87,364
            
            
            
            85,571
            
            
            
            83,629
            
            
            
            81,735
            
            
            
            78,375
            
            
            
            76,577
            
            
            
            74,824
            
            
            
            75,116
            
            
            
            71,452TOTALSTotal
                Operating Capacity
            
            
            11,107
            
            
            
            11,366
            
            
            
            11,400
            
            
            
            11,400
            
            
            
            11,400
            
            
            
            11,366
            
            
            
            11,107
            
            
            
            10,054
            
            
            
            10,607
            
            
            
            10,367
            
            
            
            9,941
            
            
            
            9,733
            
            
            
            9,491
            
            
            
            9,274
            
            
            
            9,063Total
                kWhr Production (1000 kWhrs)
            
            
            87,564
            
            
            
            89,610
            
            
            
            90,508
            
            
            
            90,500
            
            
            
            90,500
            
            
            
            89,610
            
            
            
            87,364
            
            
            
            85,571
            
            
            
            83,629
            
            
            
            81,735
            
            
            
            78,375
            
            
            
            76,577
            
            
            
            74,824
            
            
            
            75,116
            
            
            
            71,452








26


Page
      1 of
      2




APPENDIX
      C




APPROVED
      FINANCING, FUEL. & OPERATING EXPENSES


SENIOR
      TO
      ESCROW ACCOUNT




The
      following monthly expenses of Northeast Landfill Power Company shall be senior
      to the funding of the Escrow Account required under the provisions of Article
      VII (C).




1.           Financing
      Costs -- As provided in the loan agreement(s) and/or lease agreement(s)
      between Seller and project lender(s) and/or lessor(s) and summarized as
      follows:




(to
                be completed by Seller and approved by NEP, which approval shall
                not be
                unreasonably withheld, prior to Commencement Date of
                Operation)




2.           Contract
      Operation & Maintenance Expenses -- As provided in the operation and
      maintenance agreement(s) between Seller and its contract operator(s) and
      summarized below:




(to
                be completed by Seller and approved by NEP, which approval shall
                not be
                unreasonably withheld, prior to Commencement Date of
                Operation)




3.           Fuel
      Cost/Royalty -- The minimum gas purchase price as provided in the gas sales
      agreements between Seller and the Northeast Landfill Gas Company plus any rents
      or royalties due the landfill owner by Seller but not in excess of a monthly
      limit determined in accordance with the following formula:




ML           
      =
      ($10,000  x   S)  +  A  +  B  +  C


T




Where
“ML”
is
      the monthly
      limit:




“S”
is
      as defined in ARTICLE VI B of
      this Agreement;




“T”
is
      as defined in ARTICLE VI B of
      this Agreement;




27


Page
      2




“A”
                is 12.5% of Seller’s revenues under this Agreement derived from
                electricity produced at the Billerica
                Facility;




“B”
                is 17.5% of Seller’s revenues under this Agreement derived from
                electricity produced at the Worcester Facility;
                and




“C”
                is 15% of Seller’s revenues under this Agreement derived from electricity
                produced at the Johnston Facility.




4.           Insurance
      & Local Taxes -- The actual cost of insuring the project as required by
      Project Lenders(s), lessor(s), or this Agreement plus the cost of local excise,
      property, or other taxes assessed against the project, but not federal income
      taxes.




In
      addition, if, under the provisions of ARTICLE VII A (3) or (6), Seller instructs
      NEP to reduce the monthly payments otherwise due Seller from NEP under ARTICLE
      VI in order to avoid the occurrence of an Event of Default, then all reasonable
      expenses incurred by Seller in efforts to cure the circumstances underlying
      the
      potential Event of Default or to otherwise provide assurance to NEP of Seller’s
      ability to perform its obligations under this Agreement shall be senior to
      the
      funding of the Escrow Account required under the provisions of ARTICLE VII
      C.









28


**Amendment
      to Power Purchase Agreement**




This
      Amendment (‘Amendment”), dated as of December 1, 1989, amends the Agreement
      dated as of November 6, 1987, between New England Power Company (“NEP”) and
      Northeast Landfill Power Company (“NLP”), as assigned by NEP to Massachusetts
      Electric Company (“MEC”) by assignment dated November 18, 1987, as reassigned by
      MEC to NEP by reassignment dated February 12, 1988, and as assigned by NLP
      to
      Northeast Landfill Power Joint Venture, an Illinois partnership (“Seller”) by
      assignment dated as of March 31, 1989 (the “Power Purchase
      Agreement”).




Basic
      Understandings




Seller
      is
      about to obtain its financing for construction of the Facility pursuant to
      a
      certain Loan Agreement (“Loan Agreement”), dated as of August 2, 1989 by and
      between State Street Bank and Trust Company (the “Bank”) and Seller. Before
      financing can be obtained from the Bank, the Power Purchase Agreement needs
      to
      be amended to address certain issues that need clarification.




Accordingly,
      the parties agree to amend the Power Purchase Agreement as follows:




Section
      1.              Rights
      of the Bank Upon Seller’s Default




(a)           The
      Bank has the right (but not the obligation) to cure any default on behalf of
      Seller and exercise, to the extent expressly permitted by the Borrower’s
      Collateral Assignment and Security Agreement (as such terms are defined in
      the
      Loan Agreement), any rights of Seller under the Power Purchase Agreement within
      the cure periods specified in the Power Purchase Agreement.





(b)           NEP
      will send copies of any default notices under the Power Purchase Agreement
      to
      the Bank, at the following address:




State
      Street Bank and Trust Company


225
      Franklin Street


Boston,
      MA. 02101


Attention:
      Project Finance Department








(c)           NEP
      shall incur no liability for inadvertent failure to send default notices to
      the
      Bank, but any time limit specified in the Power Purchase Agreement for curing
      an
      Event of Default shall not begin to run for the Bank until the Bank receives
      a
      copy of the notice.




(d)           NEP
      will not exercise any of its rights and remedies with respect to default before
      the expiration of the Bank’s cure period (as specified above).




Section
      2                Assignments
      by the Bank




If
      there
      is an Event of Default under the Loan Agreement, the Bank may (i) exercise
      Seller’s rights under the Power Purchase Agreement, or (ii) assign or sublease
      any or all of Seller’s rights, title and interest in, to and under the Power
      Purchase Agreement to any third party (or parties), as long as such third
      party:




(a)
            assumes
                all of the obligations of Seller under the Power Purchase Agreement
                (including any accrued liability in respect of the Aggregate
                Differential); and




(b)
            is
                at least as experienced and capable of owning and operating (or causing
                the operation of) the Facility as
                Seller.


-
          2 -


Section
                3.
            Definition
                of “Facility”




As
      of the
      Commencement Date of Operation, the landfill gas electric generation project
      at
      the landfill located in Johnston, Rhode Island will be the only project which
      will be initially providing electricity to NEP under the Power Purchase
      Agreement.  Therefore, the Power Purchase Agreement is amended so that
      the terms “Facilities” and “Facility” shall each mean the landfill gas-fired
      electric generation project at the landfill located in Johnston, Rhode Island;
      provided, however, that if and when the proposed landfill gas-fired electric
      generation project at the landfill located in Worcester, Massachusetts becomes
      operational, then the term “Facilities” shall mean both the landfill gas-fired
      electric generation projects located at landfills in Johnston, Rhode Island
      and
      Worcester, Massachusetts and the term “Faci1ity” shall mean either of such
      projects.




Section
      4.               Waiver
      of Termination Right




NEP
      waives any right it may otherwise have and agrees not to terminate the Power
      Purchase Agreement pursuant to the third paragraph of Article III; provided
      that
      the “Commencement Date of Operation” occurs before July 1, 1990.




Section
      5.               Substitution
      of the word “Account”




The
      first
      word in the last line of the first paragraph of Article VII C is amended by
      deleting the word “Agreement” and substituting the word “Account”.




Section
      6.               Changing
      the “Commencement Date of Operation”




The
      definition of “Commencement Date of Operation” is amended by deleting the third
      paragraph of Article II of the Power Purchase Agreement and by substituting
      therefor the following sentence: “Commencement Date of Operation” shall
      mean the later to occur of (i) substantial
      completion of Phase 1 at the Johnston Facility as per Seller’s construction
      contract for the Johnston Facility, or (ii) the initial date on which Seller
      generates at least five megawatts (5MW) of electricity at the Johnston Facility
      continuously for a period of eight (8) consecutive
      hours.


-
          3 -




Section
      7.               Substitution
      of Appendix C




Appendix
      C to the Power Purchase Agreement is deleted and a new Appendix C (attached
      to
      this Amendment as Exhibit A) is substituted in its place.




Section
      8.               Insurance
      Proceeds




Pursuant
      to Article XII A (iv) (3) of the Power Purchase Agreement, the insurance
      proceeds shall be applied during the term of the Loan Agreement between Seller
      and the Bank in accordance with Sections 5.9(a)(iii) and 5.9(d) of the Loan
      Agreement.




Section
      9.               Interconnection
      Facilities




If
      NEP
      does not complete construction of the interconnection facilities associated
      with
      Seller’s Facility on or before December 15, 1989, the December 31, 1989 deadline
      specified for the Commencement Date of Operation in Article VII D., paragraph
      (iii) on page 20, will be extended by the number of days beyond December 15,
      1989 that the interconnection was completed.




The
      parties have caused their authorized representatives to execute this Amendment
      on the date(s) set forth below, which Amendment may be signed in counterparts
      so
      that each party may retain a signed original. All counterparts will constitute
      one agreement binding on each of the parties.


-
          4 -


NEW
      ENGLAND POWER COMPANY







By:_________________________________




Title:
      _______________________________




Date:
      _______________________________









NORTHEAST
      LANDFILL POWER JOINT VENTURE





By:
      Northeast Landfill Power Company, a general partner









By:_______________________________


Gordon
      L.
      Deane









Title:
      President




Date:
      ______________________




-
          5 -


EXHIBIT
      A




APPENDIX
      C




PART
      I                  Cash
      Flow Priorities




The
      Borrower will use its Cash Flow, and will only make payments and distributions
      to any Person, in accordance with the priority of payments set forth below
      on a
      monthly basis:




(a)           first,
      principal, interest, fees and expenses due to the Bank pursuant to the terms
      of
      the Loan Agreement or any of the Collateral Documents (as such term is defined
      in the Loan Agreement);




(b)           second,
      senior operating expenses incurred in the ordinary course of business (other
      than item (c) below) which are due to RISWMC under the Landfill Gas Lease
      Agreement, the Town under the Taxes Agreement, payments for insurance, legal
      and
      accounting fees incurred in the ordinary course of Borrower’s business, and base
      gas payments due to GASCO under the Sublease Agreement, all in the preceding
      order;




(c)           third,
      senior operating expenses incurred in the ordinary course of business which
      are
      due to WPI under the Operating Agreement (other than bonus and penalty payments
      and other subordinated payments);




(d)           fourth,
      payments required to be made to the Escrow Account under the Power Purchase
      Agreement (this Escrow Account will be funded separately);




(e)           fifth,
      payments to Borrower’s debt reserve account and thereafter to Borrower’s
      maintenance reserve account at the Bank pursuant to Section 5.12 of the Loan
      Agreement to the extent the debt reserve account has been drawn upon to make
      the
      payments described in item (a) or the maintenance reserve account has been
      drawn
      upon to make the payments described in items (b) and (c) above;




(f)           sixth,
      payments for management fees due to NLP and HW Landfill under the Management
      Agreements;




(g)           seventh,
      payments for the initial funding of the Borrower’s debt reserve account and
      thereafter for the initial funding of the Borrower’s maintenance reserve
      account, with the Bank, each in accordance with Section 5.12 of the Loan
      Agreement.




(h)           eighth,
      additional and excess gas payments due to Gasco under the Sublease
      Agreement;




(i)           ninth,
      bonus payments or previously subordinated payments due to WPI under the
      Operating Agreement;




The
      balance of Cash Flow after payments described in subparagraphs (a) through
      (i)
      above is referred to as “Cash Flow Available for Distribution” which shall be
      used in accordance with Section 5.27 of the Loan Agreement.




-
            6 -





PART
      II                 Special
      Withdrawals From the Escrow Account




As
      agreed
      to by the parties, the Escrow Account will be separately funded by direct
      payments by NEP of 5% of monthly revenues due to Seller. If, however, after
      a
      monthly payment of 5% has been made, it is determined that there were not enough
      revenues from the remaining 95% of the revenues due to Seller to cover the
      items
      described in (a), (b), and (c) of Part I above, NEP and Seller agree to the
      following:




(i)
            Seller
                shall send a written notice to NEP, stating that there were insufficient
                revenues to cover the items to be funded in subparagraph (a), (b)
                and (c)
                of Part I of this Appendix C
                (“Shortfall”).




(ii)
            With
                the notice, Seller shall include documentation of how much in additional
                funds is needed to cover the Shortfall for the
                month.




(iii)
            If
                Seller’s documentation is accurate, NEP and Seller will send a joint
                notice to the Escrow Agent, requesting a withdrawal from the Escrow
                Account equal to (i) the amount needed to cover the Shortfall for
                the
                month, or (ii) the total of the month’s 5% payment, whichever amount is
                less. The Escrow Agent will be directed to make payment of the withdrawal
                into an account designated by
                Seller.




The
      special withdrawals described above only may be made to cover the Shortfall
      for
      a particular month. Shortfalls may not be accumulated from month to month in
      cases where the total of the month’s 5% payment to the Escrow Account does not
      cover the entire month’s Shortfall.




Part
      III                  
Definitions




For
      the
      purpose of this Appendix C, the following terms shall have the following
      meanings:




“Cash
      Flow” means for a particular fiscal period of the Borrower, revenues received by
      the Borrower in the ordinary course of business from its operation of the
      electrical generation facility at the Johnston landfill and from Gasco pursuant
      to the terms of the Sublease Agreement (but excluding extraordinary payments
      contemplated by Section 2.9(a)(i) and (a)(ii) of the Loan
      Agreement).




“Gasco”
      means Central Gas Limited Partnership, an Illinois limited partnership, and
      its
      successors.




“H-W”
      means Hayden-Wegman, Inc., a New York corporation, and its
      successors.




“HW
      Landfill” means HW Landfill Gas, Inc., a Delaware corporation and its
      successors.




“Landfill
      Gas Lease Agreement” means the Landfill Gas Lease Agreement dated May 1, 1987
      between RISWMC and H-W, as supplemented by the Supplemental Agreement, dated
      May
      1, 1987, between RISWMC and H-W, as amended by the Amendment to Supplement,
      dated July 28, 1988, between RISWMC and H-W, as assigned by H-W to the Borrower
      by Assignment, dated as of March 31, 1989, and as amended by the Amendment
      dated
      as of March 31, 1989 between RISWMC and H-W and consented to by RISWMC as of
      March 31, 1989.




-7
          -




“Management
      Agreements” means the Management Agreement between the Borrower and NLP and the
      Management Agreement between the Borrower and H-W Landfill, each to be entered
      into prior to the initial construction borrowing under the Loan Agreement in
      the
      form approved in writing by the Bank, providing for the management of the
      Borrower.




“Operating
      Agreement” has the meaning set forth in Section 3.2(1) of the Loan Agreement, or
      any substitution thereof if approved in writing by the Bank pursuant
      hereto.




“Person”
      means an individual, a corporation, a partnership, an association, a trust
      or
      any other entity or organization, including with limitation a government or
      political subdivision or an agency or instrumentality thereof.




“RISWMC”
      means Rhode Island Solid Waste Management corporation, a corporation created
      by
      the State of Rhode Island.




“Sublease
      Agreement” means the Landfill Gas Contract and Sublease Agreement dated as of
      March 31, 1989 between the Borrower and Gasco pertaining to the Johnston
      facility.




“Taxes
      Agreement” means the Agreement dated May 1, 1987 by and among the Town, RISWMC
      and H-W for Payment in Lieu of Taxes for the landfill gas collection and
      processing project, as will be assigned to the Borrower by assignment prior
      to
      the initial construction borrowing under the Loan Agreement.




“Town”
      means the Town of Johnston, Rhode Island, a political subdivision of the State
      of Rhode Island.




“WPI”
      means Waukesha Pearce Industries, Inc., a Texaco corporation, and its
      successors.




- 8
          -


**SECOND
      AMENDMENT TO POWER PURCHASE AGREEMENT**




This
      Amendment (“Amendment”), dated as of October 31, 1991 amends the Agreement dated
      as of November 6, 1987, between New England Power Company (“NEP”) and Northeast
      Landfill Power Company (“NLP”), as assigned by NEP to Massachusetts Electric
      Company (“MEC”) by assignment dated November 18, 1987, as reassigned by MEC to
      NEP by reassignment dated February 12, 1988, as assigned by NLP to Northeast
      Landfill Power Joint Venture, an Illinois partnership (“Seller”), by assignment
      dated as of March 31, 1989 and as amended by an Amendment to Power Purchase
      Agreement dated December 1, 1989 (the “Power Purchase Agreement”).




Basic
      Understandings




Seller
      is
      about to obtain its term financing for the Facility pursuant to a certain Note
      Purchase Agreement (“Note Purchase Agreement”), dated as of October 1, 1991 by
      and among Northwestern National Life Insurance Company, Northern Life Insurance
      Company and The North Atlantic Life Insurance Company of America (the
“Purchasers”) and Seller. Before financing can be obtained from the Purchasers,
      the Power Purchase Agreement needs to be amended to address certain issues
      that
      need clarification.




Accordingly,
      the parties agree to amend the Power Purchase Agreement as follows:




Section
      1.              
Rights of the Purchasers Upon Seller’s Default




(a)           The
      Purchasers have the right (but not the obligation) to cure any default on behalf
      of Seller and exercise, to the extent expressly permitted by the Project
      Agreements Assignment and the Security Agreement (as such terms are defined
      in
      the Note Purchase Agreement), any rights of Seller under the Power Purchase
      Agreement within the cure periods specified in the Power Purchase
      Agreement.




(b)           NEP
      will send copies of any default notices under the Power Purchase Agreement
      to
      the Purchasers, at the following address:




c/o
      Washington Square Capital, Inc.


Northstar
      West, Suite 1500


625
      Marquette Avenue South


Minneapolis,
      Minnesota 55402


Attention:
      James V. Wittich








(c)           NEP
      shall incur no liability for inadvertent failure to send default notices to
      the
      Purchasers, but any time limit specified in the Power Purchase Agreement for
      curing an Event of Default shall not begin to run for the Purchasers until
      the
      Purchasers receive a copy of the notice.




(d)           NEP
      will not exercise any of its rights and remedies with respect to default before
      the expiration of the Purchaser’s cure period (as specified above).







Section
      2.              
Assignments by the Purchasers




If
      there
      is an Event of Default under the Note Purchase Agreement, the Purchasers may
      (i)
      exercise Sellers rights under the Power Purchase Agreement, or (ii) assign
      or
      sublease any or all of Seller’s rights, title and interest in, to and under the
      Power Purchase Agreement and the Facilities to any third party (or parties),
      as
      long as such third party:




(a)
            assumes
                all of the obligations of Seller under the Power Purchase Agreement
                (including any accrued liability in respect of the Aggregate
                Differential); and




(b)
            is
                at least as experienced and capable of owning and operating (or causing
                the operation of) the Facility as
                Seller.




Section
      3.              
Substitution of Appendix C




Appendix
      C to the Power Purchase Agreement is deleted and a new Appendix C (attached
      to
      this Amendment as Exhibit A) is substituted in its place.




Section
      4.              
Insurance Proceeds




Pursuant
      to Article XII A (iv)(3) of the Power Purchase Agreement, the parties agree
      that
      the insurance proceeds shall be applied during the term of the Note Purchase
      Agreement between Seller and the Purchasers in accordance with paragraph 9
      of
      the Note Purchase Agreement.




Section
      5.              
Effect on Prior Amendment




This
      Amendment supersedes the provisions of Sections 1, 2, 7 and 8 of the Amendment
      to Power Purchase Agreement dated as of December 1, 1989 (the “Prior
      Amendment”), which Sections shall be of no further force or
      effect.  All other provisions of the Prior Amendment shall remain in
      full force and effect with no other modifications or waiver.




The
      parties have caused their authorized representatives to execute this Amendment
      on the date(s) set forth below, which Amendment may be signed in counterparts
      so
      that each party may retain a signed original. All counterparts will constitute
      one agreement binding on each of the parties.











2




NEW
              ENGLAND POWER COMPANYBy:Title:Date:NORTHEAST
              LANDFILL POWER JOINTVENTURE,
              an Illinois generalpartnershipBy:
            Northeast
                Landfill PowerCompany,
                a Massachusettscorporation
                and generalpartnerBy:Title:Date:And
              by:
            Johnston
              Natural PowerCorporation,
              a DelawareCorporation
              and generalPartnerBy:Title:Date:







3


EXHIBIT
      A
      TO SECOND


AMENDMENT
      TO POWER


PURCHASE
      AGREEMENT









APPENDIX
      C




PART
      I                   Cash
      Flow Priorities




The
      Seller will use its Cash Flow, and will only make payments and distributions
      to
      any Person, in accordance with the priority of payments set forth below on
      a
      monthly basis:




(a)           first,
      principal, interest, fees and expenses due to the Purchasers pursuant to the
      terms of the Note Purchase Agreement or any of the Note Documents (as such
      term
      is defined in the Note Purchase Agreement);




(b)           second,
      senior operating expenses incurred in the ordinary course of business (other
      than item (c) below) which are due to RISWMC under the Landfill Gas Lease
      Agreement, the Town under the Taxes Agreement, payments for insurance, legal
      and
      accounting fees incurred in the ordinary course of Seller’s business, and base
      gas payments due to GASCO under the Sublease Agreement, all in the preceding
      order;




(c)           third,
      senior operating expenses incurred in the ordinary course of business which
      are
      due to WPI under the O&M Agreement (other than bonus and penalty payments
      and other subordinated payments);




(d)           fourth,
      payments requited to be made to the Escrow Account under the Power Purchase
      Agreement (this Escrow Account will be funded separately); and




(e)           fifth,
      the balance of Cash Flow after payments described in subparagraphs (a) through
      (d) above shall be applied in compliance with the Note Purchase
      Agreement.




PART
      II                Special
      Withdrawals From the Escrow Account




As
      agreed
      to by the parties, the Escrow Account will be separately funded by direct
      payments by NEP of 5% of monthly revenues due to Seller. If, however, after
      a
      monthly payment of 5% has been made, it is determined that there were not enough
      revenues from the remaining 95% of the revenues due to Seller to cover the
      items
      described in (a), (b), and (c) of Part I above, NEP and Seller agree to the
      following:




(i)
            Seller
                shall send a written notice to NEP, stating that there were insufficient
                revenues to cover the items to be funded in subparagraph (a), (b)
                and (c)
                of Part I of this Appendix C
                (“Shortfall”).




(ii)
            With
                the notice, Seller shall include documentation of how much in additional
                funds is need to cover the Shortfall for the
                month.




(iii)
            If
                Seller’s documentation is accurate, NEP and Seller will send a joint
                notice to the Escrow Agent, requesting a withdrawal from the Escrow
Account
                equal to (i) the amount needed to cover the Shortfall for the month,
                or
                (ii) the total of the months 5% payment, whichever amount is less.
                The
                Escrow Agent will be directed to make payment of the withdrawal into
                an
                account designated by Seller.  4




The
      special withdrawals described above only may be made to cover the Shortfall
      for
      a particular month. Shortfalls may not be accumulated from month to month in
      cases where the total of the month’s 5% payment to the Escrow Account does not
      cover the entire month’s Shortfall.




Part
      III                 Definitions




For
      the
      purpose of this Appendix C, the following terms shall have the following
      meanings:




“Cash
      Flow” means for a particular fiscal period of the Seller, revenues received by
      the Seller in the ordinary course of business from its operation of the
      electrical generation facility at the Johnston landfill and from Gasco pursuant
      to the terms of the Sublease Agreement.




“Gasco”
      means Central Gas Limited Partnership, an Illinois limited partnership, and
      its
      successors.




“H-W”
      means Hayden-Wegman, Inc., a New York corporation, and its
      successors.




“JNPC”
      means Johnston Natural Power Corporation, a Delaware corporation (f/n/a HW
      Landfill Gas, Inc.), and its successors.




“Landfill
      Gas Lease Agreement” means the Landfill Gas Lease Agreement dated May 1, 1987
      between RISWMC and H-W, as supplemented by the Supplemental Agreement, dated
      May
      1, 1987, between RISWMC and H-W, as amended by the Amendment to Supplement,
      dated July 28, 1988, between RISWMC and H-W, as assigned by H-W to the Seller
      by
      Assignment, dated as of March 31, 1989, as amended by the Amendment dated as
      of
      March 31, 1989 between RISWMC and H-WS and consented to by RISWMC as of March
      31, 1989, and as amended by the Amendment dated as of October 31, 1991 between
      RISWMC and Seller.




“Management
      Agreements” means the Management Agreement between the Seller and NLPC dated
      October 31, 1989, and the Management Agreement between the Seller and JNPC
      dated
      October 31, 1989, providing for the management of the Borrower.




“NLPC”
      means Northeast Landfill Power Company, a Massachusetts corporation, and its
      successors.




“O&M
      Agreement” has the meaning set forth in the Note Purchase
      Agreement.




“Person”
      means an individual, a corporation, a partnership, an association, a trust
      or
      any other entity or organization, including with limitation a government or
      political subdivision or an agency or instrumentality thereof.




5





“RISWMC”
      means Rhode Island Solid Waste Management corporation, a corporation created
      by
      the State of Rhode Island.




“Sublease
      Agreement” means the Landfill Gas Contract and Sublease Agreement dated as of
      March 31, 1989 between the Seller and Gasco pertaining to the Johnston
      facility.




“Taxes
      Agreement” means the Agreement dated May 1, 1987 by and among the Town, RISWMC
      and H-W for Payment in Lieu of Taxes for the landfill gas collection and
      processing project, as assigned to the Seller by assignment dated
      _______________.




“Town”
      means the Town of Johnston, Rhode Island, a political subdivision of the State
      of Rhode Island.




“WPI”
      means Waukesha-Pearce Industries, Inc., a Texas corporation, and its
      successors.




429
      9R







6


---