EXHIBIT 10.9

     17/3/98

               DATED 199[ ]







                          South Western Electricity plc





                                       and





                                     [USER]





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                             USE OF SYSTEM AGREEMENT

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<TABLE>
<CAPTION>
<S>                                                                                             <C>   


                                                 TABLE OF CONTENTS

Clause            Heading                                                                         Page

1. DEFINITIONS AND INTERPRETATION.............................................................................4
2. CONDITIONS PRECEDENT......................................................................................17
3. CONNECTION AGREEMENTS.....................................................................................18
4. USE OF SYSTEM ............................................................................................20
5. COMMENCEMENT, DURATION AND CONTROLLED MARKET START UP.....................................................21
6. CHARGES        ...........................................................................................21
7. BILLING AND PAYMENT BY SETTLEMENT CLASS...................................................................23
8. SITE SPECIFIC BILLING AND PAYMENT.........................................................................24
9. LIMITATION OF LIABILITY...................................................................................25
10. ENERGISATION, DE-ENERGISATION AND RE-ENERGISATION........................................................27
11. COMPLIANCE WITH THE DISTRIBUTION CODE....................................................................32
11A. COMPLIANCE WITH THE METER OPERATOR CODE OF PRACTICE.....................................................32
11B. COMPLIANCE WITH THE RADIO TELESWITCH AGREEMENT..........................................................32
12. METERING DATA AND METERING EQUIPMENT.....................................................................32
13. PROVISION OF INFORMATION.................................................................................34
14. DEMAND CONTROL...........................................................................................36
15. REVENUE PROTECTION.......................................................................................36
16. GUARANTEED PERFORMANCE STANDARDS.........................................................................36
17. VARIATIONS...............................................................................................37
18. TERMINATION..............................................................................................39
19. FORCE MAJEURE ...........................................................................................41
20. CONFIDENTIALITY RESTRICTIONS ON THE COMPANY..............................................................41
21. CONFIDENTIALITY RESTRICTIONS ON THE USER.................................................................43
22. DISPUTES  ...............................................................................................45
23. RESTRICTIVE TRADE PRACTICES ACT..........................................................................46
24. MISCELLANEOUS ...........................................................................................46
25. GOVERNING LAW ...........................................................................................49
26. ASSIGNMENT AND SUB-CONTRACTING...........................................................................49
27. COUNTERPARTS  
SCHEDULE 1 - COVER...........................................................................................50
SCHEDULE 2 - MANDATORY TERM FOR SUPPLY CONTRACT..............................................................57
SCHEDULE 3 - USE OF SYSTEM CHARGES...........................................................................58
SCHEDULE 4 - TRANSACTIONAL CHARGES...........................................................................85
SCHEDULE 5 - CALCULATION OF INTEREST ON RECONCILIATION ACCOUNTS..............................................92
SCHEDULE 6 - BILLING AND PAYMENT DISPUTES....................................................................93
SCHEDULE 7 - APPROVAL AND PERMISSION PROCEDURES..............................................................96
SCHEDULE 8 - METERING FUNCTIONALITY AND DATA REQUIREMENTS....................................................99
SCHEDULE 9 - METERING ACCURACY..............................................................................104
SCHEDULE 10 - EVENT LOG.....................................................................................105
SCHEDULE 11 - DEMAND CONTROL................................................................................110
SCHEDULE 12 - STANDARD CONNECTION AGREEMENT.................................................................120
SCHEDULE 13 - REPORTING.....................................................................................122

</TABLE>



<PAGE>


AGREEMENT is made the                    day of                      199[  ]

BETWEEN:

(1)  South Western Electricity plc, a company incorporated in England and
     Wales (registered No. 2366894), whose registered office is at 800 Park
     Avenue, Aztec West, Almondsbury, Bristol, BS32 4SE (the "Company");

(2)   [SUPPLIER] a company  incorporated  in  [England  and   Wales  [Scotland]
      (registered   No. [ ]],   whose  registered   office      is         at
     [                                                          ] (the "User"),

each a "party" and together the "parties".

WHEREAS:

(A)      The Company is obliged by Condition 8B of its PES Licence to offer to
         enter into an agreement with the User for the provision of Use of
         Distribution System in accordance with the requirements set out in
         Condition 8B of its PES Licence.

(B)      The Company has accordingly agreed to provide use of system to the User
         on the terms and conditions set out in this Agreement.

THE PARTIES AGREE as follows:

DEFINITIONS AND INTERPRETATION

In       this Agreement except where the context otherwise requires the
         following expressions shall have the meanings set opposite them:

           "Accreditation"               means accreditation of any relevant 
                                         person and certification of that
                                         person's business processes by the
                                         Accreditation Authority and 
                                         "Accredited" shall be construed
                                         accordingly;

           "Accreditation Authority"     has the meaning given to that term in
                                         the Settlement Agreement;

           "Act"                         means the Electricity Act 1989;

           "Affiliate"                   in relation to either party means any
                                         holding company of that party, any
                                         subsidiary of that party or any
                                         subsidiary of a holding company of that
                                         party, in each case within the meaning
                                         of Sections 736, 736A and
                                         736B of the Companies Act 1985;

           "Approved Credit Rating"      has the meaning given to that term in
                                         Schedule 1;

           "Authorised Area"             means the area from time to time
                                         comprised in Schedule 1 of the PES
                                         Licence;

           "Competent                    Authority" means the
                                         Secretary of State, the
                                         Director, and any local or
                                         national agency, authority,
                                         department, inspectorate,
 

                                      4

<PAGE>

                                         minister, ministry, official
                                         or public or statutory
                                         person (whether autonomous
                                         or not) of the government
                                         of, the United Kingdom or of
                                         the European Union;

           "Condition 8 Statement"       means the statement in relation to
                                         charges for use of system for the time
                                         being in force pursuant to Condition 8
                                         of the PES Licence;

           "Condition 11E Statement"     means the statement in relation to
                                         charges for Metering and
                                         Data Services (as defined in
                                         the PES Licence) for the
                                         time being in force pursuant
                                         to Condition 11E of the PES
                                         Licence;

           "Connection Agreement"        means an agreement between the
                                         Company and any Customer
                                         which provides that the
                                         Customer has the right for
                                         that Customer's Installation
                                         to be and remain directly or
                                         indirectly connected to the
                                         Distribution System;

           "Controlled Market Start-Up"  means the phased implementation by the
                                         Director, in the period subsequent to
                                         31st August 1998, of trading
                                         arrangements designed to facilitate
                                         competition in  the supply of
                                         electricity, effected in accordance
                                         with Condition 7B of the PES
                                         Licence;

           "Cover"                       has the meaning given to that term in
                                         Schedule 1;

           "Customer"                    means a person to whom the User
                                         proposes to supply or for
                                         the time being supplies
                                         electricity through an Exit
                                         Point or from whom the User
                                         or any Relevant Exempt
                                         Supplier is entitled to
                                         recover charges,
                                         compensation or an account
                                         of profits in respect of
                                         electricity supplied through
                                         an Exit Point;

           "Customer's Installation"     means any structures, equipment,
                                         lines, appliances or devices
                                         used or to be used by any
                                         Customer and connected or to
                                         be connected directly or
                                         indirectly to the
                                         Distribution System;

           "Daily Statement"             means a statement
                                         based on the Supercustomer
                                         DUoS Report providing the
                                         data items set out in Data
                                         Transfer Catalogue D0242 as
                                         amended from time to time in
                                         accordance with the
                                         provisions of the Master
                                         Registration Agreement;

           "Data Aggregation Services
           Agreement"                    means any agreement between the
                                         Company in its capacity as
                                         Data Aggregator and the User
 

                                      5

<PAGE>

                                         for the provision of data
                                         aggregation services to be
                                         provided by the Data
                                         Aggregator;

           "Data Aggregator"            means a person appointed to provide the
                                         services described in
                                         Condition 11C paragraph 1(e)
                                         of the PES Licence in
                                         relation to the relevant
                                         Metering Point;

           "Data Collection Services
            Agreement"                   means any agreement between the
                                         Company in its capacity as
                                         Data Collector and the User
                                         for the provision of data
                                         collection services to be
                                         provided by the Data
                                         Collector;

           "Data Collector"              means a person
                                         appointed to provide the
                                         services described in
                                         Condition 11C paragraph 1(c)
                                         and (d) of the PES Licence
                                         in relation to the relevant
                                         Metering Point;

           "Data Protection Act"         means the Data Protection Act 1984;

           "Data Transfer Catalogue"     means the catalogue of data flows,
                                         data definitions and data formats as
                                         annexed to the Master Registration
                                         Agreement;

           "Data Transfer Network"       means the electronic network provided
                                         as part of the Data Transfer Service;

           "Data Transfer Service"       means the service to be provided by the
                                         Data Transfer Service Controller and
                                         described in Condition 11B of the
                                         PES Licence;

           "Data  Transfer Service
           Agreement"
                                         means the agreement dated
                                         30th July 1997 between the
                                         Data Transfer Service
                                         Controller, and users of the
                                         Data Transfer Service as at
                                         the date of this Agreement;

           "Data Transfer Service
            Controller"                  means the body established by all
                                         Public Electricity Suppliers (as
                                         defined in the Act) to provide the Data
                                         Transfer Service;

           "De-energise"                 means, in relation to any
                                         Metering Point, deliberately
                                         to prevent the flow of
                                         electricity from the
                                         Distribution System through
                                         the relevant Exit Point (or,
                                         in the case of an Unmetered
                                         Supply, any one or more of
                                         the relevant Exit Points) to
                                         the relevant Customer's
                                         Installation for any purpose
                                         other than a System Outage;

           "De-energisation Works"       means the movement of any switch, the
                                         removal of any fuse or meter, or the
                                         taking of any other step to De-energise
                                         a Metering Point;


                                       6

<PAGE>


           "De-register"                means in relation to a Metering Point to
                                        change the status of the Supply Number
                                        relating to that Metering Point within
                                        MPAS so as to prevent any further
                                        Registrations (as defined by the Master
                                        Registration Agreement) in respect of
                                        that Supply Number ("De-registered"
                                        shall be construed accordingly and
                                        "De-Registration Notice" shall be
                                        construed as a notice issued by the
                                        Company to De-Register);

           "Directive"                  includes any present or future
                                        directive, requirement, instruction,
                                        direction or rule of any  Competent
                                        Authority (but only, if not having the
                                        force of law, if  compliance with the
                                        Directive is in accordance with the
                                        general practice of persons to whom the
                                        Directive is addressed)  and
                                        includes any modification, extension or
                                        replacement thereof then in force;

           "Director"                   means the Director General of 
                                        Electricity Supply appointed for the
                                        time being pursuant to the Act;

           "Disconnection Notice"       means a notice sent by the User to the
                                        Company pursuant to Clause 10 and which:

                                         (a)      identifies the Metering Point
                                                  to which the notice relates
                                                  by reference to the Supply 
                                                  Number for that Metering 
                                                  Point; and

                                         (b)      requests the Company to send
                                                  a De-Registration Notice to
                                                  the MPAS Operator instructing
                                                  it to De-register the
                                                  Metering Point;

           "Dispute Final
           Reconciliation Run"          means [awaiting Settlement
                                        Agreement definition];


           "Distribution Business"      has the meaning given
                                        to that term in the PES Licence;

           "Distribution Code"          means the distribution code established
                                        pursuant to the PES Licence;

           "Distribution  System"       means the Company's system for the
                                        distribution of electricity and shall
                                        have the meaning given to
                                        the phrase "Licensee's Distribution
                                        System" in the PES Licence;

           "Enabling Agreement"         means an agreement for the provision of
                                        Exempt Supply Services;





                                       7
<PAGE>

           "Energise"                   means, in relation to any
                                        Metering Point, deliberately
                                        to allow the flow of
                                        electricity from the
                                        Distribution System through
                                        the relevant Exit Point (or,
                                        in the case of an Unmetered
                                        Supply, any one or more of
                                        the relevant Exit Points) to
                                        the relevant Customer's
                                        Installation where such a
                                        flow of electricity has
                                        never previously existed;

           "Energisation Works"         means the movement of any switch or the
                                        addition of any fuse or meter to
                                        Energise a Metering Point;

           "ERS"                        means the electronic registration system
                                        operated by the Settlement System 
                                        Administrator in England and Wales
                                        pursuant to the terms of the Settlement
                                        Agreement;

           "ESPR"                       means the Electricity (Standards of
                                        Performance) Regulations 1993 SI
                                        1993/1193 as amended or re-enacted from
                                        time to time;

           "Equivalent Meter"           means an equivalent half hourly meter as
                                        defined by the Unmetered Supplies
                                        Procedure;

           "Exempt Supplier"            means a person who is authorised to
                                        supply electricity by an exemption
                                        granted under section 5 of the Act;

           "Exempt Supply Services"     means exempt supply services as
                                        defined in Condition 1 of the PES
                                        Licence but disregarding any reference
                                        to those services being
                                        provided by the Company;

           "Exit                        Point" means a point of
                                        connection at which a supply
                                        of electricity may flow
                                        between the Distribution
                                        System and the Customer's
                                        Installation or User's
                                        Installation or the
                                        distribution system of
                                        another person;

           "Final Reconciliation Run"   means [awaiting Settlement Agreement
                                        definition];

           "Force Majeure"              means any event or circumstance 
                                        which is beyond the reasonable control
                                        of either party and which results in
                                        or causes the failure of
                                        that party to perform any of
                                        its obligations under this
                                        Agreement including act of
                                        God, strike, lockout or
                                        other industrial
                                        disturbance, act of the
                                        public enemy, war declared
                                        or undeclared, threat of
                                        war, terrorist act,
                                        blockade, revolution, riot,
                                        insurrection, civil
                                        commotion, public

                                       8


<PAGE>


                                        demonstration, sabotage, act
                                        of vandalism, lightning,
                                        fire, storm, flood,
                                        earthquake, accumulation of
                                        snow or ice, explosion,
                                        fault or failure of plant or
                                        machinery which (in each
                                        case) could not have been
                                        prevented by Good Industry
                                        Practice, governmental
                                        restraint, Act of
                                        Parliament, other
                                        legislation, bye law and
                                        Directive (not being any
                                        order, regulation or
                                        direction under Section 32,
                                        33, 34 or 35 of the Act) or
                                        the failure of any generator
                                        or NGC to deliver
                                        electricity to the Company
                                        or any deficiency in such
                                        delivery to the extent that
                                        such failure or deficiency
                                        or the consequences thereof
                                        could not have been
                                        prevented by Good Industry
                                        Practice by the Company,
                                        provided that lack of funds
                                        shall not be interpreted as
                                        a cause beyond that party's
                                        reasonable control;

           "Gateway"                    has the  meaning  given to that term in
                                        the  Data  Transfer Service Agreement;

           "Good Industry Practice"     means the exercise of that degree of
                                        skill, diligence, prudence
                                        and foresight which would
                                        reasonably and ordinarily be
                                        expected from a skilled and
                                        experienced operator engaged
                                        in the same type of
                                        undertaking under the same
                                        or similar circumstances;

           "Grid Code"                  means the Grid Code established pursuant
                                        to  NGC's  transmission licence;

           "Grid Supply Point"          means [awaiting Settlement Agreement
                                        definition];

           "Grid Supply Point Group"    means [awaiting  Settlement  Agreement
                                        definition]; 
          
          "Initial Account"             has the meaning given to that term
                                        in Clause  7.3;

           "Initial  Settlement 
           and Reconciliation           means [awaiting  Settlement Agreement
           Agent"                       definition]; 

           "Initial Settlement Run"     means [awaiting Settlement Agreement
                                        definition];
           "Invoice  Date"              means a date on which an account
                                        (including an Initial Account or
                                        Reconciliation  Account) is produced by
                                        the Company pursuant to this Agreement;

                                       9
<PAGE>


           "Key"                        means a rechargeable key-shaped device
                                        containing a memory chip which is
                                        encoded or charged at a Vending Outlet
                                        with the amount paid and is used as
                                        the mechanism for transferring payment
                                        for energy to a Key Meter. Following 
                                        transfer of payment a Key may be
                                        recharged and reused.  Keys will also
                                        transmit data, including meter readings
                                        and tariff  details, between vending
                                        equipment and Key Meters and can provide
                                        instructions  to  re-program  Key
                                        Meters; 

           "Key  Meter"                 means a Prepayment  Meter which operates
                                        using a Key;  "kVA" means
                                        kilovoltamperes; 

           "Line Loss Factor"           means [awaiting Settlement
                                        Agreement definition];

           "Line Loss Factor Class"     means [awaiting Settlement Agreement
                                        definition];

            "Market Domain I.D."        has the meaning given to that term in
                                        the Data Transfer Service Agreement; 

           "Master Connection  and
           Use of System                means the agreement of that name dated 
                                        30th March 1990 Agreement" governing
                                        connection  to and use of NGC's
                                        transmission  system,  as at the
                                        date of this Agreement;

           "Master Registration
           Agreement"                   means the agreement of that name dated
                                        [ ],  as at the  date  of  this
                                        Agreement;

           "Maximum  Capacity"          has the meaning (if any) given to
                                        that term in the relevant Connection
                                        Agreement;

           "Maximum Power
           Requirement"                 means the maximum amount of electricity
                                        expressed in kilowatts or 
                                        kilovoltamperes which is requested by
                                        the relevant Customer  to be supplied
                                        through an Exit Point; 

           "Meter Administrator"        means a duly Accredited person appointed
                                        by a Customer to administer an 
                                        Equivalent Meter pursuant to the
                                        Unmetered Supplies Procedure;


           "Meter Operation 
           Services Agreement"          means any agreement between the Company
                                        in its capacity as Meter Operator and 
                                        the User for the provision  of
                                        meter operation services to be provided
                                        by the Meter Operator;

           "Meter  Operator"            means a person appointed by the User,
                                        or where applicable the Customer to
                                        provide the services described  in

                                       10

<PAGE>
                                        Condition  11C paragraphs  1(a) and 1(b
                                        of the PES  Licence  in relation to the
                                        relevant  Metering  Point and Accredited
                                        by the Accreditation Authority; 

           "Meter Operator Code
           of Practice"                 means the code of practice of that name,
                                        as amended from time to time, pursuant
                                        to the Meter Operator Code of Practice
                                        Agreement;

           "Metered Data"               means data concerning the quantities of
                                        energy exported or imported, measured,
                                        collected, recorded or otherwise
                                        determined pursuant to the Settlement
                                        Agreement;

           "Metering Point"             has the meaning given to that term in
                                        the Master Registration Agreement; 
                                        "MPAS"  has the meaning given to that
                                        term in the Master Registration
                                        Agreement; 

           "MPAS Operator"              means the Company in its capacity as the
                                        person who provides the services
                                        described in Condition 11B of the PES
                                        Licence; 

          "NGC"                         means The National Grid Company plc;

           "Operational Metering
           Equipment"                   means metering equipment suitable to
                                        provide the Company with such data as it
                                        requires for use of system or
                                        operational purposes;

           "PES Licence"                means the public electricity supply
                                        licence granted to the Company pursuant
                                        to section 6 (1) (c) of the Act, as at
                                        the date of this Agreement; 

           "Prepayment Infrastructure
           Services Agreement"          means any agreement between the Company
                                        and the User for the
                                        provision of prepayment infrastructure
                                        services to be provided by the Company
                                        pursuant to Condition 11C paragraph 
                                        1(f) of the PES  Licence; 

           "Prepayment Meter"           means a metering system that permits
                                        the supply of electricity  under
                                        arrangements which provide for
                                        the electricity supplied to be paid for
                                        in full in advance of its 
                                        consumption and the recovery of sums in
                                        respect of the other matters referred
                                        to in paragraph 12(2) of Schedule 7 to
                                        the Act;


           "Prescribed  Period"         shall have the meaning given to that
                                        term in the ESPR; 

           "Prescribed  Sum"            shall have the meaning given to that
                                        term in the ESPR;




                                       11
<PAGE>


           "Profile  Class"             means  [awaiting  Settlement
                                        Agreement definition];

           "Quarter"                    means the period of three months
                                        commencing on 1st January, 1st April,
                                        1st July and 1st October in
                                        each year;

           "Radio  Teleswitch
            Agreement"                  means the agreement of that name
                                        detailing the rights and obligations 
                                        of inter alios, the Company and the 
                                        User  in  relation  to the  use of
                                        radio teleswitches;

           "Reconciliation  Account"    has the meaning given to that term in
                                        Clause  7.4;

           "Reconciliation  Run"        means  [awaiting Settlement Agreement
                                        definition]; 

           "Re-energise"                means, in relation to any Metering
                                        Point, deliberately to allow the flow of
                                        electricity from the Distribution
                                        System through the relevant Exit Point
                                        (or, in the case of an Unmetered Supply,
                                        any one or more of the relevant Exit
                                        Points) to the relevant Customer's
                                        Installation where such flow of
                                        electricity was previously prevented by
                                        De-energisation Works;

           "Re-energisation Works"      means the movement of any switch, the
                                        replacement of any fuse or meter,
                                        or the taking of any other step to
                                        Re-energise a Metering  Point;

           "Registration Notice"        means a notice sent to the MPAS
                                        Operator by either the User or the
                                        Company, as the case may be, instructing
                                        the MPAS Operator to change the status
                                        of a Metering Point in the way set out
                                        in the notice;

           "Regulations"                means the Electricity Supply
                                        Regulations 1988 SI 1988/1057  as
                                        amended or re-enacted from time to
                                        time;

           "Related  Undertaking"       in relation to either party means any
                                        undertaking in which that party has  a
                                        participating interest as defined in
                                        Section 260 of the Companies
                                        Act 1985; 

           "Relevant  Exempt
            Supplier"                   means an Exempt Supplier which has
                                        entered into an Enabling  Agreement
                                        with the User in respect of supplies of
                                        electricity  to  Customers of that
                                        Exempt Supplier;




                                       12
<PAGE>


           "Relevant Instruments"       means:

                                        (a)      the Act and all subordinate
                                                 legislation made under
                                                 the Act, as at the date of
                                                 this Agreement;

                                        (b)      the Data Protection Act and
                                                 all subordinate legislation
                                                 made under it, as at the date
                                                 of this Agreement;

                                        (c)      the PES Licence and
                                                 the Second Tier
                                                 Supply Licence, and
                                                 any determination
                                                 or notice made or
                                                 issued by the
                                                 Director pursuant
                                                 to the terms
                                                 thereof;

                                        (d)      the Settlement Agreement;

                                        (e)      the Data Transfer Service
                                                 Agreement;

                                        (f)      the Master Registration
                                                 Agreement; and

                                        (g)      the Master Connection and Use
                                                 of System Agreement,

                                        and whether under any of the foregoing
                                        or otherwise, all authorisations,
                                        approvals, licences, exemptions,
                                        filings, registrations, notarisations,
                                        consents and other matters, which are
                                        required, or which the Company acting in
                                        accordance with Good Industry Practice
                                        would obtain, in connection with the
                                        provision of the services under this
                                        Agreement, of or from any
                                        Competent Authority as at
                                        the date of this Agreement;

           "Revenue Protection Code 
           of Practice"                 means the code of practice
                                        detailing the rights and
                                        obligations of, inter alios,
                                        the Company and the User in
                                        relation to the prevention
                                        of meter interference and
                                        other forms of illegal
                                        abstraction of electricity
                                        titled Revenue Protection -
                                        Code of Practice as amended
                                        from time to time in
                                        accordance with its terms;

           "Second Tier Supply
            Business"                 has the meaning given to that term in
                                      the PES Licence;

           "Second Tier
            Supply Licence"           means the second tier
                                      supply licence granted to the User to
                                      supply electricity  pursuant to
                                      Section 6 (2) of the Act and
                                      covering the relevant part of the 
                                      Authorised  Area,  as at
                                      the date of this Agreement;


           "Secretary of State"        has the meaning given to that expression 
                                       in the Interpretation Act 1978;


                                       13
<PAGE>

           "Security and Safety
           of Supplies Statement"       means the statement  in relation to
                                        security and safety of supplies for the
                                        time being in force  pursuant to
                                        Condition 9A of the PES Licence;

           "Service Agreements"         means the:

                                        (a)    Master Registration Agreement;

                                        (b)    Data Transfer Service Agreement;

                                        (c)    Meter Operation Services
                                               Agreement;

                                        (d)    Prepayment Infrastructure
                                               Services Agreement;

                                        (e)    Data Collection Services
                                               Agreement; and

                                        (f)    Data  Aggregation Services
                                               Agreement;
           "Settlement"                 means [awaiting Settlement Agreement
                                        definition];

           "Settlement Agreement"       means the Pooling and Settlement
                                        Agreement dated 30th March
                                        1990 (as amended), including
                                        all Service Lines and Agreed
                                        Procedures (as therein
                                        defined) made under it, as
                                        at the date of this Agreement;

           "Settlement Class"           means [awaiting Settlement Agreement
                                        definition];

           "Settlement Day"             means [awaiting Settlement Agreement
                                        definition];

           "Settlement Data"            means data used in the Settlement
                                        System including data provided pursuant
                                        to the Master Registration Agreement,
                                        Data Aggregation Services Agreement, 
                                        Data Collection Services Agreement, 
                                        Meter Operation Services Agreement [and
                                        the Prepayment Infrastructure Services
                                        Agreement];

           "Settlement Register"        means [awaiting Settlement Agreement
                                        definition];

           "Settlement Run"             means as appropriate, an Initial
                                        Settlement Run, Reconciliation Run, 
                                        Final Reconciliation Run or Dispute
                                        Final Reconciliation Run;

           "Settlement Timetable"       means [awaiting Settlement Agreement
                                        definition];

                                       14

<PAGE>


           "Settlement System"          means [awaiting Settlement Agreement
                                        definition];

           "Settlement System
            Administrator"              means [awaiting Settlement Agreement
                                        definition];

           "Standard Connection
           Agreement"                   means a Connection Agreement on standard
                                        terms  of connection prepared by the
                                        Company and approved by the
                                        Director under Condition 8C
                                        of the PES Licence as
                                        amended from time to time
                                        with the approval of the
                                        Director, the terms of which
                                        as at the date of this
                                        Agreement are set out at
                                        Schedule 12;

           "Standard Settlement 
           Configuration"               means [awaiting Settlement Agreement
                                        definition];

           "Supercustomer DUoS Report"  means a report of profiled data by
                                        Settlement Class providing the data
                                        items set out in Data Transfer
                                        Catalogue D0030 (as amended
                                        from time to time in
                                        accordance with the
                                        provisions of the Master
                                        Registration Agreement);

           "Supply Business"            has the meaning given to that term in
                                        the PES Licence;

           "Supply Contract"            means a contract (whether oral or in
                                        writing)  between the
                                        User or any Relevant Exempt
                                        Supplier and a Customer for
                                        a supply of electricity to
                                        such Customer through an
                                        Exit Point from time to
                                        time;

           "Supply Number"              has the meaning given to that term in
                                        the Master Registration Agreement;

           "System Outage"              means in relation to the Distribution
                                        System a planned or unplanned 
                                        interruption to the flow of electricity
                                        through the whole or part of the
                                        Distribution System implemented by
                                        or on behalf of the Company for safety
                                        or system security reasons or to enable
                                        the Company to inspect or effect
                                        alterations,  maintenance,  repairs or
                                        additions to any part of the
                                        Distribution System;

           "Systems"                    means [     ];

                                      Note:  To be resolved in the  STS/JPW 
                                      debate on  Millennium Compliance

           "Tariff Customer"          shall have the meaning given to that term
                                      in the Act;

                                       15

<PAGE>



           "Time Pattern Regime"            means [awaiting Settlement 
                                            Agreement definition];

           "Tariff Management Agreement"    means the agreement of that
                                            name dated   [   ]
                                            governing the establishment
                                            of a forum to  oversee  the
                                            allocation and use of Key
                                            Meter tariffs;

           "Transactional Charges"            means the charges payable
                                              for the services listed in
                                              Part 1 of Schedule 4;

           "Unit"                             means kilowatt hour;

           "Unit Rate"                        means a charge in pence
                                              and/or pound(s) applied to
                                              a Unit;

           "Unmetered Connection Agreement"   means a Connection Agreement
                                              relating to an Unmetered
                                              Supply which regulates
                                              (amongst other things) the
                                              preparation and keeping
                                              up-to-date of an inventory
                                              of the Customer's
                                              Installation;

           "Unmetered Supplies Certificate"    means
                                               a certificate issued by the
                                               Company in its sole
                                               discretion to a Customer
                                               under the Unmetered Supplies
                                               Procedure which states
                                               (amongst other things) the
                                               Supply Numbers of the
                                               Metering Points by reference
                                               to which the Company has
                                               authorised the Customer to
                                               receive Unmetered Supplies;

           "Unmetered Supplies Procedure"      means  the  [Agreed
                                               Procedure] of that name
                                               [established
                                               under the Settlement Agreement];

           "Unmetered Supply"                  means a supply of
                                               electricity the quantity of
                                               which the Company through
                                               the issue of a relevant
                                               Unmetered Supplies
                                               Certificate has authorised
                                               not to be measured by
                                               physical metering equipment;
           
           "Use of Distribution System"        means the use of the
                                               Distribution System for the
                                               passing of electricity into
                                               the Distribution System and
                                               for the transportation of
                                               such electricity by the
                                               Company through the
                                               Distribution System to Exit
                                               Points;

           "Use of System Charges"             has the meaning given to
                                               that term in Clause 6.1;

           "User's Installation"               means structures, equipment,
                                               lines, appliances or devices
                                               connected or to be
                                               connected to the
                                               Distribution System at
                                               any Exit Point used or to be
                                               used by the User in
                                               connection with this
                                               Agreement;

                                       16

<PAGE>


           "Value                              Added Tax" has the meaning
                                               given to that term in the
                                               Value Added Tax Act 1994 and
                                               any tax of a similar nature
                                               which may be substituted for
                                               or levied in addition to it;

           "Vending Outlet"                    means a vending machine
                                               or retail outlet authorised
                                               by the Company to operate
                                               equipment for charging Keys
                                               on its behalf; and

           "Working Day"                       has the meaning given to
                                               that term in section 64 of
                                               the Act.

In this Agreement, unless the context requires otherwise, any reference to:

1.2   1.2.1   a "person" includes a reference to a body corporate, association
              or partnership;

      1.2.2   the singular shall include the plural and vice versa;

      1.2.3   this "Agreement" shall mean this agreement and the Schedules;

      1.2.4   a Clause or Schedule is a reference to a clause of or schedule to
              this Agreement;

      1.2.5   writing includes all methods of reproducing words in a legible and
              non-transitory form; and 

      1.2.6   a charging period is, subject to any contrary indication, a
              reference to the period specified in Schedule 3 or Schedule 4 as
              appropriate (or if no period is specified a calendar month).

1.3   The headings in this Agreement are for ease of reference only and shall
      not affect its interpretation.

1.4   In this Agreement, references to "include" or "including" are to be
      construed without limitation to the generality of the preceding words.

2.   CONDITIONS PRECEDENT

     The provisions of Clauses 4, 6, 7, 8, 10 and 12 to 16 inclusive of this
     Agreement are conditional upon each of the following conditions
     precedent being fulfilled:

     2.1.1    the User holding the Second Tier Supply Licence;

     2.1.2    the Company holding the PES Licence;

     2.1.3    both parties having entered into the Master Connection and Use of
              System Agreement and any necessary supplemental agreement pursuant
              to it; 

     2.1.4    both parties being a party to, and a pool member under, the
              Settlement Agreement;

     2.1.5    there being in full force and effect as between the parties the
              Master Registration Agreement and Data Transfer Service Agreement,
              such agreements being unconditional save for any conditions that
              this Agreement becomes unconditional; and



                                       17
<PAGE>


     2.1.6    where the User does not hold an Approved Credit Rating,
              provision by the User of any Cover that may be required by the
              Company in accordance with Schedule 1.

2.2   If the conditions precedent set out in Clause 2.1
      are not fulfilled at the date hereof each party shall use
      reasonable endeavours to procure the fulfilment of those conditions
      relating to it which have not already been fulfilled.

2.3 Once each of the conditions precedent in Clause 2.1 has been fulfilled, each
    party shall use reasonable endeavours to keep such conditions precedent
    relating to it fulfilled throughout the term of this Agreement.

2.4 If any of the conditions precedent set out in Clause 2.1 has not been
    fulfilled or waived within 3 months of the execution of this Agreement then,
    subject to any accrued rights and obligations of either party (including
    any claim either party may have pursuant to the provisions of Clause 2.2 or
    2.3) this Agreement shall automatically terminate

2.5 Neither party shall be obliged to perform any of its obligations under this
    Agreement, and in particular the obligations set out in Clause 2.1, except
    for the obligation set out in Clause 2.1.6, prior to the commencement of
    Controlled Market Start-Up in the Authorised Area.

3.  CONNECTION AGREEMENTS

3.1  The Company hereby appoints the User as its agent for the purpose of
     procuring Standard Connection Agreements in accordance with Clause 3.2
     and 3.5 and the User agrees to act in that capacity. In respect of the
     Customers of a Relevant Exempt Supplier, the User is authorised to and
     shall appoint the Relevant Exempt Supplier as the sub-agent of the User
     for the purpose of procuring Standard Connection Agreements in
     accordance with Clause 3.2 and 3.5 and shall procure that the Relevant
     Exempt Supplier agrees to and does act in that capacity. The User shall
     and shall procure that such sub-agent shall:

          3.1.1 not pledge the credit of the Company in any way;

          3.1.2not make or give any representation or warranty in relation to
               the Company unless the representation or warranty itself has been
               expressly approved in writing by the Company;

          3.1.3not agree or purport to agree to any  obligations on the Company
               other than those in the Standard Connection Agreement; and

          3.1.4not agree or  purport  to agree  any  variation to any Standard
               Connection Agreement.

     3.2  Subject to the  provisions  of Clause 3.5, the User shall procure that
          on each occasion on which it or any Relevant  Exempt  Supplier  enters
          into a Supply  Contract  (whether  written  or oral)  (except  for the
          renewal of an existing Supply  Contract  entered into after [31 August
          1998]) that unless and to the extent that the provisions of Clause 3.5
          apply to the relevant Customer:

                                       18

<PAGE>


3.2.1     there is included in that Supply Contract the term set out in
          Schedule 2 or another term having the same effect as that term
          and that such term is drawn to the attention of the relevant
          Customer before the Supply Contract is entered into; and

3.2.2 the Customer simultaneously enters into a Standard Connection Agreement in
relation to the connection of each Exit Point through which the supply of
electricity to the relevant Metering Point(s) will flow.


3.3 The User shall indemnify the Company against all actions, proceedings,
    costs, demands, claims, expenses,
    liability, loss or damage arising from, or incurred by the Company as a
    consequence of, the User or any Relevant Exempt Supplier failing to
    comply with Clause 3.2. Where the User or any relevant Exempt Supplier
    does not on the Company's reasonable request in the context of an
    actual or threatened dispute, difference or disagreement with the
    relevant Customer, provide sufficient evidence to establish in any such
    case that a Standard Connection Agreement was procured in accordance
    with Clause 3.2 or Clause 3.5 (where the User has procured a Standard
    Connection in accordance with Clause 3.5), then the User shall
    indemnify the Company as if no Standard Connection Agreement had been
    procured. Where such records are released to the Company such records
    shall be subject to the Company's obligations of confidentiality under
    Clause 20.

3.4 Where the User or any Relevant Exempt Supplier has procured a Standard
Connection Agreement on behalf of the Company and the Company intends to
negotiate non-standard terms to apply in addition to or in substitution for the
terms under the Standard Connection Agreement, the Company shall notify the User
that the Company intends that non-standard terms will apply in respect of that
connection. Where non-standard terms are agreed, the Company shall notify the
User as soon as reasonably practicable of any non-standard terms which affect
the Use of System Charges payable in respect of that Customer.


3.5 Notwithstanding the provisions of Clause 3.2, when at any time prior to 31st
    March 2000 the User or any Relevant Exempt Supplier proposes to enter into
    or enters into a Supply Contract with any Customer who:

    3.5.1  is being supplied with electricity other than as a Tariff
           Customer of the Company before [31st August 1998]; and

    3.5.2  as a relevant demand in Megawatts calculated in accordance with
           Condition 2 of the Second Tier Supply Licence at the premises to
           which that supply is made in excess of 0.1 of a Megawatt; and

    3.5.3  has prior to [date 3 months before 31st August 1998] failed to enter
           into a Connection Agreement in respect of Exit Points at the premises
           referred to in Clause 3.5.2 through which the supply of
           electricity will flow under the Supply Contract to be entered into
           or entered into between the User or any Relevant Exempt Supplier and
           the relevant Customer.
        
      then by way of exception from the provisions of Clause 3.2 and in
      respect of the Exit Points referred to in Clause 3.5.3 and any Exit
      Point through or at which the Customer commences to receive a supply
      after the date of this Agreement in excess of 0.1 of a Megawatt
     
                                       19
<PAGE>

    calculated on the basis set out in Clause 3.5.2, the User shall be
    obliged only to, and shall procure that any Relevant Exempt Supplier
    will, use its reasonable endeavours to procure that the relevant
    Customer simultaneously enters into a Standard Connection Agreement in
    relation to each of the Exit Points referred to in Clause 3.5.3. Where
    the User procures a Standard Connection Agreement from a customer
    pursuant to this Clause 3.5 it shall notify the Company as soon as
    reasonably practicable.

4.   USE OF SYSTEM

4.1  Subject  to the terms of this Agreement, the Company shall transport
     electricity through the Distribution System to each Exit Point relating to 
     a Metering Point or Metering Points registered to the User under the
     Master Registration Agreement or in ERS subject to any arrangements
     made between the respective Customers and the Company and the
     requirements (if any) of the respective Customers agreed between such
     Customers and the Company up to the Maximum Capacity (if any) and
     subject to such variations (if any) as may be permitted by the
     Regulations.

4.2 The obligation of the Company to transport electricity to a particular Exit
Point pursuant to Clause 4.1 is in each case subject to:

4.2.1 the User being authorised by its Second Tier Supply Licence to supply
electricity to each of the premises to be supplied with electricity through
such Exit Point;

4.2.2 unless and to the extent that the provisions of Clause 3.5 apply to the
relevant Exit Point there being a Connection Agreement in full force and effect
relating to the connection of the relevant Customer's Installation; 

4.2.3 the User being validly registered under the Master Registration Agreement
or in ERS in respect of each Metering Point relating to Customers to be
supplied by the
User through such Exit Point;

4.2.4 the Company receiving confirmation that a
Meter Operator, Data Collector and Data Aggregator, which in each case has been
Accredited, have been appointed for each Metering Point relating to Customers to
be supplied through such Exit Point. (For the avoidance of doubt, no Meter
Operator is required to be appointed in relation to an Unmetered Supply);

 4.2.5
subject to Clause 12.9, the Company receiving confirmation that metering
equipment has been installed in accordance with Clause 12; 4.2.6 where
applicable, the Company receiving confirmation that the User has given notice of
that Exit Point to NGC pursuant to the Master Connection and Use of System
Agreement; 

4.2.7 where the User intends to supply any Unmetered Supply there
being in full force and effect in relation to each relevant Exit Point an
Unmetered Supplies Certificate and an Unmetered Connection Agreement;

4.2.8
where the User intends to supply an Unmetered Supply which is to be submitted to
Settlement on the basis of half-hourly data generated by an equivalent meter, a
Meter Administrator having been and remaining appointed by the Customer;


                                       20
<PAGE>

4.2.9
the Company not being entitled under Schedule 6 of the Act to refuse to furnish
a supply of electricity, or to  cut-off a supply of  electricity  that is
already  furnished,  through  its  Distribution  System to that Exit Point; and

4.2.10 when the User intends to recover payment from the relevant Customer
through a Key Meter, the User being a party to the Tariff Management Agreement.

COMMENCEMENT, DURATION AND CONTROLLED MARKET START UP

5.1  Subject to Clause 2, and to Clause 5.2, this Agreement shall take effect on
     the date hereof and shall continue in force until terminated in accordance
     with the provisions of Clause 18.

5.2 During the period of Controlled Market Start-Up, the Company shall provide,
and the User shall be entitled to receive, Use of Distribution System only
insofar as it relates to:


      5.2.1 supplies of electricity to premises in relation
            to which the Director has directed, pursuant to
            paragraph 5 of Condition 7B of the PES Licence, that Condition
            8B of the PES Licence should have effect; and

     5.2.2  supplies of electricity to premises permitted pursuant to Condition
            2 and 3 of the  Second Tier Supply Licence.
6.   CHARGES

6.1  The User shall pay to the Company in respect of Use of Distribution System
     the charges set out in Schedule 3. The Company may vary such charges at
     any time by giving at least 40 days written notice to the User. Such
     charges (the "Use of System Charges") and any variations are and will
     be calculated in accordance with the Condition 8 Statement and the
     Condition 11E Statement. The Use of System Charges shall be deemed to
     include:

6.1.1 charges for the Use of Distribution System provided by the Company to the
User under this Agreement;

6.1.2 charges for those services described under the heading "Standard Services"
in the Revenue Protection Code of Practice; and

6.1.3 charges for certain services provided by the Company to the User pursuant
to: 

(A) any Meter Operation Services Agreement as amended from time to time;

(B) any Data Collection Services Agreement as amended from time to time;

(C) any Data Aggregation Services Agreement as amended from time to time;

(D) any Prepayment Infrastructure Services Agreement as amended from time to
    time; and

(E) the Master Registration Agreement as amended from time to time,

    as identified in each such agreement as being recoverable by
    the Company as an element of the charges which it levies on
    the User under this Agreement.

                                       21

<PAGE>


On       any occasion upon which the charges payable by the User under this
         Agreement have not been calculated strictly in accordance with the
         Condition 8 Statement and/or Condition 11E Statement an appropriate
         adjustment shall be made by the Company and submitted to the User.
         Where:

          (A)  the adjustment discloses an overcharge, the Company shall
               repay to the User the amount by which the User has been
               overcharged together with interest thereon from the due date
               of the invoice containing the overcharge until the date of
               repayment. Such interest shall accrue from day to day at the
               base lending rate during such period of [Barclays] Bank Plc,
               compounded annually; or

          (B)  the adjustment  discloses an  undercharge,  the User shall pay to
               the Company the amount,  by which the User has been  undercharged
               together in the case of all charges  which are not  Transactional
               Charges  with  interest  thereon from the due date of the invoice
               which should have  included the amount of the  undercharge  until
               the date of payment.  Such interest  shall accrue from day to day
               at the base  lending rate during such period of  [Barclays]  Bank
               Plc, compounded annually. 

          Where the User disputes the adjustment, the parties shall attempt to
          resolve  the dispute in good  faith.  Where the  dispute  remains
          unresolved  after 20  Working  Days  either  party  may refer the
          dispute to the  arbitration in accordance  with Clause 22 and the
          parties agree to pay the amount  payable or repayable (if any) as
          determined  thereby. 

6.3       The  Company  shall  invoice  Use of System
          Charges  (but  excluding  for the  avoidance of doubt any charges
          calculated  by  reference  to number  or  frequency  of  specific
          transactions)  by reference to Settlement  Class using aggregated
          data  obtained  from the  Supercustomer  DUoS  Report  except  in
          relation to those  Metering  Points  registered to the User under
          the Master Registration Agreement or in ERS where:

6.3.1         the supply of electricity is measured by Half-Hourly Metering
              Equipment (as defined in Part I of the Settlement Agreement)
              for the purposes of Settlement; and/or

6.3.2         the Use of System Charge is not  comprised solely of one or more
              standing charge(s) and/or one or more Unit Rate(s);  and/or 6.3.3
              the Use of System  Charge is specified in Schedule 3 as not being
              billed by Settlement  Class. All Use of System Charges payable by
              the User pursuant to this Clause 6 and Clauses 7 and 8:

6.4.1         are exclusive of Value Added Tax and the Company may add to
              such amounts and the User shall pay Value Added Tax (if any)
              at the rate applicable thereto from time to time and Value
              Added Tax shall be payable at the same time and in the same
              manner as the amounts to which it relates; and

6.4.2         shall be without  prejudice  to any  claims or rights  which the
              User may have  against  the  Company  and  except  as  expressly
              permitted  by Schedule 6 below shall be made  without any set-off
             



                                       22
<PAGE>


              or deduction  in respect of any claims or disputes or  otherwise.


    6.5   In relation to the provision of those  services  described  under
          the heading  "Transactional  Services" in the Revenue  Protection
          Code of  Practice  the User shall pay to the  Company the charges
          set out in Part I of  Schedule  4, on the terms and in the manner
          described in Part II of that Schedule 4.

   6.6    The User shall provide Cover in accordance with the provisions of
          Schedule 1.

   6.7   The Company may charge the User Use of System Charges calculated by
         reference to electricity discovered or reasonably and properly assessed
         to have been consumed by a Customer while a customer of the User but
         not recorded at the time of consumption (for whatever reason) by the
         metering equipment installed pursuant to Clause 12.1. At any time when
         the Company charges the User Use of System Charges under this Clause,
         it shall explain to the User the calculation of those charges and the
         basis of that calculation.

  6.8    The User shall pay to the  Company  in  respect  of any  services
         provided under this Agreement the charges set out in the relevant
         Schedule or (if no such charge is specified in this  Agreement or
         agreed  between the parties) the  Condition 8 Statement.  Without
         prejudice to Clause 6.1, where the Company is intending to revise
         the charges set out in Schedule 3 and  Schedule 4, it shall serve
         a copy  of any  notice  it  sends  to the  Director  pursuant  to
         Condition 8  paragraph  18 of the PES Licence on the User as soon
         as  reasonably  practicable  after  such  notice  is  sent to the
         Director.

7.       BILLING AND PAYMENT BY SETTLEMENT CLASS

7.1     This Clause 7 applies to Use of System Charges which are invoiced by
        reference to Settlement Class in accordance with Clause 6.3.

7.2     The User shall   procure   the   delivery  to  the  Company  of
        Supercustomer  DUoS Reports in accordance  with the timetable for
        Settlement  after each Settlement Run relating to each Settlement
        Day.  Following receipt of each  Supercustomer  DUoS Report,  the
        Company  shall  deliver  Daily  Statements to the User as soon as
        reasonably practicable.  7.3 The Company shall submit to the User
        as  soon  as is  reasonably  practicable  after  the  end of each
        charging period an account ("Initial Account")  specifying Use of
        System Charges payable in respect of each Initial  Settlement Run
        in respect of which a Daily Statement has been produced and which
        has not  previously  been  included in an Initial  Account.  Such
        Initial  Accounts  shall  be  based  upon  the  Daily  Statements
        provided  pursuant to Clause 7.2.  7.4 Where a  subsequent  Daily
        Statement for any Settlement Day indicates that, as a result of a
        subsequent   Reconciliation  Run,  Final  Reconciliation  Run  or
        Dispute Final  Reconciliation  Run, the Use of System  Charges in
        respect of that Settlement Day are different to those  previously
        billed,  the Company  shall  calculate  such  difference  and the
        interest  thereon  and shall  submit an account  ("Reconciliation
        Account")  in respect of such  difference  to the User as soon as
        reasonably  practicable  after the end of each  charging  period.
        Such interest shall be calculated in accordance  with Schedule 5.

                                       23
<PAGE>


        Within   10  days  of  the  date  of  an   Initial   Account   or
        Reconciliation  Account  submitted in accordance with Clauses 7.3
        or 7.4, the User shall pay to the Company all sums due in respect
        of such  Initial  Account  or  Reconciliation  Account  in pounds
        sterling by  [electronic  transfer of funds to such bank  account
        (located in the United  Kingdom) as is  specified  in the Initial
        Account or Reconciliation Account, quoting the Initial Account or
        Reconciliation  Account  number  against  which  payment  is made
        and/or such other details as the Company may reasonably require].
        Subject to Clause 7.6, if any amount remains unpaid after the due
        date of any sum due in  accordance  with  this  Clause  7.5,  the
        Company  shall (in  addition to any other  remedies  and interest
        payable  under Clause 7.4) be entitled to charge  interest on the
        amount unpaid,  including interest on any Value Added Tax unpaid,
        at the rate of 3% per annum  above the base  lending  rate during
        such period of [Barclays] Bank Plc, compounded annually.

   7.6  Where any sum  included in an Initial  Account or  Reconciliation
        Account  submitted  in  accordance  with  Clauses  7.3  or 7.4 is
        disputed by the User,  the  provisions of Schedule 6 shall apply.
   

   8.     SITE SPECIFIC BILLING AND PAYMENT

   8.1   This Clause 8 applies to Use of System Charges in relation to Metering
         Points that fall within sub-Clauses 6.3.1 - 6.3.3 (inclusive).

   8.2   As soon  as is  reasonably  practicable  after  the  end of each
         charging period,  the Company shall submit to the User an account
         specifying the Use of System Charges payable for the whole or any
         part of that  charging  period.  Such account  shall be based on:
         8.2.1  data  from  metering  equipment  or any  Equivalent  Meter
         provided by the User in  accordance  with  Clause 12.2 or,  where
         actual  data  are  not  available,  estimated  data  prepared  in
         accordance  with  methods  of  estimation  established  under the
         Settlement Agreement by the relevant Data Collector; and

8.2.2    other data as specified in the Condition 8 Statement and/or the
         relevant Connection Agreement. Provided that the Company may use
         estimated data prepared by the Company where the User fails to provide
         the data under Clause 8.2.1 and 8.2.2.

         Where an account is based on estimated data, the account shall be
         subject to any adjustment which may be necessary following the receipt
         of actual data from the User.

         Within 14 days of the date of an account  submitted in accordance with
         Clause  8.2,  the User shall pay to the  Company  all sums due in
         respect of such account by [electronic  transfer of funds to such
         bank account  (located in the United  Kingdom) as is specified in
         the account,  quoting the account number against which payment is
         made  and/or such other  details as the  Company  may  reasonably
         require].  Subject to Clause  8.4, if any amount  remains  unpaid
         after the due date thereof, the Company shall (in addition to any
         other  remedies)  be  entitled  to charge  interest on the amount
         unpaid,  including interest on any Value Added Tax unpaid, at the
         rate of 3% per annum  above the base  lending  rate  during  such
         period of [Barclays] Bank Plc, compounded annually.




                                       24
<PAGE>


   8.4  Where any sum included in an account submitted in accordance with
        Clause 8.2 is disputed by the User the  provisions  of Schedule 6
        shall apply.

  9.   LIMITATION OF LIABILITY

  9.1  Subject to Clause 9.5 and Clause  9.11 and save as  provided  in
       this Clause 9.1 and Clause 9.2 and save where any  provisions  of
       this Agreement provide for an indemnity neither party (the "party
       liable")  nor any of its  officers,  employees or agents shall be
       liable to the other  party for loss  arising  from any  breach of
       this Agreement  other than for loss directly  resulting from such
       breach and which at the date hereof was reasonably foreseeable as
       not unlikely to occur in the ordinary  course of events from such
       breach in respect of:

      9.1.1 physical  damage  to  the  property  of  the  other  party,   its
            officers, employees or agents; and/ or

     9.1.2 the  liability  of such other party to any other  person for loss
           in respect of  physical  damage to the  property  of any  person.
           Provided  that the  liability  of either  party in respect of all
           claims for such loss shall in no  circumstances  exceed  (pound)1
           million per incident or series of related incidents;

         And provided further that either party shall be entitled:

          (A)  to deduct from any sums payable in respect of its  liability  for
               loss or damage in respect of any event under this  Agreement  any
               sums which it is liable to pay to a person  who has a  connection
               to the Distribution  System or any other person in respect of the
               same loss or damage in respect of the same event;

          (B)  where it has already made payment in respect of its liability for
               loss or damage in respect of an event under this Agreement at the
               time at which it  becomes  liable to pay to any  other  person in
               respect of the loss or damage in respect  of the same  event,  to
               reclaim from the other party the amount of its  liability to that
               other  person but not  exceeding  the amount  already paid to the
               other  party in  respect of loss or damage in respect of the same
               event.

               PROVIDED  THAT where  either party  becomes  aware of any
               claim, difference,  dispute or proceedings (actual or threatened)
               which it  reasonably  expects may lead to a liability to a person
               other than the other  party in respect of an event which may give
               rise to a liability to the other party under this  Agreement  and
               which may fall within the provisos (A) and (B) to this Clause 9.1
               that party shall  consult  with the other party as to the conduct
               of  that or  those  claim,  difference,  dispute  or  proceedings
               (actual or threatened).

          9.2  Nothing in this Agreement shall exclude or limit the liability of
               the party liable for death or personal injury  resulting from the
               negligence of the party liable or any of its officers,  employees
               or  agents  and  the  party  liable  shall   indemnify  and  keep
               indemnified the other party,  its officers,  employees or agents,
               from and against  all such  liability  and any loss or  liability
               which such other party may suffer or incur by reason of any claim
               on  account  of  death  or  personal  injury  resulting  from the
               negligence of the party liable or any of its officers,  employees
               or agents.

                                       25

<PAGE>

          9.3  Subject  to  Clause  9.5 and save  where  any  provision  of this
               Agreement  provides an indemnity  neither  party,  nor any of its
               officers,   employees  or  agents,  shall  in  any  circumstances
               whatsoever  be liable to the other  party for:

               9.3.1 any loss of  profit, loss of revenue, loss of use, loss of
               contract or loss of goodwill; or

               9.3.2any indirect or consequential  loss; or

               9.3.3loss  resulting  from the  liability  of such other party to
                    any other  person  howsoever  and  whenever  arising save as
                    provided  in Clauses  9.1 and 9.2. 

          9.4  The rights and remedies provided by this Agreement to the parties
               are exclusive and not  cumulative and exclude and are in place of
               all substantive  (but not procedural)  rights or remedies express
               or implied  and  provided  by common law or statute in respect of
               the subject matter of this Agreement, including any rights either
               party may possess in tort which shall include  actions brought in
               negligence  and/or  nuisance.  Accordingly,  each of the  parties
               hereby waives to the fullest extent  possible all such rights and
               remedies  provided by common law or  statute,  and  releases  the
               party  liable,  its  officers,  employees  and agents to the same
               extent  from  all  duties,   liabilities,   responsibilities   or
               obligations  provided  by common law or statute in respect of the
               matters  dealt  with  in this  Agreement  and  undertakes  not to
               enforce any of the same except as expressly provided herein.

          9.5  Save as  otherwise  expressly  provided in this  Agreement,  this
               Clause  9  insofar  as it  excludes  or  limits  liability  shall
               override any other  provision  in this  Agreement  provided  that
               nothing in this Clause 9 shall  exclude or restrict or  otherwise
               prejudice or affect any of:


               9.5.1the rights,  powers,  duties and obligations of either party
               which are  conferred  or  created  by the Act,  any  licence
               granted  pursuant to the Act or any subordinate  legislation
               made under the Act; or

               9.5.2the rights,  powers,  duties and obligations of the Director
               or the Secretary of State under the Act, any such licence or
               otherwise howsoever. 

         9.6   Each of the sub-Clauses of this Clause 9 shall:

               9.6.1 be construed as a separate and severable contract term, and
                     if one or more of such sub-Clauses is held to be invalid,
                     unlawful or otherwise unenforceable the other or others of
                     such sub-Clauses shall remain in full force and effect and
                     shall continue to bind the parties; and

               9.6.2 survive termination of this Agreement.

         9.7   Each party hereby acknowledges and agrees that the other party
               holds the benefit of Clauses 9.1 and 9.2 and 9.3 above for itself
               and as trustee and agent for its officers, employees and agents.

         9.8  Each party hereby  acknowledges and agrees that the provisions of
               this Clause 9 have been the subject of discussion and negotiation
               and are fair and reasonable having regard to the circumstances as
               at the date hereof. 




                                       26
<PAGE>


         9.9  For the  avoidance  of  doubt,  nothing  in this  Clause  9 shall
               prevent  or  restrict   either  party  enforcing  any  obligation
               (including suing for a debt) owed to it under or pursuant to this
               Agreement.


         9.10 Where either  party,  in breach of its  obligations  under Clause
              24.4.3,   fails  to  deliver   any   notice,   request  or  other
              communication to the recipient's  Gateway and such failure occurs
              for reasons  outside that party's direct  control,  the breaching
              party shall have no liability  to the other under this  Agreement
              and the parties  shall rely  instead upon the  provisions  of the
              Data Transfer Service Agreement.

         NOTE: millennium compliance is outstanding.

10.      NERGISATION, DE-ENERGISATION AND RE-ENERGISATION

10.1     Energisation Works, De-energisation  Works and  Re-energisation
         Works carried out by or on behalf of the User  pursuant to this
         Clause 10 shall be carried out by a person who is either  engaged
         by the Company to carry out such work or who:

         10.1.1 is an Approved Contractor, in accordance with the procedure set
         out in Schedule 7; and

         10.1.2 is a Competent  Person to whom a Permission  has been issued in
               accordance with the procedure set out in Schedule 7, to carry out
               the  particular  activities  comprising the  Energisation  Works,
               De-energisation  Works or Re-energisation  Works; and 

         10.1.3 acts in accordance with the requirements set out in Schedule 7.

10.2 Where:

         10.2.1  neither  the User nor any of its  contractors  is an  Approved
                 Contractor; or

        10.2.2 no employee of the User or any of its  contractors (if they are
               Approved Contractors) holds a Permission; or

        10.2.3 the User  does  not  have the  rights  of  access  required  to
               undertake such  De-energisation Works; or

        10.2.4 the  parties so agree

        the Company  shall,  to the extent that it may lawfully do so, at the
        request of the User,  when the User is entitled  to have  carried
        out De-energisation  Works and  Re-energisation  Works, carry out
        such works at the cost of the User within a  reasonable  time or,
        in circumstances of urgency,  as soon as reasonably  practicable.
        The Company  shall on request by the User inform the User of its
        reasonable  requirements  for the details by  reference  to which
        Metering  Points to be  De-energised  or  Re-energised  are to be
        identified.

10.3    The Company and the User shall both act in accordance with Good
        Industry Practice when carrying out, or procuring the
        carrying out of, any Energisation  Works, De-energisation
        Works or Re-energisation Works.

                                       27


<PAGE>

10.4           If  circumstances exist which entitle the User or any Relevant
               Exempt Supplier to Energise,  De-energise or Re-energise Metering
               Point(s)  pursuant to the Supply  Contract with the relevant
               Customer then, subject to Clause 10.12, the User may Energise,
               De-energise or Re-energise such Metering Point(s)  provided that
               it acts where relevant, in accordance with the 'code of practice
               on payment of bills and guidance for dealing  with customers in
               difficulty', which the User must submit to and have approved by
               the Director in accordance with Condition 30 of the Second Tier
               Supply Licence.


10.5           If the User resolves to Energise or  Re-energise a Metering
               Point pursuant to Clause 10.4 then:


               10.5.1 the User shall decide on the extent and nature of the
                      Energisation Works or Re-energisation Works and the User
                      shall undertake such Energisation Works or Re-energisation
                      Works at its own cost; and

               10.5.2 when such Energisation Works or Re-energisation Works are
                      complete the User shall, in accordance with the  Master
                      Registration Agreement, instruct  the  MPAS Operator to
                      register the relevant Metering Point as energised
                      (but only, in the case of an Unmetered Supply, if the
                      Energisation Works or Re-energisation Works have allowed
                      the flow of electricity through each relevant Exit Point).

10.6        If the User resolves to  De-energise a Metering  Point pursuant
            to Clause 10.4 then:

              10.6.1  the User shall decide on the extent and nature of the
                      De-energisation Works and the User shall undertake such
                      De-energisation Works at its own cost;

              10.6.2  when such De-energisation Works are complete the User
                      shall, in accordance with the Master Registration
                      Agreement, instruct the MPAS Operator to register the
                      relevant Metering Point as de-energised (but only, in the
                      case of an Unmetered Supply, if the De-energisation Works
                      have prevented the flow of electricity through each
                      relevant Exit Point);

             10.6.3  where the  Company carries out De-energisation  Works on
                     behalf of the User pursuant to Clause  10.2 the User shall
                     indemnify the Company against all actions, proceedings,
                     costs, demands, claims, expenses, liability, loss or damage
                     arising  from, or incurred by the Company as a consequence
                     of,  physical  damage to the  property of the Company, its
                     officers, employees  or  agents  and  in respect of the
                     liability  of the Company to any other person for loss in
                     respect of physical damage to the property of any person,
                     in each case as a consequence of acting in reliance on any
                     instructions  given by the User to the Company which are
                     materially inaccurate or misleading;

             10.6.4  where the  Company  carries out  De-energisation  Works on
                    behalf of the User pursuant to Clause 10.2 the Company shall
                    indemnify the User against all actions, proceedings, costs,
                    demands, claims, expenses, liability, loss or damage arising
                    from, or incurred by the User as a consequence of, physical
                    damage to the property of the User, its officers, employees
                    or agents and in respect of the liability of the User to any
                    other person for loss in respect of physical damage to the
                    property of any  person, in each case as a consequence  of
                    acting contrary to an accurate and appropriate instruction
                    to De-energise a Metering Point.




                                       28
<PAGE>


10.7         The Company may, upon giving the User 2 Working Days' prior
             written notice, De-energise any Metering Point if:

             10.7.1  the Company  is  entitled  to  do  so  pursuant  to  the
                     Connection Agreement relating to such Metering Point; or

            10.7.2   any of the conditions set out in Clause  4.2 cease to be
                     fulfilled (or, in the case of Clause 4.2.4,  remain
                     unfulfilled 10 Working Days after the service of notice by
                     the Company requiring the User to remedy the  situation) in
                     relation to the relevant Exit Point (or, in the case of an
                     Unmetered Supply, any one or more of the relevant Exit
                     Points).


10.8         Notwithstanding the provisions of Clause 10.7
             the Company may, at any time with no prior notice to the User,
             De-energise any Metering Point if:

             10.8.1  the Company is  instructed,  pursuant to the terms of the
                     Master Connection and Use of System Agreement (as amended
                     from time to time) or the Settlement Agreement (as amended
                     from time to time), to do so;

            10.8.2   the Company reasonably considers it necessary to do so for
                     safety or system security reasons;

            10.8.3   the Company reasonably considers it necessary to do so to
                     avoid interference with the regularity or efficiency of its
                     Distribution System;

            10.8.4   an accident or emergency occurs or threatens  to occur
                     which requires the Company to do so to avoid the risk of
                     personal injury to any person or  physical  damage to the
                     property of the Company, its officers, employees or agents
                     or the property of any other person;

            10.8.5   it is entitled to do so under Schedule 11; or

            10.8.6   subject  to the terms of a replacement agreement,  this
                     Agreement is terminated in accordance with the provisions
                     of  Clause 18.

            In these circumstances the Company shall
            inform the User as soon as reasonably  practicable and in
            any event by the end of the next Working Day when MPAS is
            available of the fact that the Metering Point has been
            De-energised.

10.9         If the Company resolves to De-energise a Metering Point pursuant
             to Clause 10.7 or 10.8 then:

             10.9.1  the Company shall decide on the extent and nature of the
                     De-energisation Works required to De-energise the relevant
                     Metering Point; and

            10.9.2   the Company shall Re-energise the Metering Point as soon
                     as reasonably practicable after the circumstance giving 
                     rise to such De-energisation has ended;

            10.9.3   except where  the  Company  resolves  to  De-energise  a
                     Metering Point pursuant to Clauses 10.7.1, 10.8.1, 10.8.2,

                                       29

<PAGE>


                     10.8.3,  10.8.4  or  10.8.6 following termination of this
                     Agreement  by the User under  Clause 18.4 the Company
                     shall undertake both the De-energisation  Works and the
                     subsequent  Re-energisation  Works  at the cost of the
                     User and the User shall pay the  Company,  the relevant
                     charges  listed at Schedule 4 associated  with both the
                     De-energisation  Works and the subsequent
                     Re-energisation  Works. 


10.10       If the Company De-energises a Metering Point pursuant to Clause
            10.7 or 10.8 and such Metering Point remains De-energised for a
            period of 3 Working Days then:

             10.10.1 the Company shall forthwith instruct the User to send a
                     Registration Notice to the MPAS Operator instructing the
                     MPAS Operator to register the relevant Metering Point as
                     de-energised (but only, in the case of an Unmetered 
                     Supply, if the De-energisation works have ceased the flow
                     of electricity through each relevant Exit Point); and

            10.10.2  within 2 Working Days of receiving  an instruction  from
                     the Company pursuant to Clause 10.10.1, the User shall send
                     such a Registration Notice to the MPAS Operator.

10.11        If the Company Re-energises a Metering Point pursuant to Clause
             10.9 then:

             10.11.1 if an  instruction  has been given by the  Company  under
                     Clause 10.10.1 the Company shall forthwith instruct the
                     User to send a Registration Notice to the MPAS  Operator
                     instructing the MPAS Operator to register the  relevant
                     Metering Point as energised (but only, in the case of an
                     Unmetered Supply, if the Re-energisation works have allowed
                     the flow of electricity through each relevant Exit Point);
                     and

             10.11.2 within 2 Working Days of receiving  an  instruction  from
                     the Company pursuant to Clause 10.11.1,  the User shall
                     send such a Registration Notice to the MPAS Operator.


10.12        The User shall not be  entitled  to  Re-energise  a Metering
             Point which has previously been  De-energised by the Company
             on its own behalf (for the avoidance of doubt, not acting on
             the instructions or at the request of the User) or on behalf
             of the Company.  For the avoidance of doubt,  the User shall
             be  entitled  to  Re-energise  a  Metering  Point  which has
             previously  been  De-energised  by or on behalf  of  another
             supplier.

10.13If      there  is no  reasonably  foreseeable  future  use for a
             Metering  Point the User  shall be  entitled  to send to the
             Company  a   Disconnection   Notice.   In   respect  of  any
             Disconnection  Notice sent to the  Company  pursuant to this
             Clause, the User shall:


             10.13.1 warrant  that to the best of its  knowledge  and  belief,
                    having exercised Good Industry Practice, the Metering Point
                    has been  De-energised  and  that  there is no reasonably
                    foreseeable future use for the Metering Point giving details
                    of any De-energisation  Works which it has undertaken and
                    providing an explanation for why there is no reasonably
                    foreseeable future use for the Metering Point; and

             10.13.2 indemnify  the Company  against all costs,  demands,
                     claims, expenses,  liability, loss, or damage which the
                     Company  incurs in consequence of acting in reliance on
                     the warranty given in Clause 10.13.1 which proves to be
                     in any way inaccurate or misleading.




                                       30
<PAGE>


10.14        If a  third  party  contacts  the  Company  to  request
             directly  or  indirectly  that the  Company  undertakes
             works in relation to a Metering  Point because there is
             no reasonably  foreseeable future use for that Metering
             Point and the Company is satisfied that the third party
             is entitled to make such request then the Company shall
             contact  the  relevant  User and request it to submit a
             Disconnection Notice. Upon receiving such a request the
             User shall send the Company the requested Disconnection
             Notice unless in the User's reasonable opinion there is
             a  reasonably  foreseeable  future use for the Metering
             Point.

10.15        If, in any case, in the  reasonable  opinion of the Company there
             is a reasonably  foreseeable  future use for the  Metering  Point
             then  the  Company   shall  not  be  obliged  to  comply  with  a
             Disconnection  Notice  received  under  Clause 10.13 or 10.14 and
             where the Company decides not to comply it shall provide the User
             with the reasons for its decision.

10.16        If the  Company  is of the  reasonable  opinion  that there is no
             reasonably  foreseeable  future use for a Metering Point then the
             Company shall contact the relevant User and request it to submit
             a Disconnection  Notice.  Upon receiving such a request the User
             shall send the Company the requested  Disconnection Notice unless
             in the User's reasonable   opinion   there  is  a  reasonably
             foreseeable future use for the Metering Point.

10.17        For the avoidance of doubt, the warranty and indemnity  contained
             in  Clause  10.13  shall not  apply to any  Disconnection  Notice
             requested by the Company pursuant to Clause 10.14 and 10.16.

10.18        Subject to Clause 10.15, within 5 Working Days of receipt of the
             Disconnection  Notice, the Company shall send a Registration
             Notice to the MPAS Operator  instructing  it to register the
             Metering  Point as de-registered.


10.19        If a Metering Point has been De-energised by or on behalf  of a
             previous supplier and the Company receives a request from the User
             to Re-energise such Metering Point then:


             10.19.1 the Company shall  Re-energise the Metering Point as soon
                     as reasonably practicable and notify the User of when it
                     expects to carry out the Re-Energisation Works;

            10.19.2  the Company shall carry out all necessary Re-energisation
                     Works at its own cost and shall then reclaim such costs 
                     from the previous supplier; and


             10.19.3 the  Company shall notify the  User  as soon  as the
                     Re-energisation Works are complete and the User shall,
                     within 2 Working Days of receiving such notification, send
                     a Registration Notice to the MPAS Operator instructing the
                     MPAS  Operator to register the relevant Metering Point as
                     energised.


10.20        The Company shall notify Customers of and carry out System Outages
             in accordance with its statutory rights and obligations and Good
             Industry Practice.

10.21        The User shall be entitled to use the enquiry service established
             by the Company  pursuant to Condition 9A of its PES Licence as if
             the User were a Customer.

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<PAGE>


11. COMPLIANCE WITH THE DISTRIBUTION CODE

11.1 The parties undertake to comply with the Distribution Code.

11.2 In the event of any conflict between this Agreement and the Distribution
     Code the Distribution Code shall prevail.
11A.     COMPLIANCE WITH THE METER OPERATOR  CODE OF PRACTICE

11A.1 The parties undertake to comply with the Meter Operator Code of Practice.

11A.2    The User shall procure that the Meter Operator, Data Collector and Data
         Aggregator appointed for each Metering Point supplied shall (where
         relevant) comply with the Meter Operator Code of Practice.

11A.3    In the event of any conflict between this Agreement and the Meter
         Operator Code of Practice this Agreement shall prevail.

11B.     COMPLIANCE WITH THE RADIO TELESWITCH AGREEMENT

11B.1    The parties undertake to comply with the Radio Teleswitch Agreement

11B.2    In the event of any conflict between this Agreement and the Radio
         Teleswitch Agreement this Agreement shall prevail.

12.METERING DATA AND METERING EQUIPMENT

12.1      Subject to Clause 12.9, the User shall at its own cost install and
          maintain or procure the  installation and maintenance of metering
          equipment at or as close as reasonably  practicable  to each Exit
          Point when the User is registered  under the Master  Registration
          Agreement  or in ERS in respect of the relevant  Metering  Point.
          Such  metering  equipment  shall  be  capable  of  providing  the
          relevant   metering   data   required  by  the  Company  for  the
          calculation of Use of System Charges and such metering  equipment
          shall comply with the  requirements as indicated in Schedule 8 in
          the column headed "Metering Functionality" and those specified in
          Code of  Practice  4 and  Schedule  7 of the Act and the  Company
          shall not be obliged to transport a supply of electricity through
          the relevant Exit Point unless and until the  necessary  metering
          equipment  has been  installed.  The User shall  procure that the
          metering  equipment  installed  and  maintained  pursuant to this
          Clause  12.1 shall be capable of  operating  within the  accuracy
          limits specified in Part 1 of Schedule 9.

12.2      The User shall  provide the Company with such data from  metering
          equipment  installed and  maintained  pursuant to Clause 12.1 and
          from any Equivalent  Meter operated under the Unmetered  Supplies
          Procedure as the Company may reasonably require for:


12.2.1 the calculation of Use of System Charges; and

12.2.2   the operation and planning of the Distribution System.
         The User shall collect and provide data to the Company in accordance
         with this Clause 12.2 in accordance with the requirements set out in
         Schedule 8 in the columns headed "Meter Reading Frequency" and "Time
         for Provision of Data to the Distributor".

                                       32
<PAGE>

12.3     The User shall not and shall procure that no Relevant Exempt Supplier
         will change or modify the type of metering  equipment  installed
         and maintained pursuant to Clause 12.1 except in accordance with
         Clause 12.1.

12.4     The User shall procure that the Meter  Operator,  Data  Collector
         and Data Aggregator appointed for each Metering Point supplied in
         relation  to which  the  supply of  electricity  is  measured  by
         Non-Half Hourly  Metering  Equipment (as defined in Part I of the
         Settlement  Agreement)  for the  purposes  of  Settlement,  shall
         provide the Company with any data  required to be provided to the
         Distribution  Business by the person  appointed in that  capacity
         under, as appropriate,  the Meter Operation  Services  Agreement,
         Data Collection  Services Agreement or Data Aggregation  Services
         Agreement in  accordance  with the  timescales  specified in such
         agreements.

12.5     The Company  shall be entitled to inspect,  test and if necessary
         require the User to correct any metering equipment  installed and
         maintained  pursuant  to  Clause  12.1.  The User  shall  use its
         reasonable  endeavours  including  the  inclusion of  appropriate
         terms in its  Supply  Contract,  to procure  that the  employees,
         agents,  sub-contractors and invitees of the Company shall at all
         reasonable  times  have  safe  and  unobstructed  access  to such
         metering  equipment.  Where the Company exercises its right under
         this  Clause  12.5  the  provisions  set  out in  paragraph  2 of
         Schedule 9 shall apply.




12.6    The Company  shall be entitled  to install  Operational  Metering
        Equipment at or as close as  reasonably  practicable  to any Exit
        Point  in  addition  to  any  metering  equipment  installed  and
        maintained  pursuant  to  Clause  12.1 to  collect  data  for the
        operation  and  planning of the  Distribution  System,  but if it
        exercises  this right it shall make no  additional  charge to the
        User in respect of such Operational  Metering Equipment and shall
        not  except  in the case of the  failure  of  metering  equipment
        installed  and  maintained  pursuant to Clause 12.1 use data from
        the Operational  Metering Equipment for the calculation of Use of
        System  Charges.  For the  avoidance  of doubt,  the  Operational
        Metering  Equipment  need not be certified  under  paragraph 5 of
        Schedule 7 of the Act.


 12.7  Where  the  Company  installs   Operational   Metering   Equipment  in
       accordance with Clause 12.6:


       12.7.1 the User  shall  and shall  procure  that any  Relevant  Exempt
              Supplier will ensure that the  employees,  agents and invitees of
              the User or Relevant  Exempt  Supplier  (as the case may be) will
              not interfere with such equipment or the immediate connections to
              such equipment  without the prior written consent of the Company,
              except to the  extent  that  emergency  action has to be taken to
              protect  the health  and safety of persons or to prevent  serious
              damage  to  property   proximate  to  the  Operational   Metering
              Equipment; and

      12.7.2 the User  shall  and shall  procure  that any  Relevant  Exempt
             Supplier  will  use  its  reasonable   endeavours  including  the
             inclusion of appropriate terms in its Supply Contract, to procure
             that the employees,  agents,  sub-contractors and invitees of the
             Company shall at all reasonable  times have safe and unobstructed
             access to the Operational Metering Equipment.  The Company agrees
             to procure that any  individuals to whom access is given pursuant
             to this Clause 12.7.2 shall comply with all reasonable directions
             given by the User or the relevant  Customer and its appropriately
             authorised  employees  and agents as to  general  safety and site
             security arrangements.

                                       33

<PAGE>


12.8         In relation to any Unmetered  Supply under an Unmetered  Supplies
             Certificate,  the  User and the  Company  shall  comply  with the
             Unmetered  Supplies Procedure and in particular the Company shall
             from time to time calculate and forward to the Data Collector the
             Estimated Annual  Consumption of a Customer's  Installation which
             is not subject to Half-Hourly Trading as defined by the Unmetered
             Supplies Procedure.  The User may supply electricity to the whole
             (but not a part only) of a Customer's  Installation in respect of
             which an Unmetered  Supplies  Certificate  has been issued by the
             Company.

12.9         The  provisions  of Clauses 12.1,  12.3,  12.4 and 12.5 shall not
             apply  in  relation  to an  Unmetered  Supply  which  the User is
             permitted to supply under this  Agreement.  For the  avoidance of
             doubt, when at any time the User ceases to be permitted to supply
             electricity  on the basis  that the supply of  electricity  is an
             Unmetered Supply,  the User shall immediately become bound by all
             the  provisions of this Clause 12 (other than those relating only
             to an Unmetered Supply).



13.          PROVISION OF INFORMATION

13.1         Except for the renewal of an existing Supply Contract entered into
             after 31 August 1998, as soon as reasonably practicable following
             either:

         (i)      where a Notice of Objection (for the purposes of this Clause
                  13 as defined in the Master Registration Agreement) is not
                  received in relation to the User's Application for
                  Registration (for the purposes of this Clause 13 as defined in
                  the Master Registration Agreement) in respect of the relevant
                  Metering Point, the expiry of the Objection Raising Period
                  (for the purposes of this Clause 13 as defined in the Master
                  Registration Agreement); or

         (ii)     where a Notice of Objection is received in relation to the
                  User's Application for Registration, the withdrawal of the
                  Notice of Objection in relation to the User's Application for
                  Registration,

         the User shall provide the following information to the Company in
         respect of any Exit Point through which the relevant supply is to be
         delivered :

13.1.1 the relevant Supply Number core data (as defined in the Master
Registration Agreement);

13.1.2   the relevant Customer's name;

13.1.3   the Metering Point Address relating to each Supply Number; and

13.1.4   the Customer's Maximum Power Requirement if:
         (A)  the Customer is not a Domestic Customer (as defined in the PES
              Licence);

         (B)  the Customer has a Maximum Power Requirement not less than 20 kVA
              ; and (C) the Customer is a new owner or occupier of the site.

                                       34

<PAGE>


13.2 Except for the renewal of an existing Supply Contract entered into
     after 31 August 1998, as soon as reasonably practicable following
      either:

         (i)      where a Notice of Objection is not received in relation to the
                  User's Application for Registration in respect of the relevant
                  Metering Point, the expiry of the Objection Raising Period; or

         (ii)     where a Notice of Objection is received in relation to the
                  User's Application for Registration, the withdrawal of the
                  Notice of Objection in relation to the User's Application for
                  Registration,

         the User shall use reasonable endeavours to provide the following
         information to the Company in respect of any Exit Point through which
         the relevant supply is to be delivered:

          13.2.1 the  contact name for the Customer if different from the
               Customer's name; and

          13.2.2 the  Customer's  postal  address if different from the Metering
               Point Address.


13.3      The User shall use reasonable endeavours to notify
          the  Company of any changes to the details set out in Clause 13.1
          and Clause 13.2 as soon as reasonably  practicable following that
          change by reference to the Supply Number.

13.4      Where  the  User or its  agent  or any  Relevant  Exempt  Supplier
          receives a report or enquiry  from any person about any matter or
          incident that does or is likely to:

          13.4.1 cause danger or require urgent  attention in relation
                 to the supply or  distribution  of  electricity  in the
                 Company's  authorised  area  (as  defined  in  the  PES
                  Licence) through the Distribution System; or

         13.4.2  affect  the maintenance of the security, availability  and
                quality  of service of the Distribution  System, the User shall
               notify the Company of such report or enquiry in a prompt and
               appropriate manner having regard to the nature of the incident to
               which the report  relates.  The User shall notify the Company by
               telephone or post using the telephone number and postal address
               identified  in the Security and Safety of Supplies  Statement or
               such other telephone number as may from time to time be notified
               in writing by the Company. For the avoidance of doubt,  if the
               User does not discharge its obligation  under Condition 15 of the
               Second Tier Supply Licence by providing to customers the address
               and telephone number of the Company's enquiry service established
               pursuant  to Condition 9A of the PES  Licence,  the User  shall
               notify  the Company of reports received from customers in
               accordance with this Clause 13.4.

13.5           The User shall, with the consent of any Customer who may be
               expected,  by virtue of being of pensionable age or disabled or
               chronically sick, to require advance notice of interruptions to
               the supply of electricity, provide the Company with appropriate
               details  concerning that Customer and his requirement within 3
               Working  Days of receiving such requirements pursuant to its
               obligations under Condition 30 of the Second Tier Supply Licence.




                                       35
<PAGE>


13.6      The User shall, with the consent of any Customer who has agreed a
          password with the User or any Relevant Exempt Supplier for access to
          the Customer's premises,  provide the Company with appropriate details
          concerning that Customer and his password within 2 Working Days of
          notification of such password by the Customer.

13.7     The User shall use reasonable endeavours to ensure that all the facts,
         information and other details provided pursuant to Clause 13.5 and 13.6
         shall throughout the duration of this Agreement remain true, accurate
         and complete in all respects.

14.      DEMAND CONTROL

14.1     The parties undertake to comply with Schedule 11.

15.      REVENUE PROTECTION

15.1     The Company shall provide a revenue protection service in accordance
         with the provisions of the Revenue Protection Code of Practice.

15.2     The User shall comply with its obligations under the Revenue Protection
         Code of Practice.

16.      GUARANTEED PERFORMANCE STANDARDS

16.1     To the extent that, due to an act or omission on the part of the
         Distribution Business of the Company, compensation pursuant to the ESPR
         would be payable to the Customer by the Company if such Customer were a
         Tariff Customer of the Company then the Company shall make an
         equivalent compensation payment to the User for the benefit of the
         Customer in accordance with the provisions of this Clause 16.

16.2 To the extent that, due to circumstances other than those described in
Clause 16.1, compensation pursuant to the ESPR would be payable to the Customer
by the Company if such Customer were a Tariff Customer of the Company then the
Company shall not be liable to make any payment to the User for the benefit of
the Customer.

16.3 In the circumstances described in Clause 16.1, the Company
will comply with the terms and procedures of the ESPR as if the Customer were a
Tariff Customer provided that:



     16.3.1 the User shall be deemed to be a "person having  apparent  authority
          to represent the customer" for the purposes of ESPR regulation 2(4)(d)
          if the  Customer  independently  contacts  the User in  relation  to a
          matter which forms the basis of the  Customer's  claim under the ESPR;
          and

   16.3.2 where the ESPR  require  the  Company  to "pay to the  customer  the
          Prescribed  Sum" the Company shall pay the User the Prescribed Sum for
          the benefit of the  Customer and the User shall pass the payment on to
          the Customer as soon as reasonably  practicable  by [method of payment
          ].

16.4   If the  Customer  contacts the User in relation to a matter which might
       form  the  basis  of a claim  under  the  ESPR  then  the  User  shall
       diligently  record the details of the  Customer's  complaint and shall
       not agree or imply that the  Customer's  complaint is valid unless the


                                       36

<PAGE>

       matter is one which would be governed by Clause 16.2. If the matter is
       one which in the User's reasonable  opinion will be governed by Clause
       16.1  then  the  User  shall  pass on the  details  of the  Customer's
       complaint to the Company as soon as  reasonably  practicable  together
       with details of the Customer's name and address. In such circumstances
       the Prescribed Period will relate to the time at which the Customer or
       the User on behalf of the  Customer  contacts the Company and the time
       at which the  Customer  contacts  the User will not be relevant to the
       calculation of the Prescribed Period.

16.5 If the Customer contacts the Company in relation to a matter which might
form the basis of a claim under the ESPR then the Company shall diligently
record the details of the Customer's complaint and shall not agree or imply that
the Customer's complaint is valid unless the matter is one which would be
governed by Clause 16.1. If the matter is one which in the Company's reasonable
opinion will be governed by Clause 16.2 then the Company shall tell the Customer
to contact the User direct. In such circumstances the Prescribed Period will
relate to the time at which the Customer contacts the User and the time at which
the Customer contacts the Company will not be relevant to the calculation of the
Prescribed Period.

 16.6 When the User has received a payment from the Company
pursuant to Clause 16.3.2 then the User shall pass such payment to the Customer
as soon as reasonably practicable and if, due to the User's delay, an additional
payment becomes due pursuant to ESPR regulation 14 then this additional payment
shall be the liability of the User.


16.7 Neither party shall lead a Customer to
believe that he has a valid claim for a guaranteed standard payment by reason of
the action or default of the other party. Where however a Customer does have a
valid claim, a breach of the provisions of this Clause 16.7 shall not excuse the
party against whom the claim lies from making the relevant payment.


16.8 In the event of a dispute between the Company and the User as to which
     party is liable to pay  compensation  pursuant  to Clause 16.1 or 16.2
     then in the first  instance  the Company  shall make the  compensation
     payment for the benefit of the Customer and then the dispute  shall be
     referred to the Director and shall be deemed to be a dispute which may
     be referred to the Director by either party in accordance with section
     39 of the Act and ESPR regulation 13. The rules on  "Presumptions  and
     evidence"  contained  in ESPR  regulation  16 and all  other  relevant
     provisions  of the ESPR shall be deemed to apply to any such  dispute.
     The Company shall, as soon as reasonably  practicable after the end of
     each  Quarter,  provide  the User  with a report  in  accordance  with
     Schedule 13.

17.VARIATIONS

17.1The parties acknowledge and agree the desirability of achieving and
     maintaining consistency and the absence of conflict between the
     provisions of this Agreement and each of the Relevant Instruments.
     However, the parties recognise that, due principally to the different
     functions and objectives of this Agreement and of the Relevant
     Instruments, the fact that not every Relevant Instrument binds both the
     Company and the User, and the different procedures for the variation of
     this Agreement and of the Relevant Instruments, it will not in all
     circumstances be possible to avoid inconsistency or conflict.
                                       37

<PAGE>


17.2 The parties acknowledge that the Settlement Agreement may be amended from
time to time in a manner which is likely to change the User's requirements for
the provision of Use of Distribution System. Whenever such a change occurs the
User may serve upon the Company a notice setting out the change to the
Settlement Agreement and the consequent amendments to the Agreement which it
believes are required. Upon receipt of such notice by the Company, the parties
shall negotiate in good faith the terms of any amendments. If amendments to the
Agreement have not been agreed and put into place within 14 days after the User
serves its notice proposing changes, either party shall be entitled to refer the
matter to the Director, pursuant to Condition 11F of the PES Licence. 

17.3 The  Company  may  propose amendments to this Agreement to the extent
     necessary to ensure that any change to, or the coming  into force of, any
     Relevant Instrument does not materially affect the Company's ability to
     perform, or the cost to it of performing, any of its obligations under this
     Agreement.  Any such proposal shall be in writing and shall specify:

     17.3.1  the Relevant Instrument concerned;

     17.3.2 where relevant, the nature of the change to such Relevant Instrument
            relied on by the Company;

     17.3.3 the proposed amendments to the Agreement;

     17.3.4 the reasons why the Company considers the proposed amendments to be
            within the scope of this Clause 17.3;


     17.3.5 that similar amendments shall be proposed by the Company in respect
          of  ach subsisting agreement which it has entered into in its
          Authorised Area for the provision  of Use of Distribution System
          services and which is similarly affected; and

   17.3.6 that, so far as the Company is reasonably able, taking account of
          all  relevant factors,  the amendments will result in the  lowest
          practicable increase  in  the charges  payable for the  Use  of
          Distribution  System  services having  regard  to the other  options
          available.

17.4  Unless the User serves a counter-notice  within 28 days of
      receipt of such  proposal,  such  proposed  amendment to the Agreement
      shall take  effect  upon the expiry of such 28 day  period.  Where the
      User serves a  counter-notice,  both parties  shall  negotiate in good
      faith  the  terms of any such  variation,  but if a  variation  to the
      Agreement has not been agreed and put into effect within 28 days after
      it has been proposed by the Company, either party shall be entitled to
      refer the matter to the  Director  pursuant to Condition 8D of the PES
      Licence.

17.5  For the avoidance of doubt, nothing in this Agreement shall oblige either
      party to act at any time in a manner contrary to any existing, new or
      changed Relevant Instrument.


                                       38
<PAGE>

17.6 Without prejudice to Clause 17.2 and 17.3,  either party shall at any
     time be entitled to propose  amendments to this Agreement by notice in
     writing to the other party.  The parties shall negotiate in good faith
     the terms of any such variation,  but if a variation to this Agreement
     has not been  agreed and put into  effect  within 28 days after it has
     been  proposed,  either party shall be entitled to refer the matter to
     the Director, pursuant to Condition 8D of the PES Licence.

17.7 The parties  shall give effect to any determination  made by the  Director
     pursuant to Condition 8D of the PES Licence in relation to this  Agreement.
     If the Director  determines that amendments to the Agreement are required,
     the Company shall make such amendments as have been specified by him. 17.8
     Except where this Agreement provides to the contrary, no amendment to this
     Agreement  shall be  effectiv  unless in writing  signed by both  parties.
     

18.  TERMINATION

18.1 The User may terminate this Agreement by giving the Company 3 months'
     notice in writing (or such lesser period as may be agreed between the
     parties).

18.2 The  Company  may  terminate  this  Agreement  by giving the User 3 months'
     notice in  writing  (or such  lesser  period as may be agreed  between  the
     parties) save that the Company shall not be entitled to terminate  pursuant
     to this Clause 18.2 for so long as it is required to offer terms for Use of
     Distribution System to the User pursuant to the PES Licence.


18.3 The Company may terminate this Agreement with immediate effect by notice to
     the User on or at any time if the User  shall  fail to pay  (other  than by
     inadvertent error in funds transmission which is discovered by the Company,
     notified to the User and corrected  within two Working Days thereafter) any
     amount  properly  due or  owing  from  it  pursuant  to the  terms  of this
     Agreement  and such default is  unremedied at the expiry of the period of 7
     Working Days  immediately  following  receipt by the User of written notice
     from the Company of such non-payment.

18.4 A  party  (the  "Initiating  Party")  may  terminate  this  Agreement  with
     immediate effect by notice to the other party (the "Breaching Party") on or
     at any time after the occurrence of any of the following events:


     18.4.1 the Breaching  Party being in material breach of any of the material
          terms or  conditions  of this  Agreement  and, if the breach is or was
          capable of remedy,  having  failed to remedy the breach within 30 days
          of receipt of a notice from the  Initiating  Party giving full details
          of the breach,  requiring the Breaching Party to remedy the breach and
          stating  that a  failure  to  remedy  the  breach  may  give  rise  to
          termination under this Clause 18.4.1;

     18.4.2 the Breaching  Party passing a resolution for its  winding-up, or a
          court of competent jurisdiction making an order for the winding-up or
          dissolution  of  the  Breaching  Party; 
                                       39

<PAGE>


   18.4.3 the making of an  administration  order in relation to the Breaching
          Party or the appointment of a receiver or an  administrative  receiver
          over, or an encumbrancer taking possession of or selling, the whole or
          any substantial part or parts of the Breaching Party's assets, rights,
          or revenues;

  18.4.4 the Breaching  Party making an arrangement  or composition  with its
          creditors generally or making an application to a court for protection
          from its creditors generally;

  18.4.5 the Breaching Party being unable to pay its debts within the meaning
          of Section 123 of the  Insolvency  Act 1986, but as if in that Section
          the sum of (pound)10,000 was substituted for the sum of (pound)750;

  18.4.6 without prejudice to Clause 19 a circumstance of Force Majeure which
         affects the performance by the Breaching Party of substantially all of
         its  obligations  under this  Agreement  continuing  for more than 180
         days;

  18.4.7 the Breaching Party ceasing to carry on its business  comprising (in
         the case of the User) the supply of electricity or (in the case of the
         Company) the distribution of electricity,  unless:

          (A)  such  cessation is intended to be and is temporary  and is caused
               by a circumstance of Force Majeure; or

          (B)  (for the avoidance of doubt) such cessation  involves  solely the
               assignment of rights and/or the  sub-contracting or delegation of
               obligations in accordance with the provisions of Clause 26; or

     18.4.8 any of the conditions  precedent set out in Clause 2.1 ceasing to be
          satisfied in relation to the Breaching  Party and, if the situation is
          or was capable of remedy,  the Breaching Party having failed to remedy
          the  situation  within  30  days  of  receipt  of a  notice  from  the
          Initiating  Party  giving full details of the  condition(s)  precedent
          that has ceased to be  fulfilled,  requiring  the  Breaching  Party to
          remedy  the  situation  and  stating  that a  failure  to  remedy  the
          situation may give rise to termination under this Clause 18.4.8.

     18.5Except where expressly  stated  to  the  contrary,   the  rights  and
          obligations of  the  parties  under  this   Agreement   shall  cease
          immediately upon termination of this Agreement.  However,  termination
          shall not affect any rights and  obligations  which have accrued on or
          before the date of termination.

    18.6 Clauses 1, 3.3, 6.5, 6.7, 7-10 (inclusive),  18, 20-22 (inclusive) and
          24-26 (inclusive) shall survive the termination,  for whatever reason,
          of this Agreement.

    18.7 Upon termination  of this Agreement the User shall pay to the Company
          the termination  fee set out in  Schedule  4 (if any) and where  this
          Agreement is terminated by the Company under Clause 18.3 or 18.4,  any
          reasonable costs incurred by the Company as a result of termination.

                                       40

<PAGE>



 19.     FORCE MAJEURE

 19.1    If either party (the "Affected Party") shall be unable to carry out any
         of its  obligations  under this Agreement due to any circumstance  of
         Force  Majeure  this  Agreement  shall  remain in  effect  but save as
         otherwise  provided in this Agreement both parties' obligations shall
         be suspended  without liability for the period during which the
         circumstance of Force Majeure prevails provided that:

        19.1.1  the  Affected  Party  gives  the  other  party prompt  notice
                describing  the  circumstance of Force  Majeure, including the
                nature of the occurrence  and its expected  duration and, where
                reasonably practicable, continues to furnish regular reports
                with respect thereto during the period of Force Majeure;

       19.1.2  the suspension of performance is of no greater scope and of no
               longer duration  than is required by the  circumstance  of Force
               Majeure; 19.1.3 no obligations of either party that arose before
               the circumstance  of Force  Majeure  causing the  suspension  of
               performance are excused as a result of the Force Majeure; 19.1.4
               the Affected Party uses all  reasonable  efforts to mitigate the
               impact of the circumstances  of Force  Majeure and to remedy its
               inability to perform  as  quickly  as  possible;  and  19.1.5
               immediately after the end of the circumstances of Force Majeure
               the  Affected Party  notifies  the other party in writing of the
               same and each party resumes performance of its obligations under
               this Agreement.


20. CONFIDENTIALITY RESTRICTIONS ON THE COMPANY

20.1In this Clause 20 "Confidential Information" means any information which
    the Company or any Affiliate or Related Undertaking of the Company
    either:

          20.1.1 receives from the User property under this Agreement; or

          20.1.2 holds in  respect  of a  Customer  supplied  by the User which
               information  it has  previously  acquired in its capacity as the
               operator of the  Distribution Business;  or

          20.1.3 receives from any Customer,  which,  if received from the User,
               would fall within Clause 20.1.1; or

          20.1.4 received from the Supplier in error, but which would usually be
               considered to be confidential,

          and  the provisions of this Clause 20 shall apply to such Confidential
          Information,  save where the User  notifies  or  otherwise  gives
          prior  written  agreement to the Company  that such  Confidential
          Information need not be treated as confidential.

 20.2    Where the  Company or any  Affiliate  or Related Undertaking  of the
         Company  receives or  acquires  Confidential  Information the Company
         shall (and shall  procure that such  Affiliate or Related Undertaking
         shall):
                                       41

<PAGE>


          20.2.1 not use the Confidential Information for any purpose other than
               as required or expressly  permitted  under this  Agreement or any
               other agreement entered into between the Company and the User for
               the  provision  of services by the  Distribution  Business of the
               Company;

          20.2.2 without  prejudice to Clause 20.2.1,  not use the  Confidential
               Information  in a manner  which may obtain for the Company or any
               Affiliate or Related  Undertaking of the Company (as the case may
               be) any  commercial  advantage  in the  operation  of the  Supply
               Business  or of  the  Second  Tier  Supply  Business  except,  in
               relation to the  information  falling  within Clause 20.1.2 where
               the Company supplied  electricity to the relevant Customer at the
               time the  information  was  acquired by the  Company;


          20.2.3  not  authorise   access  to  nor  disclose  any   Confidential
               Information  other  than:


               (A)  to such of the  employees of the Company or any Affiliate or
                    Related Undertaking of the Company as require to be informed
                    thereof  for  the  effective  performance  of the  Company's
                    obligations  under  this  Agreement  or any other  agreement
                    entered  into  between  the  Company  and the  User  for the
                    provision  of services by the  Distribution  Business of the
                    Company or for the effective  operation of the  Distribution
                    Business;

               (B)  to such agents, consultants,  professional or other advisors
                    and  contractors  as  require to be  informed  thereof or to
                    provide advice which is in connection  with the operation of
                    the Distribution Business;

               (C)  to the Director; or

               (D)  information  which the Company or any  Affiliate  or Related
                    Undertaking  of the Company (as the case may be) is required
                    or permitted to make  disclosure of:

                    (1)  in  compliance  with the  duties of the  Company or any
                         Affiliate or Related Undertaking of the Company (as the
                         case may be) under the Act or any other  requirement of
                         a Competent Authority;

                    (2)  in  compliance  with  the  provisions  of any  Relevant
                         Instruments; 

                    (3)  in compliance with any other requirement of law;

                    (4)  in response to a requirement  of any Stock  Exchange or
                         the  Panel  on  Takeovers  and  Mergers  or  any  other
                         regulatory  authority  (whether or not similar to those
                         bodies);  or

                    (5)  pursuant to the  arbitration  rules of the  Electricity
                         Arbitration  Association or pursuant to any judicial or
                         other   arbitral   process  or  tribunal  of  competent
                         jurisdiction;

          (E)  in the case of  information  falling  within Clause 20.1.2 to the
               person who supplied  electricity to the relevant  Customer at the
               time such information was acquired by the Company; and

                                       42

<PAGE>


          20.2.4 take all reasonable  steps to ensure that any such person as is
               referred to in sub-Clauses  20.2.3(A),  (B) and (C) above to whom
               the  Company  or any  Affiliate  or  Related  Undertaking  of the
               Company (as the case may be) discloses  Confidential  Information
               does not use that Confidential  Information for any purpose other
               than that for which it was provided  and does not  disclose  that
               Confidential  Information  otherwise than in accordance  with the
               provisions of this Clause 20.

20.3   The Company warrants that it has effected,  and undertakes that it will
       during  the  term of this  Agreement  effect  and  maintain,  all such
       registrations  as it is required to effect and maintain under the Data
       Protection  Act to enable  it  lawfully  to  perform  the  obligations
       imposed on it by this Agreement. The Company undertakes to comply with
       the Data Protection Act in the performance of this Agreement.

20.4   The User agrees that where the Company uses or discloses Confidential
       Information in accordance with this Clause 20 such Confidential
       Information need not be treated as confidential for the purposes of
       Condition 12 of the PES Licence to the extent of such use or
       disclosure.

20.5   The Company  undertakes  that,  in any case where  information  to be
       disclosed by it under this  Agreement  may lawfully be disclosed  only
       with the prior consent of the person to whom the information  relates,
       it will use its reasonable  endeavours to obtain such prior consent so
       as to enable it, or the User as the case may be,  promptly  to perform
       its obligations under this Agreement,  provided that where the consent
       of the  Customer is required to be obtained  for the  purposes of this
       Agreement, the User (and not the Company) shall have the obligation to
       obtain such consent under Clause 21.6.
 


21.  CONFIDENTIALITY RESTRICTIONS ON THE USER

21.1  In this Clause 21 "Confidential Information" means:

      21.1.1 any information (whether in writing, in disc or electronic form
             or otherwise)  which has been  properly  disclosed by the Company
             under this  Agreement but which would usually be considered to be
             confidential; and

     21.1.2  any information  which is marked as  confidential  or which is
             provided  together with a covering  letter or fax  indicating its
             confidential  nature,

     and to the extent  that any  Affiliate  or
     Related  Undertaking of the User is in possession of Confidential
     Information the User shall procure that such Affiliate or Related
     Undertaking observes the restrictions in sub-Clauses 21.2 to 21.4
     inclusive as if in each sub-clause  there was substituted for the
     User the name of the Affiliate or Related Undertaking.

21.2  The User hereby  undertakes  to the Company  that it will  preserve the
      confidentiality  of, and not directly or  indirectly  reveal,  report,
      publish,   disclose  or   transfer  or  use  for  its  own   purposes,
      Confidential Information except:

     21.2.1 in the circumstances set out in Clause 21.3;

                                       43

<PAGE>


     21.2.2 to the extent  otherwise  required or  expressly  permitted  by this
          Agreement or any other agreement  entered into between the Company and
          the User for the provision of services by the Distribution Business of
          the Company; or


     21.2.3 with the prior consent in writing of the Company.  The circumstances
          set out in this Clause 21.3 are:

     21.3.1 where the  Confidential  Information,  before it is furnished to the
          User, is in the public domain;

     21.3.2 where the Confidential  Information: 

          (A)  is acquired by the User in circumstances in which this Clause 21
               does not apply;

          (B)  is acquired by the User in  circumstances in which this Clause 21
               does   apply  and   thereafter   ceases  to  be  subject  to  the
               restrictions imposed by this Clause 21; or

          (C)  (after it is furnished to the User) enters the public domain;

               otherwise (in any such case) than as a result of (i) a breach
               by the User of its obligations in this Clause 21 or (ii) a
               breach by the person who disclosed that Confidential
               Information of that person's confidentiality obligation and
               the User is aware of such breach;

21.3.3 if the User is required or permitted to make disclosure of the
Confidential Information to any person:

               (A)  in compliance with the duties of the User under the Act or
                    any other requirement of a Competent Authority;

               (B)  in compliance with the provisions of  any Relevant
                    Instrument;

               (C)  in  compliance  with any  other  law or  regulation;  (D) in
                    response to a requirement of any Stock Exchange or the Panel
                    on Takeovers and Mergers or any other  regulatory  authority
                    (whether or not similar to those bodies); or

               (E)  pursuant  to  the  rules  of  the  Electricity   Arbitration
                    Association or pursuant to any judicial or arbitral  process
                    or  tribunal  of  competent  jurisdiction; 

     21.3.4 to  any  Affiliate or  Related  Undertaking of the  User,  to the
          employees, directors, agents, consultants and professional advisers of
          the User or any Affiliate or Related  Undertaking  of the User, and to
          any Relevant Exempt Supplier in each case on the basis set out in
          Clause 21.4; or

     21.3.5 to  the  extent  the  Confidential  Information  is  required  to be
          disclosed  by  the  User  for  the   purposes  of  providing   billing
          information to Customers.

21.4 The User shall take all reasonable  steps to ensure that any such person as
     is referred  to in Clause  21.3.4 to whom the User  discloses  confidential
     information  does not use that  confidential  information  for any  purpose
     other  than  that for  which it is  provided  and  does not  disclose  that
     confidential information otherwise than in accordance with this Clause 21.
  

                                     44

<PAGE>


21.5 The User warrants that it has effected, and undertakes that it will during
the term of this Agreement effect and maintain, all such registrations as it is
required to effect and maintain under the Data Protection Act to enable it
lawfully to perform the obligations imposed on it by this Agreement. The User
undertakes to comply with the Data Protection Act in the performance of this
Agreement.

 21.6 The User undertakes that, in any case where information to be
disclosed under this Agreement may lawfully be disclosed only with the prior
consent of the person to whom the information relates, it will use its
reasonable endeavours to obtain (where appropriate, through its Supply
Contracts) such prior consent so as to enable it, or the Company as the case may
be, promptly to perform its obligations under this Agreement.


22. DISPUTES

22.1Save where expressly stated in this Agreement to the contrary, and subject
    to any contrary provisions of the Act, any licence issued pursuant to
    the Act or the Regulations (or any other regulations made under Section
    29 of the Act), or the rights, powers, duties and obligations of the
    Director or the Secretary of State under the Act, any such licence or
    otherwise howsoever, any dispute or difference of whatever nature
    howsoever arising under out of or in connection with this Agreement
    between the parties shall be and is hereby referred to arbitration
    pursuant to the arbitration rules of the Electricity Arbitration
    Association in force from time to time.

22.2 Whatever the nationality, residence, or domicile of either party and
wherever the dispute or difference or any part thereof arose, the law of England
shall be the proper law of any reference to arbitration hereunder and in
particular (but not so as to derogate from the generality of the foregoing) the
seat of any such arbitration shall be England or Wales and the provisions of the
Arbitration Act 1996 shall apply to any such arbitration wherever the same or
any part of it shall be conducted.


 22.3 Subject always to Clause 22.5, if any
consumer of electricity (the "consumer") brings any legal proceedings in any
court against any party (the "defendant party") and the defendant party wishes
to make a third party claim (as defined in Clause 22.4) against the other party
which would but for this Clause 22.3 have been a dispute or difference referred
to arbitration by virtue of Clause 22.1 then, notwithstanding the provisions of
Clause 22.1 which shall not apply and in lieu of arbitration the court in which
the legal proceedings have been commenced shall hear and completely determine
and adjudicate upon the legal proceedings and the third party claim not only
between the consumer and the defendant party but also between either or both of
them and the other party whether by way of third party proceedings or otherwise
as may be ordered by the court.


 22.4 For the purpose of this Clause 22 "third party claim" shall mean:


     22.4.1 any claim by a defendant  party against the other party  (whether or
          not already a party to the legal  proceedings) for any contribution or
          indemnity; or

                                       45

<PAGE>


     22.4.2 any claim by a  defendant  party  against  the  other  party for any
          relief or remedy  relating to or connected  with the subject matter of
          the legal  proceedings  and  substantially  the same as some relief or
          remedy  claimed  by the  consumer;  or

     22.4.3 any  requirement  by a  defendant  party that any  question or issue
          relating  to or  connected  with  the  subject  matter  of  the  legal
          proceedings  should be determined not only as between the consumer and
          the defendant party but also as between either or both of them and the
          other party (whether or not already a party to the legal proceedings).



22.5   Clause 22.3 shall apply only if at the time the legal proceedings are
       commenced no  arbitration  has been  commenced  between the defendant
       party  and  the  other  party  raising  or involving  the same  or
       substantially the same issues as would be raised by or involved in the
       third party  claim.  The  tribunal in any  arbitration which has been
       commenced  prior  to  the  commencement of  legal proceedings  shall
       determine  the question,  in the event of dispute,  whether the issues
       raised or involved are the same or substantially the same.

23.  RESTRICTIVE TRADE PRACTICES ACT

23.1 To the extent that any provision of this Agreement or of any arrangement
     of which it forms part constitutes a restriction or information
     provision within the meaning of the Restrictive Trade Practices Act
     1976 (the "RTPA") so as to render this Agreement or arrangement (as the
     case may be) registrable under the RTPA, no such restriction or
     information provision shall take effect until the earlier of:

     23.1.1 the day after particulars of this Agreement or that arrangement have
          been  furnished to the Director  General of Fair Trading in accordance
          with the RTPA; or

     23.1.2 the day after the  Secretary  of State  for Trade and  Industry  has
          granted an exemption  pursuant to Section 100 of the Act in respect of
          this Agreement or that arrangement. MISCELLANEOUS

24.1  Entire Agreement

     24.1.1 This  Agreement and any document  referred to herein  represents the
          entire understanding, and constitutes the whole agreement, in relation
          to its subject matter and supersedes  any previous  agreement  between
          the  parties  with  respect  thereto  and  without  prejudice  to  the
          generality of the foregoing excludes any warranty,  condition or other
          undertaking implied at law or by custom.

     24.1.2 Each party confirms  that,  except as provided in this Agreement and
          without  prejudice to any liability for fraudulent  misrepresentation,
          no party has relied on any  representation,  warranty  or  undertaking
          which is not contained in this  Agreement or any document  referred to
          herein.

24.2     Severability

         If any provision of this Agreement shall be held to be invalid or
         unenforceable by a judgement or decision of any court of competent
        
                                       46
<PAGE>

         jurisdiction or any authority (including the Director) whose decisions
         shall be binding on the parties, the same shall be deemed severable and
         the remainder of this Agreement shall remain valid and enforceable to
         the fullest extent permitted by law. In any such case, the parties will
         negotiate in good faith with a view to agreeing one or more provisions
         which may be substituted for such invalid or unenforceable provision in
         order to give effect, so far as practicable, to the spirit of this
         Agreement.

24.3     Waivers

         The failure by any party to exercise, or the delay by any party in
         exercising any right, power, privilege or remedy provided under this
         Agreement or the Distribution Code or by law shall not constitute a
         waiver thereof nor any other right, power, privilege or remedy. No
         single or partial exercise of any such right, power, privilege or
         remedy shall preclude any future exercise thereof or the exercise of
         any other right, power, privilege or remedy.

24.4     Data Transfer

         24.4.1 Any notice, request or other communication shall be sent by the
         means  (if any)  indicated  in  Schedule  10 and  shall  have the
         content (if any)  indicated in Schedule 10 and where  Schedule 10
         specifies a Data Transfer Catalogue  reference number in relation
         to any  notice,  request  or other  communication,  such  notice,
         request or communication shall be sent in the format and with the
         content  described  under  such  reference  in the Data  Transfer
         Catalogue, as amended from time to time.

         24.4.2 Where this  Agreement  requires  any  notice,  request or other
         communication  to be sent  via the  Data  Transfer  Network,  the
         relevant  message  shall be addressed to the  appropriate  Market
         Domain I.D. as follows:

               (A)  if to the Company, [insert appropriate M.D.I.D];

               (B)  if to the User, [insert appropriate M.D.I.D].

         24.4.3 Where this  Agreement requires  any  notice,  request or other
               communication to be sent via the Data Transfer Network, the party
               sending the relevant  message shall be responsible for ensuring
               that it reaches the relevant Gateway within any time period laid
               down in this Agreement for the provision of such notice, request
               or  communication (and any such message shall be deemed received
               by the  recipient  at the point in time it is  delivered to such
               Gateway). Provided that the party sending a message shall have no
               obligation  to ensure  receipt where the intended  recipient has
               failed,  contrary  to the Data Transfer Service  Agreement,  to
               remove or process all messages delivered  to its Gateway and to
               ensure that such  messages  are made  available  to its internal
               systems as  expeditiously as possible so that the Gateway is able
               to continue to process incoming and outgoing messages.

         24.4.4 If the  Data  Transfer  Network  or any  relevant  part of such
               network is at any time for any reason unavailable for the sending
               of  messages  between  the  parties,  then during the period of
               unavailability:
                                       47

<PAGE>


               (A)  the  parties  shall use  any means  reasonable  in  the
                    circumstances  to  send  any   notice,  request  or  other
                    communication that this Agreement would otherwise require to
                    be sent via the Data Transfer Network;

               (B)  where  other  means  are  used  in  accordance  with  Clause
                    24.4.4(A),  the parties  shall be relieved  from any service
                    levels set out in this  Agreement  relating to any  affected
                    notice, request or other communication (except to the extent
                    that  this  Agreement  expressly  provides  for  alternative
                    service  levels in such  circumstances)  but shall use their
                    reasonable endeavours to send such notice,  request or other
                    communication as soon as reasonably practicable; and

               (C)  to the extent that no such other means are practicable given
                    the  nature  of  the   communication   and  the  surrounding
                    circumstances,  such  unavailability  of the  Data  Transfer
                    Network  shall be  deemed  (to the  extent  not  caused by a
                    breach  by  either  party  of  the  Data  Transfer   Service
                    Agreement) to constitute a circumstance of Force Majeure for
                    the purposes of this Agreement.



     24.4.5 Where  either  party,  in breach  of its  obligations  under  Clause
          24.4.3, fails to deliver any notice, request or other communication to
          the  recipient's  Gateway and such failure occurs for reasons  outside
          that  party's  direct  control,  the  breaching  party  shall  have no
          liability to the other under this  Agreement in respect of that breach
          and the parties  shall rely  instead upon the  provisions  of the Data
          Transfer Service Agreement.

24.5 Notices

     24.5.1 Save as provided in Clause  13.4,  Clause 24.4 and  Schedule 11, any
          notice,  request or other communication to be made by one party to the
          other under or in connection  with this Agreement  shall be in writing
          and shall be delivered personally or sent by first class post, courier
          or fax to that other party (marked for the  attention of  Distribution
          Support Services Manager as follows:

     (A)  if to the Company, to:

          Address: 800 Park Avenue, Aztec West, Almondsbury, Bristol,  
                  BS32 4SE   Fax:  01454 452282

     (B)  if to the User, to:

                  Address:

                  Fax:

                  or to any such other persons, addresses or fax numbers as may
                  from time to time be notified by one party to the other.

     24.5.2 Unless  otherwise  stated in this  Agreement, a notice,  request or
          other  communication sent in accordance with Clauses 13.4, 24.5.1 and
          paragraph 11.1 of Schedule 11 shall be deemed received:
  
                                     48

<PAGE>


          (A)  if  delivered  personally when left at the  address  referred to
               above;

          (B)  if sent by post 3 Working Days after the date of posting; and

          (C)  if sent by fax, upon  production  by the sender's  equipment of a
               transmission  report  indicating that the fax was sent to the fax
               number  of  the  recipient  in  full  without  error.

24.6  Millennium Compliance

      NOTE:  This issue is outstanding.

25.   GOVERNING LAW

25.1  This Agreement is governed by, and shall be construed in accordance with
      English law.

25.2 Each party agrees that without  preventing  any other mode of service,  any
     document in an action  (including any writ of summons or other  originating
     process or any third or other  party  notice) may be served on any party by
     being  delivered  to or left for that party at its  address  for service of
     notices  under Clause 24.5 and each party  undertakes  to maintain  such an
     address at all times in the United Kingdom and to notify the other party in
     advance of any change from time to time of the  details of such  address in
     the manner prescribed in Clause 24.5.

26.  ASSIGNMENT AND SUB-CONTRACTING

26.1 Neither  party  shall  assign  any of its rights  under this  Agreement
    without the prior written consent of the other party, such consent not
    to be unreasonably withheld.

26.2 Either party may  sub-contract or delegate the performance of all or any of
     its obligations under this Agreement including  activities envisaged by the
     Distribution  Code to any  appropriately  qualified and  experienced  third
     party,  but shall at all times remain liable to the other party in relation
     to all sub-contracted or delegated obligations.


27. COUNTERPARTS

    This Agreement may be executed in any number of counterparts each of
    which when executed and delivered shall be an original, but all the
    counterparts together shall constitute the same document.

IN WITNESS WHEREOF this Agreement has been executed the day and year first above
written.

                                       49

<PAGE>


                                   SCHEDULE 1



                                      Cover



1.1      Provision of Cover

         The User shall provide Cover from time to time in accordance with the
         following provisions:

         1.1.1    the User shall not later than the date of this Agreement or 13
                  days before Controlled Market Start-up in the Authorised Area
                  (whichever is later) deliver to the Company evidence
                  reasonably satisfactory to it that:

                  (i)      it presently holds an Approved Credit Rating; or

                  (ii)     it has provided and is not in default under the Cover
                           obligations referred to in paragraph 1.1.2 below;

         1.1.2    If the User does not hold or ceases to hold an Approved Credit
                  Rating it shall, not later than the later of the date of this
                  Agreement or 13 days before Controlled Market Start-up in the
                  Authorised Area, or the date upon which it ceases to have an
                  Approved Credit Rating:


                    (A)  deliver to the Company a Qualifying Guarantee in a form
                         agreed  between  the parties in such amount as shall be
                         notified by the Company to the User in accordance  with
                         paragraph  2; or

                    (B)  deliver  to the  Company a Letter of Credit  (available
                         for an  initial  period of not less  than 6 months)  in
                         such  amount as shall be notified by the Company to the
                         User in accordance with paragraph 2; and/or

                    (C)  place such  amounts  in the Escrow  Account as shall be
                         notified by the Company in accordance with paragraph 2.
                        

     1.2  Maintenance of Cover

         Where the User is required to provide Cover in accordance with the
         terms of paragraph 1.1, it shall at all times thereafter maintain an
         Amount equal to or more than the Cover applicable to it. Immediately
         upon any reduction occurring in the Amount provided by the User or any
         Letter of Credit or Qualifying Guarantee being for any reason drawn
         down or demanded respectively, the User will procure that new Letter of
         Credit or Qualifying Guarantees are issued or cash is placed in the
         Escrow Account in an amount required to restore the Amount to an amount
         at least equal to the Cover applicable to the User, and in such
         proportions of Letters of Credit, Qualifying Guarantees and/or cash as
         the User may determine. Not later than 10 Working Days before any
         outstanding Letter of Credit and/or Qualifying Guarantee is due to
         expire, the User shall procure to the satisfaction of the Company that
         its required Amount will be available for a further period of not less
         than 6 months which may be done in one of the following ways:
                                       50

<PAGE>


         1.2.1    subject to the issuing bank continuing to have the credit
                  rating set out in the definition of Letter of Credit, provide
                  the Company with confirmation from the issuing bank that the
                  validity of the Letter of Credit has been extended for a
                  period of not less than 6 months on the same terms and
                  otherwise for such amount as is required by this Schedule 1;
                  or

         1.2.2    provide the Company with a new Letter of Credit issued by an
                  issuing bank with an Approved Credit Rating for an amount at
                  least equal to the required Amount applicable to it (less its
                  balance on the Escrow Account) which Letter of Credit shall be
                  available for a period of not less than 6 months; or

         1.2.3    subject to the entity issuing the Qualifying Guarantee
                  continuing to have an Approved Credit Rating provide the
                  Company with confirmation from the issuing entity that the
                  validity of the Qualifying Guarantee has been extended for a
                  period of not less than 6 months on the same terms and
                  otherwise for such amount as is required by this Schedule 1;
                  or

         1.2.4    provide the Company with a new Qualifying Guarantee for an
                  amount at least equal to the required Amount applicable to it
                  (less its balance on the Escrow Account) which Qualifying
                  Guarantee shall be available for a period of not less than 6
                  months; or

        1.2.5     place such  amount in the  Escrow  Account  of an amount as
                  shall ensure that the credit balance  applicable to the User
                  and placed in the Escrow  Account shall be at least equal to
                  the  required  Amount.
 1.3  Failure  to supply or  maintain Cover
      If the User fails at any time to  provide or  maintain
      Cover to the  satisfaction of the Company in accordance with
      the  provisions  of this  Schedule 1, the Company may at any
      time while such default  continues,  and if at such time any
      Letter of Credit and/or Qualifying Guarantee forming part of
      the  Cover  is  due  to  expire  within  nine  Working  Days
      immediately,  and without notice to the User, demand payment
      of the  entire  amount of any  outstanding  Letter of Credit
      and/or Qualifying  Guarantee and shall place the proceeds of
      the  Letter of Credit  and/or  Qualifying  Guarantee  to the
      Escrow Account.

1.4      Substitute Letter of Credit or Qualifying Guarantee

         1.4.1    If the bank issuing the User's Letter of Credit ceases to have
                  the credit rating set out in the definition of Letter of
                  Credit such User shall forthwith procure the issue of a
                  substitute Letter of Credit by a bank that has such a credit
                  rating or a Qualifying Guarantee or place cash in the Escrow
                  Account.

         1.4.2    If the entity providing the User's Qualifying Guarantee ceases
                  to have an Approved Credit Rating the User shall forthwith
                  procure a replacement Qualifying Guarantee from an entity with
                  such a credit rating or a Letter of Credit or place cash in
                  the Escrow Account.
                                       51
<PAGE>


2.       Credit Monitoring

2.1      Determination of Cover

         The amount of Cover which the User shall be required to maintain shall
         be determined from time to time by the Company in accordance with this
         Schedule 1 on the basis of the criteria set out in paragraph 2.2, and
         shall be notified to the User.

2.2      Criteria for the provision of Cover

         If paragraph 1.1.2 applies, the amount of Cover required to be provided
         by the User is the greater of an amount to be reasonably assessed by
         the Company as the aggregate amount reasonably anticipated by the
         Company as being payable by the User in respect of Use of System
         Charges referred to in this Agreement over a 60 day period and
         (pound)1,000.

2.3      Six Monthly Variation

         In respect of paragraph 2.2, the Company shall calculate the amount for
         the two six month periods commencing 1st April and 1st October in each
         year and shall advise the User accordingly.

2.4      Increase or Decrease of Cover

         If, after considering any representation which may be made by the User,
         the Company reasonably determines that the User's Cover should be
         increased or decreased, it shall so notify the User. If the Company so
         determines that such Cover should be decreased and the User consents
         then that reduction shall take place. The Company shall consent to an
         appropriate reduction in the available amount of any outstanding
         Qualifying Guarantee or Letter of Credit and/or shall subject to
         paragraph 5.1 permit such part of the deposit held in the Escrow
         Account to be released to the User as is sufficient to reduce the
         User's Amount to the level of Cover applicable to it. If the Company so
         determines that the User's Cover should be increased, the User shall,
         within five Working Days of notice as aforesaid, procure an additional
         or replacement Qualifying Guarantee or Letter of Credit or place cash
         in the Escrow Account in an amount sufficient to increase its Amount so
         as to be at least equal to the new level of Cover applicable to it.

2.5      Notification in respect of Cover

         The Company shall notify the User promptly if:

         2.5.1    the User fails to provide, maintain, extend or renew a
                  Qualifying Guarantee or a Letter of Credit which it is
                  required to provide, maintain, extend or renew pursuant to
                  paragraphs 1 or 2; or

         2.5.2    the Company shall make a demand under any such Qualifying
                  Guarantee or a call under a Letter of Credit; or

         2.5.3    the Company becomes aware that the User (a) shall cease to
                  have an Approved Credit Rating, or (b) shall be placed on
                  credit watch by the relevant credit rating agency (or becomes
                  subject to an equivalent procedure) which in any case casts
                  doubt on the User's retaining an Approved Credit Rating; or

                                       52
<PAGE>


         2.5.4    the Company becomes aware that any bank that has issued a
                  Letter of Credit which has not expired shall cease to have the
                  credit rating required by this Schedule 1; or

         2.5.5    the Company becomes aware that any entity providing a
                  Qualifying Guarantee which has not expired shall cease to have
                  an Approved Credit Rating.

         Provided always that the failure by the Company to notify the User
         pursuant to this paragraph 2.5 shall not relieve the User of its
         obligations under and in accordance with the terms of this Schedule 1.

2.6      Release from Cover Obligations

         Upon the termination of this Agreement and provided that all amounts
         owed by the User in respect of the Use of System Charges and any
         other amount owed by the User under the Agreement have been duly
         and finally paid including  interest,  the User shall be released
         from the  obligation  to  maintain  Cover and the  Company  shall
         consent to the revocation of any outstanding Qualifying Guarantee
         or Letter of Credit and the User shall be  entitled  to  withdraw
         the balance (including interest credited thereto) standing to the
         credit of the User on the Escrow Account at that date. 

3.       Payment Default

         If, by 12:30 hours on any Payment Date the Company has been notified by
         the User or it otherwise has reason to believe that the User will not
         have remitted to it by close of banking business on the Payment Date
         all or any part ("the amount in default") of any amount which has been
         notified by the Company to the User as being payable by the User by way
         of the Use of System Charges on the relevant Payment Date or any other
         amounts owing under this Agreement except for the disputed amount of a
         Designated Dispute (as defined in Schedule 6), then the Company shall
         be entitled to act in accordance with the following provisions (or
         whichever of them shall apply) in the order in which they appear until
         the Company is satisfied that the User has discharged its obligations
         in respect of the Use of System Charges or such other amounts under
         this Agreement which are payable in respect of the relevant account:

         (a)      the Company, to the extent that the User is entitled to
                  receive payment from the Company pursuant to this Agreement
                  (unless it reasonably believes that such set-off shall be
                  unlawful), shall be entitled to set off the amount of such
                  entitlement against the amount in default;

         (b)      the amount of funds then standing to the credit of the Escrow
                  Account to the extent that it represents Cover provided by the
                  User in accordance with paragraph 1.2.2 shall be released to
                  the Company and set-off against the amounts unpaid by the User
                  and for that purpose the Company shall be entitled to place
                  such funds in any account of the Company at its sole
                  discretion and shall notify the User accordingly;

         (c)      the Company may demand payment under any outstanding Letter of
                  Credit supplied by the User in a sum not exceeding the amount
                  of the Cover;

                                       53
<PAGE>


         (d)      the Company may demand payment under any outstanding
                  Qualifying Guarantee provided for the benefit of the User
                  pursuant to paragraph 1.2.3.

4.       Utilisation of Funds

         In addition to the provisions of paragraph 3 above, if the Company
         serves a notice of termination under the terms of Clause 18 of the
         Agreement then the Company shall be entitled to demand payment of any
         of the Use of System Charges and any other amounts owing by the User
         under the Agreement which are outstanding whether or not the Payment
         Date in respect of them shall have passed and:

         (i)      to make demand under any outstanding Qualifying Guarantee or a
                  call under any outstanding Letter of Credit supplied by the
                  User; and

         (ii)     the funds in the Escrow Account to the extent that they
                  represent Cover provided by the User shall be released to the
                  Company and set-off against the Use of System Charges and any
                  other amount owing by the User under the Agreement unpaid by
                  the User and for that purpose the Company shall be entitled to
                  place any such amount released to it from the Escrow Account
                  to any account of the Company as it shall in its sole
                  discretion think fit.

5.       User's Right to Withdraw Funds
5.1      If the User is not in default in respect of any amount owed to the
         Company in respect of the Use of System Charges or any other amount
         owing by the User under the Agreement, the Company shall permit the
         release to such User within a reasonable time after such User's written
         request therefor any amount of cash provided by the User by way of
         Cover which exceeds the amount which such User is required to provide
         in accordance with paragraph 1 of this Schedule 1.

5.2      Interest (at a rate to be agreed by the User with the Bank) on the
         amount deposited in the Escrow Account shall accrue for the benefit of
         the User and be compounded quarterly.

6.       No Security

         For the  avoidance  of  doubt,  nothing  in this  Schedule  1 will be
         effective to create a charge or other security interest.

7.       Disputes

         The parties shall attempt to resolve in good faith any dispute in
         relation to this Schedule 1. Where the dispute remains unresolved after
         14 days either party may refer the dispute to the Director for
         determination. Any determination by the Director shall be final and
         binding

8.       Definitions

         In this Schedule 1, except where the context otherwise requires, the
         following expressions shall have the meanings set opposite them:

         "Amount"  means  the  aggregate  of  available  amounts  of  each
                   outstanding  Letter of Credit and Qualifying  Guarantee plus
        


                                       54
<PAGE>

                  the  principal  amount  (if  any) of cash  that the User has
                  placed in the Escrow Account (and which has not be repaid to
                  the User or withdrawn by the Company in accordance with this
                  Schedule 1); for the purpose of this definition, in relation
                  to a Letter  of  Credit  "available  amount"  means the face
                  amount  thereof less (i) payments already
                  made  thereunder and (ii) claims made thereunder but not yet
                  paid.

          "Approved Credit  Rating"  means a short-term  debt rating of not less
           than the rating set out in Part [ ] of the  Settlement  Agreement
           as amended from time to time.

          Cover" means the  aggregate  amount for the time being  which the User
          shall be  required  by the  Company to provide  and  maintain  in
          accordance with this Schedule 1.

          "Escrow Account" a separately  designated  bank account in the name of
           the User at such  branch of  Barclays  Bank PLC or such branch of
           any other  bank,  in the City of  Bristol  as the  Company  shall
           specify  (the "Bank") (on terms to be approved by the Company and
           which  provide,  inter  alia,  that the funds  held in the Escrow
           Account  may be  released  by the  Bank  to  the  Company  in the
           circumstances  envisaged in paragraphs 3 and 4 of this Schedule 1
           with the right to direct  payments  from the  Escrow  Account  in
           favour  only  of  the  Company  until  the  events  specified  in
           paragraph 2.6 have occurred) to which all deposits required to be
           made by the User pursuant to Schedule 1 of this  Agreement  shall
           be placed  provided that such proceeds are not to be withdrawn by
           the User save in accordance with the terms of this Schedule 1.

          "Letter of Credit" means an unconditional irrevocable standby letter
          of  credit  in such  other  form as the  Company  may  reasonably
          approve  issued for the account of the User in sterling in favour
          of the Company,  allowing for partial  drawings and providing for
          the  payment  to the  Company  forthwith  on demand by any United
          Kingdom  clearing bank or any other bank which in each case has a
          long term debt rating of not less than single "A" by Standard and
          Poor's  Corporation  or by Moody's  Investors  Services,  or such
          other  bank  as the  Company  may  approve  and  which  shall  be
          available for payment at a branch of the issuing  bank. 


                                       55

<PAGE>

          "Payment Date"  means the date for  payment of any  Initial Account,
          Reconciliation  Account or other  account  submitted  to the User
          pursuant to this Agreement.

          "Qualifying  Guarantee" means a guarantee in favour of the Company and
           in such form as may be agreed  between  the  Company and the User
           and which is provided by an entity which holds an Approved Credit
           Rating.
          
                                       56

<PAGE>


                                   SCHEDULE 2

                       Mandatory Term for Supply Contract



I agree that, by entering into this contract with my supplier, I am also
entering into a Standard Connection Agreement (the terms of which my supplier
has made known to me) with my local network operator.

                                       57

<PAGE>



                                   SCHEDULE 3



                              Use of System Charges





         Please see following schedule.

<PAGE>


                                       58


Supercustomer DUoS Charges Look-Up Table

TABLE 1
<TABLE>
<CAPTION>
<S>        <C>              <C>                     <C>       <C>                 <C>           <C>                    <C>
-----------------------------------------------------------------------------------------------------------------------------------
LLF        Valid Profile     Meter Timeswitch       LAF       Standard Settlement  Special      General                DUoS  Tariff

 010             1            500,501,801,802        LLC            393                          Domestic                   10

 020             1            835,587                LLC            393                          Key Meter Domestic         20

 020             1            49,50,560,561          LLC            243                          Key Meter Domestic         20

 030             2            573,580,807,808        LLC            244                          Economy 7                  30

 030             2            31,541                 LLC            176                          Economy 7                  30

 030             2            32,542                 LLC            177                          Economy 7                  30

 030             2            33,543                 LLC            178                          Economy 7                  30

 030             2            34,544                 LLC            179                          Economy 7                  30

 030             2            35,545                 LLC            180                          Economy 7                  30

 030             2            35,546                 LLC            181                          Economy 7                  30

 030             2            37,547                 LLC            182                          Economy 7                  30

 030             2            38,548                 LLC            183                          Economy 7                  30
 
 030             2            39,549                 LLC            184                          Economy 7                  30

 030             2            47,584                 LLC            432                          Economy 7                  30

 030             2            40,550                 LLC            185                          Economy 7                  30

 030             2            41,551                 LLC            186                          Economy 7                  30

 040             2            42,552                 LLC            244                          Key Meter Economy 7        40

 050             2            536                    LLC            128                          Domestic Seasonal          50

 050             2            54,58,566,570          LLC            436                          Domestic Seasonal          50

 051             2            537                    LLC            342                          Domestic Seasonal Contr
                                                                                                 Night                      51

 060             2            557                    LLC            334                          3 Rate Heating             60

 060             2            53,57,565,569          LLC            435                          3 Rate Heating             60

 061             2            558                    LLC            343                          3 Rate Heating Contr Night 61

 070             2            558,576,820,821        LLC            261           Preserved      White Meter                70

 070             2            51,575                 LLC            427           Preserved      White Meter                70


</TABLE>

                                       59

<PAGE>
<TABLE>
<CAPTION>
<S>     <C>               <C>                      <C>       <C>               <C>              <C>                 <C>
LLF      Valid Profile     Meter Timeswitch         LAF    Standard Settlemen     Special        General              DUoS Tariff
Class      Class              Code                  Type     Configuration      Conditions       Description             Code     
----------------------------------------------------------------------------------------------------------------------------------
 110           3          500,501,801,802          LLC            393                             Small Non Domestic         110

 120           3          835,587                  LLC            393                             Key Meter Small Non Dom    120

 120           3          49,50,560,561            LLC            243                             Key Meter Small Non Dom    120

 130           3          500,501,801,802          LLC            393           Preserved         Small Non Domestic         110

 140           3          835,587                  LLC            393           Preserved         Key Meter Small Non Dom.   120

 140           3          49,50,560,561            LLC            243           Preserved         Key Meter Small Non Dom.   120

 210           4          573,580,807,808          LLC            244                             Small Non Domestic E7      210

 210           4          31,541                   LLC            176                             Small Non Domestic E7      210

 210           4          32,542                   LLC            177                             Small Non Domestic E7      210

 210           4          33,543                   LLC            178                             Small Non Domestic E7      210

 210           4          34,544                   LLC            179                             Small Non Domestic E7      210

 210           4          35,545                   LLC            180                             Small Non Domestic E7      210

 210           4          36,546                   LLC            181                             Small Non Domestic E7      210

 210           4          37,547                   LLC            182                             Small Non Domestic E7      210

 210           4          38,548                   LLC            183                             Small Non Domestic E7      210

 210           4          39,549                   LLC            184                             Small Non Domestic E7      210

 210           4          47,584                   LLC            432                             Small Non Domestic E7      210

 210           4          40,550                   LLC            185                             Small Non Domestic E7      210

 210           4          41,551                   LLC            186                             Small Non Domestic E7      210

 210           4          564,579,803,804          LLC            154                             Small Non Domestic E7      210

 220           4          42,552                   LLC            244                             Key Meter Small Non Dom E7 220

 230           4          573,580,807,808          LLC            244           Preserved         Small Non Domestic E7      210

 230           4          31,541                   LLC            176           Preserved         Small Non Domestic E7      210

 230           4          32,542                   LLC            177           Preserved         Small Non Domestic E7      210

 230           4          33,543                   LLC            178           Preserved         Small Non Domestic E7      210

 230           4          34,544                   LLC            179           Preserved         Small Non Domestic E7      210
</TABLE>


                                       60

<PAGE>
<TABLE>
<CAPTION>
<S>     <C>               <C>                 <C>    <C>                     <C>           <C>                       <C>
LLF      Valid Profile     Meter Timeswitch    LAF     Standard Settlement   Special               General             DUoS Tariff
Class        Class             Code            Type     Configuration       Conditions            Description              Code
----------------------------------------------------------------------------------------------------------------------------------
 230           4          35,545               LLC         180            Preserved         Small Non Domestic E7             210

 230           4          36,546               LLC         181            Preserved         Small Non Domestic E7             210

 230           4          37,547               LLC         182            Preserved         Small Non Domestic E7             210

 230           4          38,548               LLC         183            Preserved         Small Non Domestic E7             210

 230           4          39,549               LLC         184            Preserved         Small Non Domestic E7             210

 230           4          47,584               LLC         432            Preserved         Small Non Domestic E7             210

 230           4          40,550               LLC         185            Preserved         Small Non Domestic E7             210

 230           4          41,551               LLC         186            Preserved         Small Non Domestic E7             210

 230           4          564,579,803,804      LLC         154            Preserved         Small Non Domestic E7             210

 240           4          42,552               LLC         244            Preserved         Key Meter Small Non Domestic E7   220

 250           4          536                  LLC         128                              Non Domestic Seasonal             250

 250           4          54,58,566,570        LLC         436                              Non Domestic Seasonal             250

 251           4          537                  LLC         342                              Non Domestic Seasonal Contr Nht   251

 260           4          536                  LLC         128            Preserved         Non Domestic Seasonal             250

 260           4          54,58,566,570        LLC         436            Preserved         Non Domestic Seasonal             250

 261           4          537                  LLC         342            Preserved         Non Domestic Seasonal Contr Nht   251

 270           3          46,556               LLC         319            Preserved         Day and Night Tariff              270

 280           4          56,60,568,572        LLC         246                              E7 Day & Night Tariff             280

 280           4          562                  LLC         344                              E7 Day & Night Tariff             280

 281           4          563                  LLC         345                              E7 D & N Tariff Contr Nght        281

 310           3          500,501,801,802      LLC         393                              Small Non Domestic                110

 320           3          500,501,801,802      LLC         393            Preserved         Small Non Domestic                110

 330           4          573,580,807,808      LLC         244                              Small Non Domestic E7             210

 330           4          31,541               LLC         176                              Small Non Domestic E7             210

 330           4          32,542               LLC         177                              Small Non Domestic E7             210

 330           4          33,543               LLC         178                              Small Non Domestic E7             210


</TABLE>
                                       61


<PAGE>
<TABLE>
<CAPTION>
<S>     <C>              <C>              <C>        <C>                   <C>                <C>                  <C>


LLF      Valid Profile    Meter            LAF        Standard Settlement    Special            General                DUoS Tariff
Class        Class       Timeswitch Code   Type          Configuration       Conditions         Description            Cod210e

 330           4          34,544             LLC          179                               Small Non Domestic E7            210

 330           4          35,545             LLC          180                               Small Non Domestic E7            210


 330           4          36,546             LLC          181                               Small Non Domestic E7            210


 330           4          37,547             LLC          182                               Small Non Domestic E7            210

330           4          38,548              LLC          183                               Small Non Domestic E7            210


 330           4          39,549             LLC          184                               Small Non Domestic E7            210


 330           4          47,584             LLC          432                               Small Non Domestic E7            210


 330           4          40,550             LLC          185                               Small Non Domestic E7            210


 330           4          41,551             LLC          186                               Small Non Domestic E7            210



 330           4          564,579,803,804    LLC          154                               Small Non Domestic E7            210

 340           4          573,580,807,808    LLC          244                               Small Non Domestic E7            210

 340           4          31,541             LLC          176                               Small Non Domestic E7            210

 340           4          32,542             LLC          177                               Small Non Domestic E7            210

 340           4          33,543             LLC          178                               Small Non Domestic E7            210

 340           4          34,544             LLC          179                               Small Non Domestic E7            210

 340           4          35,545             LLC          180                               Small Non Domestic E7            210

 340           4          36,546             LLC          181                               Small Non Domestic E7            210

 340           4          37,547             LLC          182                               Small Non Domestic E7            210

 340           4          38,548             LLC          183                               Small Non Domestic E7            210

 340           4          39,549             LLC          184                               Small Non Domestic E7            210

 340           4          47,584             LLC          432                               Small Non Domestic E7            210

 340           4          40,550             LLC          185                               Small Non Domestic E7            210

 340           4          41,551             LLC          186                               Small Non Domestic E7            210

 340           4          564,579,803,804    LLC          154                               Small Non Domestic E7            210

 350           4          576,582,820,821    LLC          261                Preserved      Small Non Domestic (8hr)         350

 350           4          51,575             LLC          427                Preserved      Small Non Domestic (8hr)         350

 410        2 or 4        577,583,824,825    LLC          270                Preserved      Off Peak Night only (8hrs)       410
</TABLE>

                                       62


<PAGE>

  <TABLE>
  <CAPTION>
  <S>     <C>                  <C>              <C>       <C>                    <C>             <C>                  <C>
  LLF      Valid Profile        Meter            AF         Standard Settlement    Special        General              DUoS Tariff
  Class        Class         Timeswitch  Code   Type          Configuration       Conditions      Description             Cod210e

 410        2 or 4        45,555                 LLC           268              Preserved     Off Peak Night only (8hrs)     410

 410        2 or 4        44,554                 LLC           265              Preserved     Off Peak Night only (8hrs)     410

 410        2 or 4        55,567                 LLC           62               Preserved     Off Peak Night only (8hrs)     410

 415        2 or 4        577,583,824,825        LLC           270              Preserved     Off Peak Night only (8hrs)     410

 415        2 or 4        45,555                 LLC           268              Preserved     Off Peak Night only (8hrs)     410

 415        2 or 4        44,554                 LLC           265              Preserved     Off Peak Night only (8hrs)     410

 415        2 or 4        55,567                 LLC           62               Preserved     Off Peak Night only (8hrs)     410

 420        2 or 4        21,530                 LLC           73               Preserved     Off Peak Bi                    420

 420        2 or 4        20,529                 LLC           67               Preserved     Off Peak Bi                    420

 425        2 or 4        21,530                 LLC           73               Preserved     Off Peak Bi                    420

 425        2 or 4        20,529                 LLC           67               Preserved     Off Peak Bi                    420

 430        2 or 4        574,581,818,819        LLC           251              Preserved     Off Peak (7hrs)                430

 430        2 or 4        573,580,807,808        LLC           447              Preserved     Off Peak (7hrs)                430

 430        2 or 4        43,553                 LLC           252              Preserved     Off Peak (7hrs)                430

 430        2 or 4        48,585                 LLC           148              Preserved     Off Peak (7hrs)                430

 430        2 or 4        52,586                 LLC           312              Preserved     Off Peak (7hrs)                430

 435        2 or 4        574,581,818,819        LLC           251              Preserved     Off Peak (7hrs)                430

 435        2 or 4        43,553                 LLC           252              Preserved     Off Peak (7hrs)                430

 435        2 or 4        48,585                 LLC           148              Preserved     Off Peak (7hrs)                430

 435        2 or 4        52,586                 LLC           312              Preserved     Off Peak (7hrs)                430

 435        2 or 4        74,599                 LLC           447              Preserved     Off Peak (7hrs)                430

 435        2 or 4        63,588                 LLC           448              Preserved     Off Peak (7hrs)                430

 435        2 or 4        64,589                 LLC           449              Preserved     Off Peak (7hrs)                430

 435        2 or 4        65,590                 LLC           450              Preserved     Off Peak (7hrs)                430

 435        2 or 4        66,591                 LLC           451              Preserved     Off Peak (7hrs)                430

</TABLE>
                                       63


<PAGE>
<TABLE>
<CAPTION>
<S>     <C>              <C>          <C>    <C>                   <C>                 <C>                    <C>


  LLF      Valid Profile     Meter         LAF   Standard Settlement    Special            General                DUoS Tariff
  Class        Class    Timeswitch Code   Type   Configuration        Conditions          Description             Cod243010e
 --------------------------------------------------------------------------------------------------------------------------- 
                                                                                           
 435        2 or 4        67,592         LLC         452          Preserved          Off Peak (7 hrs)                 430

 435        2 or 4        68,593         LLC         453          Preserved          Off Peak (7 hrs)                 430

 435        2 or 4        69,594         LLC         454          Preserved          Off Peak (7 hrs)                 430

 435        2 or 4        70,595         LLC         455          Preserved          Off Peak (7 hrs)                 430

 435        2 or 4        71,596         LLC         456          Preserved          Off Peak (7 hrs)                 430

 435        2 or 4        72,597         LLC         459          Preserved          Off Peak (7 hrs)                 430

 440        2 or 4        11,520         LLC         33           Preserved          Off Peak A                       440

 440        2 or 4        12,521         LLC         34           Preserved          Off Peak A                       440

 440        2 or 4        8,517          LLC         23           Preserved          Off Peak A                       440

 440        2 or 4        16,525         LLC         41           Preserved          Off Peak A                       440

 440        2 or 4        14,523         LLC         37           Preserved          Off Peak A                       440

 440        2 or 4        13,522         LLC         36           Preserved          Off Peak A                       440

 440        2 or 4        10,519         LLC         25           Preserved          Off Peak A                       440

 440        2 or 4        19,528         LLC         44           Preserved          Off Peak A                       440

 440        2 or 4        9,518          LLC         24           Preserved          Off Peak A                       440

 440        2 or 4        5,514          LLC         20           Preserved          Off Peak A                       440

 440        2 or 4        7,516          LLC         22           Preserved          Off Peak A                       440

 440        2 or 4        2,511          LLC         17           Preserved          Off Peak A                       440

 440        2 or 4        17,526         LLC         42           Preserved          Off Peak A                       440

 440        2 or 4        3,512          LLC         18           Preserved          Off Peak A                       440

 440        2 or 4        6,515          LLC         21           Preserved          Off Peak A                       440

 440        2 or 4        1,510          LLC         16           Preserved          Off Peak A                       440

 440        2 or 4        15,524         LLC         40           Preserved          Off Peak A                       440

 440        2 or 4        18,527         LLC         43           Preserved          Off Peak A                       440

 440        2 or 4        4,513          LLC         19           Preserved          Off Peak A                       440

  </TABLE>

                                       64
  <PAGE>

<TABLE>
<CAPTION>
<S>      <C>                 <C>               <C>        <C>                         <C>            <C>             <C>
LLF      Valid Profile        Meter Timeswitch   LAF         Standard Settlement       Special          General      DUoS Tariff
Class        Class            Code              Type          Configuration             Conditions     Description    Cod243010e
--------------------------------------------------------------------------------------------------------------------------------
 440        2 or 4        62,578                 LLC                 346              Preserved    Off Peak A             440

 440        1 or 3        500,501,801,802        LLC                 393              Preserved    Off Peak  A             440

 445        2 or 4        11,520                 LLC                 33               Preserved    Off Peak  A             440

 445        2 or 4        12,521                 LLC                 34               Preserved    Off Peak  A             440

 445        2 or 4        8,517                  LLC                 23               Preserved    Off Peak  A             440

 445        2 or 4        16,525                 LLC                 41               Preserved    Off Peak  A             440

 445        2 or 4        14,523                 LLC                 37               Preserved    Off Peak A              440

 445        2 or 4        13,522                 LLC                 36               Preserved    Off Peak A              440

 445        2 or 4        10,519                 LLC                 25               Preserved    Off Peak A              440

 445        2 or 4        19,528                 LLC                 44               Preserved    Off Peak A              440

 445        2 or 4        9,518                  LLC                 24               Preserved    Off Peak A              440

 445        2 or 4        5,514                  LLC                 20               Preserved    Off Peak A              440
 
 445        2 or 4        7,516                  LLC                 22               Preserved    Off Peak A              440

 445        2 or 4        2,511                  LLC                 17               Preserved    Off Peak A              440

 445        2 or 4        17,526                 LLC                 42               Preserved    Off Peak A              440

 445        2 or 4        3,512                  LLC                 18               Preserved    Off Peak A              440

 445        2 or 4        6,515                  LLC                 21               Preserved    Off Peak A              440

 445        2 or 4        1,510                  LLC                 16               Preserved    Off Peak A              440

 445        2 or 4        15,524                 LLC                 40               Preserved    Off Peak A              440

 445        2 or 4        18,527                 LLC                 43               Preserved    Off Peak A              440

 445        2 or 4        4,513                  LLC                 19               Preserved    Off Peak A              440

 445        2 or 4        62,578                 LLC                 346              Preserved    Off Peak A              440

 445        1 or 3        500,501,801,802        LLC                 393              Preserved    Off Peak A              440

 450        2 or 4        25,534                 LLC                 108              Preserved    Off Peak Bii            450

 450        2 or 4        22,531                 LLC                 104              Preserved    Off Peak Bii            450
</TABLE>
                                       65
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>              <C>                  <C>        <C>                        <C>            <C>                 <C>

LLF      Valid Profile    Meter Timeswitch      LAF       Standard Settlement        Special         General           DUoS Tariff
Class        Class            Code              Type       Configuration             Conditions      Description        Cod243010e
----------------------------------------------------------------------------------------------------------------------------------
 450        2 or 4        24,533                    LLC               107           Preserved     Off Peak Bii        450

 450        2 or 4        23,532                    LLC               106           Preserved     Off Peak  Bii       450
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 450        1 or 3        23,532                    LLC               393           Preserved     Off Peak Bii        450
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 455        2 or 4        500,501,801,802           LLC               108           Preserved     Off Peak  Bii       450
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 455        2 or 4        25,534                    LLC               104           Preserved     Off Peak  Bii       450
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 455        2 or 4        24,533                    LLC               107           Preserved     Off Peak  Bii       450
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 455        2 or 4        23,532                    LLC               106           Preserved     Off Peak Bii        450
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 455        1 or 3        500,501,801,802           LLC               393           Preserved     Off Peak Bii        450
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 460           3          500,501,801,802           LLC               393           Preserved     Small Non Domestic  110
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 470           3          500,501,801,802           LLC               393           Preserved     Small Non Domestic  110
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 480           3          500,501,801,802           LLC               393           Preserved     Small Non Domestic  110
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 840           2          576,582,820,821           LLC               261           Preserved     White Meter         70
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 840           2          51,575                    LLC               427           Preserved     White Meter         70
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 850           2          573,580,807,808           LLC               244           Preserved     Economy 7           30
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 850           2          31,541                    LLC               176           Preserved     Economy 7           30
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 850           2          32,542                    LLC               177           Preserved     Economy 7           30
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 850           2          33,543                    LLC               178           Preserved     Economy 7           30
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 850           2          34,544                    LLC               179           Preserved     Economy 7           30
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 850           2          35,545                    LLC               180           Preserved     Economy 7           30
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 850           2          36,546                    LLC               181           Preserved     Economy 7           30
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 850           2          37,547                    LLC               182           Preserved     Economy 7           30
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 850           2          38,548                    LLC               183           Preserved     Economy 7           30
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 850           2          39,549                    LLC               184           Preserved     Economy 7           30
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
 850           2          47,584                    LLC               432           Preserved     Economy 7           30
------ ------------------ ---------------------- ---------- ------------------------------------- -----------------------
------ ------------------ ---------------------- ---------- -------------------------------------------- ------------ --
 850           2          40550                     LLC               185           Preserved     Economy 7          30
------ ------------------ ---------------------- ---------- -------------------------------------------- ------------ --
</TABLE>
                                       66



<PAGE>
<TABLE>
<CAPTION>
<S>     <C>               <C>                       <C>     <C>                   <C>              <C>             <C>
          
LLF      Valid Profile     Meter Timeswitch Code       LAF   Standard Settlement      Special          General       DUoS Tariff
Class        Class                                    Type      Configuration       Conditions        Description   Cod243010e
------ -----------------------------------------------------------------------------------------------------------------------
 850           2          41,551                       LLC           186             Preserved    Economy 7                30
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
 860           3          500,501,801,802              LLC           393             Preserved    Small Non Domestic       110
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
 870           1          500,501,801,802              LLC           393             Preserved    Domestic                 10
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
 890           3          500,501,801,802              LLC           393             Preserved    Small Non Domestic       110
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
 900           3          500,501,801,802              LLC           393             Preserved    Small Non Domestic       110
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
 910           3          500,501,801,802              LLC           393             Preserved    Small Non Domestic       110
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
 920           3          500,501,801,802              LLC           393             Preserved    Small Non Domestic       110
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
 930           3          500,501,801,802              LLC           393             Preserved    Small Non Domestic       110
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
 950           3          500,501,801,802              LLC           393             Preserved    Small Non Domestic       110
------ ------------------ ------------------------- --------------------------------------------- ----------------------------
</TABLE>
                                       67

<PAGE>

<TABLE>
<CAPTION>
<S>     <C>              <C>             <C>        <C>                 <C>            <C>                    <C>



Provisional Format of Condition 8 Statement - Model Use of System Agreement Schedule 3 - Table 1 - Non- Supercustomer and hal
 hourlSites

LLF      Valid Profile    Meter Timeswitch AF       Standard Settlement   Special       General Description           DUoS Tariff
Class        Class          Code           Type       Configuration       Condition                                    Cod243010e
                                           
------ ------------------ --------------------------- --------------------------------------- ------------------------------------
------ ------------------ --------------------------- ------------------------------- ---------------------------------------------
 510    5,6,7,8 OR H/H                     LHV       393                           Monthly Tariff HV                 510
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 510    5,6,7,8 OR H/H                     LHV       154                           Monthly Tariff HV                 510
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 510    5,6,7,8 OR H/H                     LHV       127                           Monthly Tariff HV                 510
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 510    5,6,7,8 OR H/H                     LHV       135                           Monthly Tariff HV                 510
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 520    5,6,7,8 OR H/H                     LHV       393                           Monthly Tariff HV Parallel Gen    520
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 520    5,6,7,8 OR H/H                     LHV       127                           Monthly Tariff HV Parallel Gen    520
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 521          H/H                          LHV                                     Export (HV)                       521
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 530    5,6,7,8 OR H/H                     LHV       258               Preserved   Monthly Tariff HV8HR              530
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 540    5,6,7,8 OR H/H                     LLV       393                           Monthly Tariff S/S                540
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 540    5,6,7,8 OR H/H                     LLV       154                           Monthly Tariff S/S                540
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 540    5,6,7,8 OR H/H                     LLV       127                           Monthly Tariff S/S                540
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 540    5,6,7,8 OR H/H                     LLV       135                           Monthly Tariff S/S                540
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 550    5,6,7,8 OR H/H                     LLV       393                           Monthly Tariff S/S Parallel Gen   550
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 550    5,6,7,8 OR H/H                     LLV       127                           Monthly Tariff S/S Parallel Gen   550
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 551          H/H                          LLV                                     Export (S/S)                      551
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 560    5,6,7,8 OR H/H                     LLV       258               Preserved   Monthly Tariff S/S8HR             560
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 570    5,6,7,8 OR H/H                     LLC       393                           Monthly Tariff LV                 570
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 570    5,6,7,8 OR H/H                     LLC       154                           Monthly Tariff LV                 570
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 570    5,6,7,8 OR H/H                     LLC       127                           Monthly Tariff LV                 570
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 570    5,6,7,8 OR H/H                     LLC       135                           Monthly Tariff LV                 570
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 580    5,6,7,8 OR H/H                     LLC       393                           Monthly Tariff LV Parallel Gen    580
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 580    5,6,7,8 OR H/H                     LLC       127                           Monthly Tariff LV Parallel Gen    580
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 581          H/H                          LLC                                     Export (LV)                       581
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 590    5,6,7,8 OR H/H                     LLC       258               Preserved   Monthly Tariff LV8HR              590
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------
 600          H/H                          LEV                                     Blue Circle Plymstock             600
------ ------------------ ------------------------ ------------------------------- ---------------------------------------------

</TABLE>



<PAGE>
<TABLE>
<CAPTION>
<S>     <C>              <C>           <C>    <C>              <C>          <C>                                   <C>

Provisional Format of Condition 8 Statement - Model Use of System Agreement Schedule 3 - Table 1 - Non- Supercustomer and half
hourly Settled Sites


LLF      Valid Profile     Meter       LAF    Standard             Special       General                           DUoS Tariff
Class        Class       Timeswitch    Type   Settlement          Condition    Description                         Cod243010e
                           Code               Configuration    
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
601          H/H                                LEV                             Blue Circle Plymstock Export        601
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 610          H/H                                LE2                             ICI Severnside                      610
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 611          H/H                                LE2                             ICI Severnside Export               611
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 620          H/H                                LE3                             Britannia Zinc Avonmouth            620
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 621          H/H                                LE3                             Britannia Zinc A-mouth Export       621
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 630          H/H                                LE4                             Rolls Royce Filton Main             630
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 631          H/H                                LE4                             Rolls Royce Filton Main Export      631
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 640          H/H                                LE4                             Rolls Royce Filton TT               640
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 641          H/H                                LE4                             Rolls Royce Filton TT Export        641
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 650          H/H                                LE5                             Royal Ordnance Puriton              650
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 651          H/H                                LE5                             Royal Ordnance Puriton Export       651
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 660          H/H                                LE6                             Devonport Dockyard                  660
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 661          H/H                                LE6                             Devonport Dockyard Export           661
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 670          H/H                                LE7                             Standard 33kV Terms                 670
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 671          H/H                                LE7                             Standard 33kV Terms Export          671
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 680          H/H                                LE7                             Standard 33kV Terms                 680
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 681          H/H                                LE7                             Standard 33kV Terms Export          681
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 690          H/H                                LE8                             Caberboard South Molton             690
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 691          H/H                                LE8                             Caberboard South Molton Export      691
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 710          H/H                                LH2                             ECC Cornwall                        710
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 711          H/H                                LH2                             ECC Cornwall Export                 711

------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 720          H/H                                LH8                             BAE Filton                          720
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 721          H/H                                LH8                             BAE Filton Export                   721
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 730          H/H                                LPB                             PBA Avonmouth Internal Sites        730
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
 731          H/H                                LPB                             PBA Avonmouth Int Sites Export      731
------ -------------------------------------- ---------- ----------------------- -----------------------------------------------
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
<S>     <C>                <C>                 <C>     <C>                  <C>             <C>                    <C>
  Provisional Format of Condition 8 Statement - Model Use of System Agreement Schedule 3 - Table 1 - Non- Supercustomer and hal
  hourly Settled Sites


 LLF     Valid Profile  Meter Timeswitch Code    LAF      Standard Settlement    Special    General                   DUoS Tariff
 Class      Class                              Type     Configuration          Condition   Description                Cod243010e
 ----------------------------------------------------------------------------------------------------------------------------------
  970        H/H                                 LLC                                      Unmetered  - Pseudo Metered       970

  980         8        502,857                   LLC              428                     Unmetered - Profiled              980

  980         1        503,858                   LLC              431                     Unmetered - Profiled              980

  980         1        504,859                   LLC              429                     Unmetered - Profiled              980

  980         1        505,860                   LLC              430                     Unmetered - Profiled              980

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>     <C>                     <C>           <C>         <C>                  <C>                                  <C>

Supercustomer DUoS Tariffs - Condition 8 Schedule 3 Table 2 - Apr 1998 Price Levels
-------- -------------------------------------------------------------------------------------------------------------------------
DUoS     DUoS Charges
Tariff
Code
         Fixed Charges                    Unit Rate 1                   Unit Rate 2                       Unit Rate 3


         Amount (p/Supply     Frequency   Amount      Time Pattern        Amount (p/k/Wh)    Time       Amount (p/k/Wh)      Time
             Number)           (per)      (p/kWH)      Regime                                Pattern                        Pattern
                                                                                              Regime                         Regime
  10             7.78              day      1.88     1

  20             14.60             day      1.88     1

Of               0.685             day
which
is for
the
provision
of PPI

  20             14.60             day      1.88     21                      1.88             231

Of               0.685             day
which
is for

the
provision
of PPI

  30             10.30             day      2.12     40 1,1124,1126,1128,
                                                     113,9, 1141,               0.43          206 1,1125,1127,
                                                     1143,1145,1147,1149,                     1129,1140,1142,
                                                     13, 97,1151, 1153                        1144,1146,1148, 
    
  40             17.12                day           2.12     401                0.43          2061

 of              0.685                day
which
is for

the
provision
  of
  PPI                                                 1150,1398,1152,
                                                                                                    
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>     <C>                     <C>           <C>         <C>                  <C>                                  <C>

Supercustomer DUoS Tariffs - Condition 8 Schedule 3 Table 2 - Apr 1998 Price Levels

DUoS     DUoS Charges
Tariff
Code
         Fixed Charges                       Unit Rate 1      Unit Rate 2                       Unit Rate 3       Unit Rate 3


         Amount (p/Supply Frequency    Amount      Time       Amount (p/k/Wh)         Time      Amount (p/k/Wh)         Time
          Number)          (per)      (p/kWH)    Pattern                             Pattern                        Pattern
                                                  Regime                             Regimes                         Regime

  50      10.74            day            3.60     1120,273            0.78           1121,274           0.43         1122,275
  51       0.00            day            0.43     1123
  60      10.74            day            3.08     1131,270            0.88           1132,271           0.43         1133,272
  61       0.00            day            0.43     1134
  70      10.30            day            2.12     55,1118             0.60           194,1119
  110     10.74            day            1.97     1
  120     17.56            day            1.97     1

of        0.685            day
which
is for
the
provision
of ppm

120     17.56            day            1.97     21                  1.97           231

of        0.685            day
which
is for
the
provisin
of ppm

  210     13.26            day            2.21     401                       0.43           221 ,2061
                                                   1124,1126,1128,1139,1141,                1125,1127,1129


                                                   1143,1145,1147,1149,1397,1151            1140,1142,1144

                                                   1153                                     1146,1148,1150

                                                                                            1398,1152,1154
</TABLE>



<PAGE>



<TABLE>
<CAPTION>
<S>     <C>                     <C>           <C>         <C>                  <C>                  <C>                <C>

Supercustomer DUoS Tariffs - Condition 8 Schedule 3 Table 2 - Apr 1998 Price Levels

DUoS     DUoS Charges        
Tariff
Code

         Fixed Charges                         Unit Rate 1            Unit Rate 2                       Unit Rate 3     Unit Rate 3


           Amount (p/Supply   Frequency (per)  Amount    Time         Amount (p/k/Wh)   Time Pattern    Amount (p/k/Wh)  Time
                Number)                        (p/kWH)                                  Regimes
                                                         Pattern                                                         Pattern

                                                         Regime                                                          Regime

  220            20.08              day           2.21   401          0.43              206 1

of               0.685              day
which
is for
the
provision
of ppm

   250            14.74              day           3.75   1120,273     0.84              1121,274               0.43      1122.275


   251            2.74               day           0.43   1123


  270            13.26              day           2.72   183          0.50              71


  280            14.74              day           2.89   276,1135     0.53              277,1136               0.43      160,1137


  281            2.74               day           0.43   1138


  350            13.26              day           2.21   55,1118      0.60              194                    1119


  410            2.74               day           0.60   196,193,190,1119


  420            2.74               day           1.08   156,102


  430            2.74               day           0.43   210,212,206,1125,1127,1129,1140,1142,1144,1146,1148,
                                                         1150,1398,1152,1154



</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>     <C>                     <C>           <C>         <C>                  <C>                  <C>                         <C>


Supercustomer DUoS Tariffs - Condition 8 Schedule 3 Table 2 - Apr 1998 Price Levels

DUoS  DUoS Charges
Tariff
Code


      Fixed Charges                    Unit Rate 1                            Unit Rate 2             Unit Rate 3      Unit Rate 3


      Amount (p/Supply      Frequency    Amount        Time                   Amount    Time Pattern   Amount (p/k/Wh)    Time
        Number)             (per)      (p/kWH)         Pattern                (p/k/Wh)  Regimes                          Pattern
                                                        Regime                                                            Regime

                                                                                                                        

440            2.74               day           0.92   228,149,136,171,153
                                                       151,138,

                                                       185,137,129,131,125,
                                                       173,126, 130,113,157,
                                                       174,127,1130,1


450            2.74               day           1.12   68,61,67,66,1


Note Time Pattern Regimes denoted 1  are default time and tele-switch regimes used when TPR's not complying with those specified
 above are transmitted.






Public Lighting and Unmetered Supplies DUoS Charges - April 1998 Price Levels


 DUoS         Fixed          Exit                           Control                       Unit                   Unit     Time
Tariff     ((pound)         Point         Timeswitch        Device           Load         Rate 1               Rate 2 
  Code          /MPAN/yr)     ((pound)/yr)     ((pound)/yr)      ((pound)/yr)  ((pound)/kW/yr)   (p/kWh)   Time      (p/kWh)




 970         209.00            0.50       10.95              3.00             34.70        0.80    07:00-23:00   0.32  23:00-07:00


 980          9.00             0.50       10.95              3.00             37.35        0.80    07:00-23:00   0.32   3:00-07:00

</TABLE>

<PAGE>



<TABLE>
<CAPTION>
<S>     <C>          <C>    <C>         <C>    <C>          <C>  <C>    <C>    <C>      <C>      <C>      <C>     <C>     <C>
Site Specific DUoS Charges - April 1998 Price Levels


  DUoS   Fixed     Metering Capacity     Max     Rective   Unit  Month  Time   Unit      Time      Unit   Time     Unit   Time
  Tariff Charge     Charge3 Charge      Demand    Power    Rate         Pattern Rate 2   Pattern  Rate 3  Pattern Rate 4  Pattern 
  Charge ((pound) ((pound)  ((pound)    Nov-Feb  Charge     1           Regime  (p/kWh)  Regime  (p/kWh)  Regime  (p/kWh)  Regime 
   Code /site/month) /month) /kVA/month)((pound)  (p/kVArh (p/kWh)                                                               
                                        /kW/month) (excess)

510       20.00      1.50  1st400 1.18   0.00     0.14      0.86   Jan       1

                           Excess 1.08                      0.77   Dec+Feb

                                                            0.61   Nov+Mar

                                                            0.27   Other


510       20.00    11.50  1st400  1.18    0.00     0.14      1.01   Jan       39     0.15      221

                          Excess  1.08                       0.90   Dec+Feb

                                                             0.71   Nov+Mar

                                                             0.30   Other

-
510       20.00   11.50    1st 400  1.18   0.00     0.14    1.01             148 1      0.42      80,1482    0.12      221

                           Excess   1.08                                     247 1,38 1            80,2472             221
                                                                                                          382

520       20.00   11.50    1st 400  1.18   0.00     0.14      0.86   Jan     1

                           Excess   1.08                      0.77   Dec+Feb

                                                              0.61   Nov+Mar

                                                              0.27   Other


520       20.00  11.50   1st 400  1.18   0.00     0.14      1.01               1481      0.42      80,1482    0.12      221

                         Excess   1.08


530       20.00          11.50    1st 400  1.18   0.00     0.14      1.01   Jan         56        0.16      195

                         Excess   1.08                     0.90   Dec+Feb
                                                           0.71   Nov+Mar

                                                           0.30   Other




</TABLE>





<PAGE>

<TABLE>
<CAPTION>
<S>     <C>          <C>    <C>         <C>    <C>          <C>  <C>    <C>    <C>      <C>      <C>      <C>     <C>     <C>
Site Specific DUoS Charges - April 1998 Price Levels


DUoS     Fixed   Metering  Capacity     Max    Rective   Unit   Month   Time   Unit    Time     Unit    Time     Unit       Time

Code   ((pound)  (pound)  ((pound)     Charge  Charge      1           Regime  p/kWh)  Regime            Regime  (p/kWh)    Regime
        /site/   /month)  /kVA/month) ((pound) (p/kVArh  (p/kWh)                                       
         month)                        Nov-Feb  (excess)
        ((pound)                       /kW/month)  
     

540      7.00     8.30 3   1st 50  1.50    0.00    0.27    1.30  Jan      1

                           Excess 1.15                     1.17 Dec+Feb

                                                           0.97 Nov+Mar

                                                           0.42 Other


540      7.00       8.303    1st 50  1.50    0.00     0.27       1.53  Jan      39        0.22      221

                             Excess 1.15                         1.37  Dec+Feb

                                                                 1.13  Nov+Mar

                                                                 0.46  Other


540      7.00       8.303    1st 50  1.40    0.00     0.27       2.35          148 1      0.43      80,148 2    0.19      221

                             Excess   1.05                                 247 1,38 1               80,247 2              221

                                                                                                    38 2


550      7.00       8.303    1st 50  1.50    0.00     0.27       1.30  Jan         1

                             Excess   1.15                       1.17  Dec+Feb

                                                                 0.97  Nov+Mar

                                                                 0.42  Other
-

550      7.00       8.303    1st 50  1.40    0.00     0.27       2.35             148 1      0.43      80,1482    0.19      221

                             Excess   1.05


</TABLE>


<PAGE>
<TABLE>
<CAPTION>
<S>     <C>          <C>    <C>         <C>    <C>          <C>  <C>    <C>    <C>      <C>      <C>      <C>     <C>     <C>
 Site Specific DUoS Charges - April 1998 Price Levels
DUoS    Fixed     Metering    Capacity  Max     Rective  Unit    Month  Time   Unit      Time     Unit    Time     Unit      Time
Code  ((pound)   ((pound)    ((pound)  Charge   (p/kVArh  1            Regime           Regime  (p/kWh)  Regime            Regime  
      /site      /month)     /month)  Nov-Feb  (excess) (p/kWh)                                                            (p/kWh) 
     /month)                         ((pound)                                                  
  

560    7.00       8.303   1st 50  1.50    0.00    0.27    1.53      Jan         56        0.24      195

                          Excess   1.15                   1.37      Dec+Feb
                                                          1.13      Nov+Mar

                                                          0.46      Other


570    7.00       4.253   1st 20  1.65    0.00    0.43    1.62      Jan         1

                          Excess  1.30                    1.46      Dec+Feb

                                                          1.22      Nov+Mar

                                                          0.57      Other


570    7.00       4.253   1st 20  1.65    0.00    0.43    1.92      Jan         39        0.25      221

                          Excess  1.30                    1.73      Dec+Feb

                                                          1.43      Nov+Mar

                                                          0.64      Other


570    7.00       4.253   1st 20  1.50    0.00    0.43    3.20                 148 1      0.47      80,148 2    0.21      221

                          Excess  1.15                                         247 1 38 1           80,247 2              221

                                                                                                    38 2


580    7.00       4.253   1st 20  1.65            0.43    1.53      Jan         1

                          Excess  1.30                    1.37      Dec+Feb

                                                          1.13      Nov+Mar

                                                          0.46      Other

580    7.00       4.253   1st 20  1.50    0.00   0.43     3.20               148 1      0.47        80,1482    0.21      221

                         Excess  1.15



<PAGE>




Site Specific DUoS Charges - April 1998 Price Levels

DUoS    Fixed     Metering    Capacity  Max     Rective  Unit    Month  Time   Unit      Time     Unit    Time     Unit      Time
Code  ((pound)   ((pound)    ((pound)  Charge   (p/kVArh  1            Regime           Regime  (p/kWh)  Regime            Regime 
      /month)                         ((pound)                                                  
 


590   7.00       4.253    1st 20  1.65    0.00     0.43    1.92      Jan         56        0.28      195

                          Excess  1.30                     1.73      Dec+Feb

                                                           1.43      Nov+Mar

                                                           0.64      Other


670  56.90      41.40     1st 3000        0.00      0.14   0.49      Jan         39        0.10      221
                          1.15
                                                           0.43      Dec+Feb
                          Excess
                          1.00                             0.34      Nov+Mar

                                                           0.17      Other
                         
Notes

Time Pattern Regimes denoted  `1' apply for price indicated in November -February only

Time Pattern Regimes denoted `2' apply for price indicated in October - March
only.

`3' Metering charges for HV, S/S and LV sites> 100kw are (pound)11.50/month independent of voltage connection

</TABLE>

<PAGE>




                                   SCHEDULE 4

                              Transactional Charges



Part I  (i)- Transaction Charges for energisation, de-energisation and
 re-energisation services

NOTE: The way in which some of these services are provided will depend upon site
specific requirements and /or supplier instructions. The charges listed here
should, therefore be taken as indicative only.



1. Electricity Supply Regulation Checks

   If carried out at the same time as other work                     Nil Charge

   For each separate visit made to a customer's premises at
      Supplier request                                             (pound)22.00



2. Energise, (Re-energise) a Connection

   A charge will be payable by the Supplier in respect of each
      site visit

   made to energise, (re-energise) a connection, including the 
     statutory

   inspection and tests.

   Simple re-energisation (e.g. replace fuse)



   For visits made in accordance with the appointment guidelines   (pound)22.00


   For visits made same day or at short notice                     (pound)35.00

   For visits made outside normal working hours:-

   Monday - Friday 16:30 - 22:00 Saturday 08:00 - 22:00            (pound)50.00

   All other times and Bank Holidays                               (pound)50.00



<PAGE>


3.       Energisation, (re-energisation) Not actioned

         A charge will be payable by the Supplier in respect of each abortive
          visit

         made to energise, (re-energise) a connection.
          
         For visits made in accordance with the appointment 
          guidelines                                               (pound)13.00

         For visits made same day or at short notice               (pound)26.00

         For visits made outside normal working hours:-

         Monday - Friday 16:30 - 22:00 Saturday 08:00 - 22:00      (pound)36.00



         All other times and Bank Holidays                        (pound)36.00




   4.   De-energise Connection

        A charge will be payable by the Supplier in respect
        of each site visit

        made to de-energise a connection.

        Simple de-energisation (e.g remove fuse)

        For visits made in accordance with the appointment
        guidelines                                            (pound)15.00

        For visits made same day or at short notice           (pound)28.00

        For visits made outside normal working hours:-

        Monday - Friday 16:30 - 22:00 Saturday 08:00
                 - 22:00                                      (pound)38.00


        All other times and Bank Holidays                     (pound)38.00



        Complex de-energisation and subsequent re-energisation
         (e.g cutting and                                      (pound)75.00

        re-jointing service cable outside customer's premises)
            - Time and                                             per hour

        Material based on the stated hourly rate
         (during normal working hours)

<PAGE>


   5.   Visit to de-energise : not actioned

        A charge will be payable by the Supplier in respect of each        
           abortive site visit made to de-energise a connection.

        For visits made in accordance with the appointment
           guidelines                                          (pound)13.00

        For visits made same day or at short notice           (pound)26.00

        For visits made outside normal working hours:-

        Monday - Friday 16:30 - 22:00 Saturday 08:00 - 22:00  (pound)36.00


       All other times and Bank Holidays                      (pound)36.00


     6. Energisation, (Re-energisation) or De-energisation
        of Temporary Connection
       (e.g. Christmas lighting, televising a theatrical
        or sporting event etc.)
        The cost of the connection and disconnection will be
        charged for in accordance with our Statement of the   Charges as
        Basis of charges for Connection  to South Western     per 2,3,4 & 
        Electricity plc's Electricity Distribution System.    5 above 
   
   7.   Short-term De-energisation and Subsequent Re-energisation of a
        Connection



       For each site visit made to a customer's premises
       for safety reasons, by                                 Nil Charge
       appointment and with at least two working days'
       notice to de-energise the connection and then revisit
       at an agreed time to re-energise it.

<PAGE>


     Part 1 (ii) Transaction charges for Revenue Protection Services

     NOTE : The way in which some of these  services are provided will depend
    upon site specific  requirements  and/or  supplier  instructions.  The
    charges listed should,  therefore, be taken as indicative only and are
    based on the  understanding  that such work is carried out at the same
    time as other invetigatory work is undertaken.


         1.   An administration charge will be payable by  suplliers in all
              cases where there is clear evidence of interference with the
              meter or connection equipment.                       (pound)158.00


         2.   Replace meter like for like                           From
                                                                   (pound)30.00



         3.   Replace time/teleswitch                              (pound)57.00



         4.   Replace credit meter with prepayment meter           From

                                                                  (pound)110.00



<PAGE>


         5.       Replace

                  (a) seal                                       (pound)0.50

                  (b) meter tails                                (pound)12.00

         6.       Fit additional security devices

                  (a) self destruct label                        (pound)0.50

                  (b) security cable & blocks                    (pound)18.00



         7.       De-energise supply:

                  (a)      Remove fuse                           From
                                                                 (pound) 6.00

                  (b)      Remove meter                          From
                                                                 (pound) 9.00

         8.       Revisit de-energised supply                    
                  (excluding first visit within 14 days and
                  which is made in accordance                    From
-                 with the appointment guidelines)              (pound)25.50



         9.       Revisit customer previously suspected of 
                  tampering                                      From
                                                                 (pound)25.50



<PAGE>




         10.      Obtain a rights of entry warrant                (pound)65.00

Part 1 (iii) Other services ancillary to use of system transactional charges


      a)   Meter Operation Services,  Data Collection  Services,  Prepayment
           Meter Services and

           Metering Point Administration Services:

           Will be charged in accordance  with the  Company's  Agreement for
           Meter Operation

           Services, Data Collection Services; Prepayment Meter Services and
           Metering Point

           Administration Services:



     b)   Radio Teleswitching Services

          The Company may  provide  Radio  Teleswitching  Services to those who
          wish to sponsor group codes.  The charges for these services will
          be fixed by agreement  in  each  case  and  will  reflect  the
          complexity in the proposed arrangements.



     c)   Miscellaneous Charges:

         Other charges for other services ancillary to the Use of System will be
         individually quoted.

<PAGE>



Part II - Payment Terms

1.       Within 21 days after the end of each calendar month the Company shall
         submit to the User an account specifying the payment due from the User
         in respect of services referred to in Part I of this Schedule performed
         during that month and any Value Added Tax payable thereon.

2.       Within 30 days of the date of an account submitted in accordance with
         paragraph 1, the User shall pay to the Company all sums due in respect
         of such account in pounds sterling by electronic transfer of funds to
         such bank account (located in the United Kingdom) as is specified in
         the statement, quoting the invoice number against which payment is
         made.


3.       Notwithstanding Clause 8.2 of the Revenue Protection Code of Practice,
         any disputes shall be governed by Schedule 6.


<PAGE>


                                   SCHEDULE 5



               Calculation of Interest on Reconciliation Accounts





For the first day after the Invoice Date of the Initial Account the following
calculation shall be used by the Company in preparing a Reconciliation Account:



T1 = (Vr - Vr-1) x (I1 x 1/365) + (Vr - Vr-1)



For all subsequent days until the Invoice Date of the Reconciliation Account the
following calculation shall be used by the Company in preparing a Reconciliation
Account:



Tn+1 = Tn x (In x 1/365) + Tn



where



Tn= amount due under a Reconciliation Account, including interest calculated on
    a daily compound basis


r    = run  number.  For an Initial  Settlement  Run r = 0,  and for a Final
     Settlement Run, r = 4

In = The Barclays Bank plc daily declared base interest rate for the Working Day
prior to day n

Vr = amount due from run calculation r, excluding interest due

n = day number count


For the purpose of calculating daily interest rates, the number of days in a
leap year shall be deemed to be 365.

For the avoidance of doubt, the Invoice Date of the Initial Account shall be
when n = 0.


<PAGE>


                                   SCHEDULE 6



                          Billing and Payment Disputes



1.   This Schedule 6 applies to disputes about Use of System Charges  payable by
     the User pursuant to Clauses 6, 7 and 8:



     1.1  where the User disputes an Initial Account or Reconciliation  Account
          or an account  issued under Clause 8.2 and the dispute is a Designated
          Dispute (as defined in paragraph 1.2 below):



          A.   the User shall pay such  amount of Use of System  Charges  due as
               are not in dispute and shall be entitled to withhold  the balance
               pending resolution of the dispute;

          B.   the  parties  shall use  reasonable  endeavours  to  resolve  the
               dispute in good faith;



          C.   where the dispute remains unresolved after 20 Working Days either
               party may refer the dispute to  arbitration  in  accordance  with
               Clause 22; and

          D.   following  resolution  of  the  dispute,  any  amount  agreed  or
               determined  to be payable  shall be paid  within 20 Working  Days
               after such agreement or  determination  and interest shall accrue
               on such  amount  plus Value Added Tax (if any) from the date such
               amount was  originally  due until the date of payment at the rate
               of 1% per  annum  above  the base  rate  during  such  period  of
               Barclays Bank plc compounded annually.

         1.2      a dispute shall be a "Designated Dispute" for the purposes of
                  this paragraph 1 where within 7 days of receiving a request
                  for payment the User in good faith provides the Company with a
                  statement and explanation of the amount in dispute where:

          A.   there is an error in the information  used for the calculation or
               an arithmetic  error in the  calculation of Use of System Charges
               by the  Company  which is  apparent  on the  face of the  Initial
               Account or Reconciliation Account; and/or


<PAGE>

          B.   for a Metering Point within Clause 6.3.1, the Company chooses not
               to  use  the  half-hourly  data  (whether  actual  or  estimated)
               provided by the Data  Collector for the purposes of Settlement in
               calculating  Use of  System  Charges  and the User  disputes  the
               accuracy or validity of the data actually used.


          1.3  for the avoidance of doubt, the disputes about the matters listed
               at paragraph  1.3 A and B below are not  Designated  Disputes and
               paragraph 1.1 shall not apply where:

          A.   the Company has invoiced Use of System Charges in accordance with
               Clause 6.3; and

          B.   the Company has used  estimated  data in  accordance  with Clause
               8.2.1.

         1.4      where, other than in the case of a Designated Dispute within 7
                  days of receiving a request for payment the User in good faith
                  provides the Company with a statement and explanation of the
                  amount of use of System Charges in dispute:

          A.   the User shall pay the total  amount of such charges as they fall
               due in accordance with Clause 6.4;

          B.   the  parties  shall use  reasonable  endeavours  to  resolve  the
               dispute in good faith;

          C.   where the dispute remains unresolved after 20 Working Days either
               party may refer the dispute to  arbitration  in  accordance  with
               Clause 22; and

          D.   following  resolution  of  the  dispute,  any  amount  agreed  or
               determined  to be  repayable  (including  where  appropriate  any
               interest  paid  pursuant  to  Clause  7.5 or  Clause  8.3) by the
               Company shall be paid within 20 Working Days after such agreement
               or  determination  and interest  shall accrue on such amount from
               the date such  amount was  originally  paid by the User until the
               date of repayment at 1% per annum above the base rate during such
               period of Barclays Bank plc, compounded annually.



<PAGE>


                                   SCHEDULE 7

                       APPROVAL AND PERMISSION PROCEDURES



          28.DEFINITIONS

          In  this Schedule 7, except where the context otherwise requires, the
          following terms shall have the meanings set opposite them:-

           "Applicant" means a person who applies for approval pursuant to
           paragraph 3; 

          "Approved  Contractor"  means a contractor approved pursuant to
               paragraph 3; 

          "Competent Person" means a person appointed by an Approved Contractor
               in accordance  with  paragraph 4.1;

          "Certificate of Competence" means a certificate issued by an Approved
               Contractor in accordance with paragraph 4.1;

          "Permission"  means a  permission issued in  writing  by the Company
               pursuant to paragraph 5; 

          "Quality Assurance Certification means a body assessed, validated and
               regulated  by the UK Body"  Accreditation  Service;  and 

          "Works"  means  any  Energisation  Works,  Re-energisation  Works or
               De-energisation Works.

     29.  PRINCIPLES

     29.1 Subject to the  provisions  of Clause 10 and this Schedule 7, the User
          shall  be  entitled  to  procure  the  performance  of  Works  on  the
          Distribution System by a person who is not an employee of the Company.
          For the  avoidance  of doubt  this  Schedule  7 does not apply to work
          carried  out by a  Meter  Operator  pursuant  to the  Meter  Operation
          Services Agreement.

     29.2 A Competent  Person  shall be  recognised  to be a suitable  person to
          carry out Works on the  Distribution  System in accordance with and to
          the extent specified in a Permission.

     29.3 Where the User  elects to have  Works  performed  on the  Distribution
          System by an Approved Contractor rather than the Company, the Approved
          Contractor  shall  undertake to perform all the categories of Works in
          accordance with and to the extent specified in the Permissions held by
          its  Competent  Persons,  and the  Company  shall  only be  obliged to
          undertake such  categories of Works as are not so specified.  The User
          shall  remunerate  the  Company  for  undertaking  any  such  Works by
          reference  to the  relevant  charges  set  out in  Schedule  4,  or by
          agreement where the charges for such Works are not set out therein.


     30.PROCEDURE FOR APPROVING CONTRACTORS

     30.1Where an Applicant has applied for approval as an Approved Contractor
          for the  purposes of this  Schedule 7, the  Company  shall appoint a
          
<PAGE>


          Quality Assurance Certification Body to carry out an assessment of the
          Applicant's qualifications for approved status. The Applicant shall be
          advised of any  assessment fees payable to the  Company.  The Quality
          Assurance Certification  Body shall  advise  the  Company and  the
          Applicant of the results of the  assessment,  and the  Company shall
          decide whether the Applicant may be approved together with the reasons
          for that decision.

     30.2 An approval pursuant to paragraph 3.1:


          30.2.1 shall be valid for three years, during which period the Company
               may  at  any  time  carry  out   inspections   of  the   Approved
               Contractor's work on site; and

          30.2.2 may be withdrawn at any time by the Company,  subject always to
               the Approved Contractor being given a reasoned  explanation.  The
               Company may accept an approval of an  Applicant  given by another
               public  electricity  supplier in  accordance  with the  procedure
               stated in this paragraph 3.

     31.PROCEDURE FOR RECOGNISING COMPETENT PERSONS

     31.1 A person shall be recognised by the Company as being a suitable person
          to perform Works on the Distribution System if that person is employed
          by an Approved  Contractor  and has been  appointed  in writing by the
          Approved  Contractor  as a  Competent  Person,  being  someone who has
          successfully   completed  satisfactory  training  and  examination  in
          electrical safety awareness and appropriate  technical knowledge,  and
          who  personally  holds  a  Certificate  of  Competence  issued  by the
          Approved  Contractor  as evidence of a suitable  qualification  in all
          such respects.

     31.2 A  Certificate  of  Competence  issued  to  an  Approved  Contractor's
          employee  in  accordance  with this  paragraph  4 shall  certify  that
          employee's  suitability  to perform Works on the  Distribution  System
          subject to a Permission.  The Approved Contractor shall be responsible
          for giving the Company a copy of each Certificate of Competence issued
          by it, for reissuing or revoking each  Certificate of Competence every
          three  years,  and for  maintaining  a record of all  Certificates  of
          Competence currently in force.


     31.3 A  Competent  Person  must  have a  valid  Certificate  of  Competence
          available for inspection at all times when performing any Works on the
          Distribution System. PROCEDURE FOR GRANTING PERMISSION

     32.1The User shall be entitled to procure the performance  of Works on the
          Distribution System by a Competent Person provided that the Competent
          Person  has a  valid  Permission.  The grant of a Permission  to a
          Competent Person shall not be unreasonably withheld, provided that the
          Company shall always have a prior right to undertake a trade test and
          safety awareness  assessment of that person and that the reasonable
          costs of  exercising this right  shall  be  paid  by  the Approved
          Contractor if requested by the Company.

     32.2 The nature,  scope,  and extent of the Works which a Competent  Person
          may undertake shall be at the Company's sole discretion.  A Permission
          shall  specify in writing the  categories of Works which the Competent
          Person is allowed to undertake  on the  Distribution  System,  and the
          Competent  Person's  authority to undertake  Works shall be limited to
          those categories alone and shall in no circumstances whatsoever extent
          to any other category of Works howsoever described.

    <PAGE>

     32.3 Notwithstanding anything in paragraph  5.2, the categories of Works
          specified  in  a  Permission  may (for  example only  and  without
          limitation)  include  any  of  the   following: 

          the withdrawal or  replacement  of  fuse  links in the service
          terminations;

          the connection or severing of wiring  between service terminations,
          meters and distribution boards;

          attendance at or the  performance of work in a  Distribution System
          substation without the need for personal supervision;

          the supervision or control of a working party which undertakes any of
          the above; and

          the  operating of high or low voltage switchgear.

          33.DISPUTES

          33.1The parties shall attempt to resolve in good faith any dispute in
               relation to assessment fees payable to the Company  pursuant to
               paragraph  3.1 of  this Schedule  7.  Where  a  dispute  remains
               unresolved  after 14 days either party may refer the dispute to
               the Director for determination. Any determination by the Director
               shall be final and binding.


<PAGE>




                                   SCHEDULE 8

                  Metering Functionality and Data Requirements

<TABLE>
<CAPTION>

<S>                   <C>                          <C>                      <C>                 <C>   

DUOS Charge            Application                 Metering                   Meter Reading     Time for Provision of Data
                                                   Functionality              Frequency           to the Distributor
---------------------------------------------------------------------------------------------------------------------------
Monthly Tariff HV      Single Phase or Three Phase  24hr kW MD, kV Arh
                                                    Total kWh Total            Monthly              Day + 3 Working Days

Monthly Tariff HV      Single Phase or Three Phase  24hr kW MD, kVArh
                                                    Total kWh Rate 1 kWh 
                                                    Rate 2                     Monthly              Day + 3 Working Days

Monthly Tariff HV      Single Phase or Three Phase  24hr kW MD, kVArh
                                                    Total kWh Rate 1
                                                     kWh Rate 2, kWhRate 3     Monthly              Day + 3 Working Days
                                                               
Monthly Tariff HV
Parallel Gen           Single Phase or Three Phase  24hr kW MD, kV Arh
                                                    Total kWh Total            Monthly              Day + 3 Working Days

Monthly Tariff HV
Parallel Gen           Single Phase or Three Phase  24hr kW MD, kVArh 
                                                    Total kWh Rate 1
                                                    kWh Rate 2, kWhRate 3      Monthly              Day + 3 Working Days
                                                              

Export (HV)            Single Phase or Three Phase  24hr kW, kVArh Total
                                                     kWh Total                 Monthly              Day + 3 Working Days

Monthly Tariff HV8HR   Single Phase or Three Phase  24hr kW MD, kVArh
                                                    Total kWh Rate 1 kWh
                                                    Rate 2                     Monthly              Day + 3 Working Days


Monthly Tariff S/S     Single Phase or Three Phase  24hr kW MD, kV Arh 
                                                    Total kWh Total            Monthly              Day + 3 Working Days


Monthly Tariff S/S     Single Phase or Three Phase  24hr kW MD, kVArh
                                                    Total kWh Rate 1
                                                     kWh Rate 2                Monthly              Day + 3 Working Days


Monthly Tariff S/S     Single Phase or Three Phase  24hr kW MD,
                                                    kVArh Total kWh
                                                    Rate 1 kWh Rate 2, 
                                                    kWhRate  3                 Monthly              Day + 3 Working Days
                                                     
-
Monthly Tariff S/S
 Parallel Gen           Single Phase or Three Phase  24hr kW MD, kV 
                                                     Arh Total kWh Total       Monthly              Day + 3 Working Days

Monthly Tariff S/S
 Parallel Gen           Single Phase or Three Phase  24hr kW MD, kVArh 
                                                     Total kWh Rate 1
                                                     kWh Rate 2, kWhRate  3    Monthly              Day + 3 Working Days
                                                             

Export (S/S)            Single Phase or Three Phase  24hr kW MD, kV Arh
                                                     Total kWh Total           Monthly              Day + 3 Working Days


Monthly Tariff S/S8HR   Single Phase or Three Phase  24hr kW MD, kVArh
                                                     Total kWh Rate 1
                                                     kWh Rate 2                Monthly              Day + 3 Working Days
 
Monthly Tariff LV       Single Phase or Three Phase  24hr kW MD, kV Arh 
                                                     Total kWh Total           Monthly              Day + 3 Working Days

Monthly Tariff LV       Single Phase or Three Phase  24hr kW MD, kVArh
                                                     Total kWh Rate 1
                                                      kWh Rate 2               Monthly              Day + 3 Working Days

Monthly Tariff LV       Single Phase or Three Phase  24hr kW MD, kVArh
                                                     Total kWh Rate 1
                                                     kWh Rate 2, kWh
                                                     Rate   3                  Monthly              Day + 3 Working Days
                                                    
Monthly Tariff LV

Parallel Gen            Single Phase or Three Phase  24hr kW MD, kV Arh
                                                     Total kWh Total           Monthly              Day + 3 Working Days

   </TABLE>

   <PAGE>
   <TABLE>
   <CAPTION>

   <S>                      <C>                          <C>                      <C>                 <C>   


             Metering Functionality and Data Requirements continued


    DUOS Charge               Application                  Metering Functionality       Meter Reading    Time for Provision of Data
                                                                                        Frequency           to the Distributor
-----------------------------------------------------------------------------------------------------------------------------------
    Monthly Tariff LV
    Parallel Gen            Single Phase or Three Phase     24hr kW MD, kVArh
                                                            Total kWh Rate 1
                                                            kWh Rate 2, kWhRate 3          Monthly         Day + 3 Working Days
                                                     

    Export (LV)             Single Phase or Three Phase     24hr kW MD, kV Arh
                                                            Total kWh Total                Monthly         Day + 3 Working Days


    Monthly Tariff LV8H     Single Phase or Three Phase     24hr kW MD, kVArh 
                                                            Total kWh Rate 1 kWh
                                                            Rate 2                         Monthly         Day + 3 Working Days


    Domestic                Single Phase or Polyphase       kWh Total                      Bi-annually     Day + 3 Working Days
                            Supply


    Key Meter Domestic      Single Phase Supply             kWh Total                      Bi-annually     Day + 3 Working Days


    Economy 7               Single Phase or Polyphase       kWh Rate 1                     Bi-annually     Day + 3 Working Days
                            Supply
                                                            kWh Rate 2


    Domestic Seasonal       Single Phase or Polyphase       kWh Rate 1                     Bi-annually     Day + 3 Working Days
                            Supply
                                                            kWh Rate 2

                                                            kWh Rate 3
                           
   Domestic Seasonal
   Controlled Night          Single Phase Supply            kWh Rate 3                     Bi-annually     Day + 3 Working Days



   3 Rate Heating          Single Phase or Polyphase        kWh Rate 1                     Bi-annually     Day + 3 Working Days
                           Supply
                                                            kWh Rate 2

                                                            kWh Rate 3
                          
   3 Rate Heating
   Controlled Night        Single Phase Supply              kWh Rate 3                     Bi-annually

   White Meter             Single Phase or Polyphase        kWh Rate 1                     Bi-annually     Day + 3 Working Days
                           Supply
                                                            kWh Rate 2

   </TABLE>
     



   <PAGE>

   <TABLE>
   <CAPTION>

<S>                   <C>                          <C>                      <C>                 <C>   


                 Metering Functionality and Data Reqts continued



     DUOS Charge                 Application                Metering
                                                          Functionality      Meter Reading     Time for Provision of Data
                                                                             Frequency           to the Distributor
-----------------------------------------------------------------------------------------------------------------------------


     Small Non Domestic           Single Phase or
                                  Polyphase Supply            kWh Total       Bi-annually          Day + 3 Working Days
                                 
     Key Meter Small
     Non Domestic                 Single Phase Supply         kWh Total       Bi-annually          Day + 3 Working Days


     Key Meter Small
      Non Domestic                Single Phase Supply         kWh Rate 1      Bi-annually          Day + 3 Working Days

                                                              kWh Rate 2

     Small Non Domestic
       E7                        Single Phase Supply          kWh Rate 1      Bi-annually          Day + 3 Working Days

                                                              kWh Rate 2


     Key Meter Small Non
     Domestic E7                 Single Phase Supply          kWh Rate 1      Bi-annually          Day + 3 Working Days

                                                              kWh Rate 2


     Non Domestic Seasonal       Single Phase or
                                 Polyphase Supply             kWh Rate 1      Bi-annually          Day + 3 Working Days
                                 
                                                              kWh Rate 2

     Non Domestic Seasonal                                    kWh Rate 3
     Controlled Night            Single Phase Supply
                                                              kWh Rate 3


     E7 Day & Night Tariff       Single Phase or
                                 Polyphase Supply             kWh Rate 1      Bi-annually
                                 
                                                              kWh Rate 2

     E7 Day & Night Tariff                                    kWh Rate 3
     Controlled Night            Single Phase Supply
                                                              kWh Rate 3      Bi-annually


     Small Non Domestic (8Hr)     Single Phase or
                                  Polyphase  Supply           kWh Total       Bi-annually          Day + 3 Working Days
                                 
     </TABLE>


     <PAGE>


             Metering Functionality and Data Requirements continued
    <TABLE>
   <CAPTION>

        <S>                         <C>                        <C>              <C>                 <C>   

          DUOS Charge                  Application                 Metering
                                                                Functionality     Meter Reading     Time for Provision of Data
                                                                                  Frequency           to the Distributor
     ----------------------------------------------------------------------------------------------------------------------------

     Off Peak Night Only (8hr)         Single Phase or 
                                       Polyphase Supply           kWh Total       Bi-annually          Day + 3 Working Days
                                

     Off Peak Bi                       Single Phase or 
                                       Polyphase Supply           kWh Total      Bi-annually          Day + 3 Working Days
                                   
      
     Off Peak (7 hrs)                   Single Phase or                                                                       
                                        Polyphase  Supply         kWh Total      Bi-annually          Day + 3 Working Days

     Off Peak A                        Single Phase or
                                       Polyphase  Supply          kWh Total      Bi-annually          Day + 3 Working Days
                                
    Off Peak Bii                        Single Phase or
                                       Polyphase  Supply          kWh Total      Bi-annually          Day + 3 Working Days
                               


Note: For SSC's Refer to Schedule 3, Table 1.

Note: For deemed half-hourly sites half-hourly kWh and half hourly KVArh are required for DUoS billing purposes.

     </TABLE>


<PAGE>


                                   SCHEDULE 9

                                Metering Accuracy

          Metering Accuracy

          1.   Metering  equipment installed and maintained  pursuant to Clause
               12.1 shall be capable of  operating  within the  accuracy limits
               specified pursuant to the  Settlement  Agreement and  where no
               accuracy limits are specified in relation to an element of any
               metering equipment under the Settlement  Agreement, the accuracy
               of that element shall be no less than that  specified in Tables
               1-4 (inclusive) of Code of Practice Four approved pursuant to the
               Settlement Agreement ("the agreed accuracy limits").

          Disputes in relation to Metering Accuracy

          2.   Unless  the  accuracy  of  metering   equipment installed  and
               maintained  pursuant  to  Clause  12.1 is  disputed  by notice in
               writing ("dispute  notice") given by one party to the other, such
               metering  equipment shall be deemed to be accurate.  If a dispute
               notice is given:

          2.1  unless otherwise agreed,  the metering equipment shall as soon as
               practicable  be  examined  and  tested  by a  meter  examiner  in
               accordance with schedule 7 to the Act;

          2.2  if on such test :


               2.2.1it shall be found that the  inaccuracy  of the registration
                   of the metering equipment at normal loads exceeds the agreed
                   accuracy  limits,  suitable  adjustment shall be made in the
                   accounts rendered by the Company and the metering  equipment
                   or part thereof found to be inaccurate shall be recalibrated
                   or replaced and the cost of such test and  recalibration  or
                   replacement shall be paid by the User;


               2.2.2the metering  equipment  is found to be accurate  within the
                    said limits,  the metering  equipment  shall be deemed to be
                    accurate and the cost of moving,  testing and  replacing the
                    metering  equipment or any part thereof shall be paid by the
                    party who gave the relevant dispute notice.


<PAGE>


                                   SCHEDULE 10



                                    Event log





          In   the following table:



          A)   "DTC  ref"  means  the  relevant  reference  number  in the  Data
               Transfer Catalogue;



          B)   "DTN"  means  the  Data   Transfer   Network  and  "Phone"  means
               telephone;



          C)   the  descriptions of the data flows concerned under "Message" are
               for ease of reference  only and shall not affect the  obligations
               of either party under the relevant  provisions of this Agreement;
               and



          D)   "CR" means that there is currently no DTC  reference,  but that a
               change request is required.



          Where there is more than one means of  transmission  specified  in
          Schedule 10 (one of which being via the Data Transfer Network) it
          is expected that the parties shall  transmit any notice,  request
          or other communication via the Data Transfer Network.



     <PAGE>
     <TABLE>
     <CAPTION>
     <S>       <C>          <C>          <C>                                   <C>                          <C>
          
     Agreement   From        To             Message                                   Medium                 DTC ref
     Clause
      No.
                                                                                                    
                                                                                 DNT        Phone    Fax      Post
     ----------------------------------------------------------------------------------------------------------------------

     3.3      Company         User           Request for evidence of SCA for

     3.3      User            Company        Provision of evidence of SCA for
                                             specific exit point                                       x         x
                                   
     3.4      Company         User           Notification that non standard
                                             terms apply to a connection                               x        x



     3.5.3    User            Company        Notification of procurement 
                                             of SCA for 100 kW customer
                                             without           
                                             CA at 31/5/98                                            x         x


     4.2.4    User/Agent      Company        Confirmation of Appointment of
                                             Accredited Meter Operator,  Data   
                                             Collector and Data Aggregator        x                    x         x

     4.2.5    User/Agent      Company        Confirmation metering equipment
                                             installed                            x                   x         x

 

     4.2.8    User/Agent      Company        Confirmation of customers
                                             appointed Meter Administrator                             x         x


     6.1      Company         User           Notification of variation of
                                             charges                                                   x         x


     7.2      User/Agent      Company        Provision of non-half hourly
                                             Supercustomer DUoS Report             x                   x         x          D0030
     
              Company         User           Provision of Daily Statements         x                                        D0242



     7.3,7.4  Company         User           Billing by Settlement Class                                                      


     8.2      Company         User           Company Refund/Cheque                                                               


     8.2      Company         User           Company Invoice Site Specific
                                              Billing                                             

     10.2     User            Company        Request Company to undertake
                                             Energisation,  de-energisation         x
                                              or   
                                             Re-energisation works


     10.2.4     Company         User         Request for details needed to                               x         x
                                             identify Metering Points                      


     10.2.4     User            Company      Details needed to identify
                                             Metering Points                                             x          x



     10.7       Company         User          2 Working days notice of
                                              de-energisation works                                      x         x

     </TABLE>
     
     <PAGE>

     <TABLE>
     <CAPTION>
     <S>       <C>         <C>            <C>                                 <C>    
     
     Agreement   From        To             Message                                   Medium                 DTC ref
     Clause
      No.
                                                                                                    
                                                                                 DNT        Phone    Fax      Post
     ----------------------------------------------------------------------------------------------------------------------



     10.8      Company         User           Notice that Metering Point has
                                              been de-energised by Company         x           x        x    



     10.10     Company         User           Instruction to send registration
                                              notice (following                 
                                              de-energisation)                                 x         x

     10.11     Company         User           Instruction  to send registration
                                              notice (following               
                                              re-energisation)                                 x         x

     10.13,
     10.14,
     10.16      User           Company        Disconnection Notice                x            x         x        D0132



     10.14,


     10.15     Company         User           Refusal to disconnect               x            x          x                        
     
     10.19     User            Company        Request to de-energise                           x          x           D0134


     10.19.1   Company         User/Agent     Notification of when
                                              Re-energisation work is
                                              expected to be                     
                                              undertaken                                       x         x

     10.19.3   Company         User           Instruct user to send
                                              registration notice                                             

     12.2      User/Agent      Company        Metering technical data (NHH)        x           x         x            D0150


     12.2      User/Agent      Company        Metering Technical data (HH)         x           x         x            D0268

     12.2      User/Agent      Company        Meter readings (HH)                  x           x         x            D0010



     12.2      User/Agent      Company        Meter advance reconciliation
                                              report (HH meters)                    x          x         x            D0008

     12.2      User/Agent      Company        Estimated half-hourly data report     x          x         x            D0022

     12.2      User/Agent      Company        Validated half hourly advances 
                                              for inclusion in aggregated            x         x         x            D0036
                                              supplier matrix, including
                                              unmetered

     12.2      User/Agent      Company        Validated half hourly advances
                                              where half hourly  periods are         x         x         x            D0275
                                              specified in UTC

     12.4      User/Agent      Company        Notification of meter mapping
                                              details                                 x        x         x            D0149
     <PAGE>

     
     Agreement   From        To               Message                                   Medium                          DTC ref
     Clause
      No.
                                                                                                    
                                                                                 DNT        Phone    Fax      Post
     ----------------------------------------------------------------------------------------------------------------------
     
     12.4       User/Agent      Company        NHH Meter readings                  x                     x     x    D0010


     12.4       User/Agent      Company        Meter Technical Details             x                     x     x    D0150


     12.5       Company         User/Agent     Test metering system                x                     x     x    D0001


     12.8       Company         Agent          Estimated Annual Consumption 
                                               for unmetered  sites which are not                     
                                               subject to HH trading                                     x      x
                                (DC)


     13.1,13.2  User            Company        Customer details                      x                   x        x    D0131


     13.3       User            Company        Change of Customer details            x                   x         x   D0131

     13.4       User/Agent      Company        Report possible safety problem                                          D0135

     13.4       Agent           Company        report urgent  possible
                                               safety problem to Security of
                                               Supplies and            
                  (MOP,DC)                     Safety Enquiry service                          x         x         x
               


     13.5,13.7   User            Company       Provision of details of
                                               special needs customers             x                     x         x       D0225


     13.6,13.7   User            Company       Provision of details of password    x                     x         x       D0131

     16.4        User            Company       Details of customer complaint
                                               in respect of a guaranteed 
                                               standard claim                                                     x
                                               
     </TABLE>
          

     <PAGE>




                                   SCHEDULE 11

                                 Demand Control



          INTRODUCTION



         The capacity and other technical parameters of the constituent elements
         which make up the Distribution System provide operational constraints
         on Demand and the coincidence of Demand.



          DEFINITIONS



          In  this Schedule 11, except where the context otherwise  requires,
          the following  expressions  shall have the meanings set opposite
          them:



          "Capacity  Headroom"  means a margin of 5 to 15 % below  the maximum
           capacity  of  the  Distribution   System  supplying  a  group  of
           Customers;



          "Compliance  Notice" means a notice  issued to a Supplier  pursuant to
           paragraph 8.5;



          "Demand" has the meaning given to that term in the Distribution Code;



          "Effective Date" means the date that a notice issued  pursuant to this
           Schedule 11 is deemed  received in accordance  with Clause 24.5.2
           and/or paragraph 11.3 (as appropriate);



          "Emergency SRN" means a notice issued pursuant to paragraph 8.1;



          "Firm SRN" means a notice issued pursuant to paragraph 7.1;



          "Load Managed Area" means an area designated pursuan  to paragraph
           5.1;



         "Load Managed

          Area Notice" means a notice issued pursuant to paragraph 5.1;

          <PAGE>

         "Provisional SRN" means a notice issued pursuant to paragraph 6.1;
          
          "Security of  Supply"  means the  ability  of the  Company  to provide
           supplies to Customers,  that comply with the  Electricity  Supply
           Regulations and with ERP2/5 and ERP28;
     
          "SSC" means Standard Settlement Configuration;
     
          "Supplier" means a person authorised to supply electricity pursuant to
          section 6(1)(c) and/or section 6(2) of the Act; and
     
         "Total System"  has the meaning given to that term in the
          Distribution Code;



          36.GENERAL OBLIGATIONS



          3.1  The User shall use  reasonable  endeavours to ensure that it does
               not make any  changes  to SSCs in  force at  particular  Metering
               Points which have or may have a materially  adverse effect on the
               discharge   of  the   Company's   statutory   and/or   regulatory
               obligations to develop and maintain an efficient,  secure,  safe,
               co-ordinated  and  economical  system  for  the  distribution  of
               electricity  by  increasing  the  coincidence  of  Demand  on the
               Distribution  System in a way which is  likely  to  infringe  the
               Capacity  Headroom so that it is insufficient to allow for normal
               variations in Demand.

          3.2  The Company shall use  reasonable  endeavours to issue notices in
               Load Managed Areas in the following order:  Provisional SRN; Firm
               SRN and  Emergency  SRN and  normally not to issue a notice for a
               relevant  geographic area within 30 days of the Effective Date of
               the last notice for that relevant geographic area.
     
          37.CONSULTATION

         The User may at any time seek advice concerning operational constraints
         on the Distribution System from the Company on such reasonable terms as
         the parties may agree in writing.
     <PAGE>



          38.LOAD MANAGED AREAS



          5.1  The  Company  may  from  time  to  time  designate  areas  of the
               Distribution System as Load Managed Areas where the Company:



          38.1.1 has  identified  a need to  reinforce or extend the capacity of
               such  areas and  prior to  issuing a Load  Managed  Area  Notice,
               either:

               (A)  avoided the need for such reinforcement or extension through
                    a reduction in  coincidence  of Demand by adopting  Customer
                    Demand  management to control the timing of load  switching;
                    or

               (B)  reasonably  believes  that such  reinforcement  or extension
                    would be  avoided  through a  reduction  in  coincidence  of
                    Demand by Suppliers  adopting  Customer Demand management to
                    control the timing of load switching.

          5.2  A Load Managed  Area Notice shall be sent to the User,  all other
               Suppliers and the Director.

          5.3  A Load Managed Area Notice  shall be effective  when  received or
               deemed  received  in  accordance  with  Clause  24.5.2  and shall
               indicate:



               the geographical  area to which it applies by map,  postcode  or
               such other method as the Company considers reasonable;

               the  time or times of day during which in the  Company's opinion
               changes  to SSCs in  force  at particular  Metering  Points
               induced by  Suppliers  have  increased  the  coincidence  of
               Demand  to such an extent  that  Security  of Supply  may be
               threatened; and

               that it shall continue in force until withdrawn in writing by the
               Company by serving a notice on all Suppliers.



     5.4  The  parties  acknowledge  and agree that the issue of a Load  Managed
          Area Notice constitutes notice that:



          (i)  significant   modifications   of  Customer  Demand  in  the  area
               identified in such notice may threaten Security of Supply;

          (ii) Provisional  SRNs,  Firm SRNs and Emergency SRNs may be issued in
               respect of that area;

     <PAGE>
          


         (iii)    any future changes to SSCs in force at particular Metering
                  Points in that area may be subject at the request of the
                  Company to change in accordance with paragraph 7.5 or 8.5; and

          (iv) any changes to SSCs referred to in  paragraph  5.4(iii)  will if
               requested by the Company pursuant to paragraph  7.5 or 8.5 or if
               made voluntarily  by a Supplier be at the  relevant Supplier's
               cost.

     5.5  The Company may designate Load Managed Areas:

         5.5.1    any time up to and including 31 March 1998; and

         5.5.2 any time from [31 August 1998].


          (For the  avoidance of doubt,  the Company  shall not  designate  Load
          Managed  Areas  during the period  from 1 April 1998 to 30 August
          1998 inclusive).



     39.PROVISIONAL SECURITY RESTRICTION NOTICES



     6.1  The  Company  may  from  time to time  issue  a  Provisional  Security
          Restriction  Notice where in the Company's opinion the changes to SSCs
          in force at particular  Metering  Points since the Effective Date of a
          Load Managed Area Notice have  increased the  coincidence of Demand in
          the  whole  or part of the area  identified  in that  notice  so as to
          materially infringe the Capacity Headroom on such area since the issue
          of that notice.

     6.2  A Provisional  SRN shall be sent to the User, all other  Suppliers and
          the Director.

     6.3  A Provisional  SRN shall be effective when received or deemed received
          in accordance with Clause 24.5.2 and shall indicate:



          the geographical  area to which it applies by map,  postcode  or such
          other method as the Company considers reasonable;

          the  time or times of day  during  which  Capacity  Headroom  has been
          infringed  from  the  Effective  Date of the  Load  Managed  Area
          Notice; and

          that it shall  continue  in force  until  withdrawn  in writing by the
          Company by serving a notice on all Suppliers.

     <PAGE>


     6.4  The parties  acknowledge and agree that the issue of a Provisional SRN
          constitutes notice that:


          (i)  any  modifications  of Customer Demand induced by changes to SSCs
               in the area  identified  in such notice may threaten  Security of
               Supply;

          (ii) Firm SRNs and  Emergency  SRNs may be issued in  respect  of that
               area and that such notices will  normally not be issued within 30
               days of the Effective Date of the relevant Provisional SRN;

         (iii)    any future changes to SSCs in force at particular Metering
                  Points in that area may be subject at the request of the
                  Company to change in accordance with paragraph 7.5 or 8.5 ;
                  and

         (iv)     any changes to switching times in order to effect changes to
                  SSCs referred to in paragraph 6.4(iii) will if requested by
                  the Company pursuant to paragraph 7.5 or 8.5 or if made
                  voluntarily by a Supplier be at the relevant Supplier's cost.



     40.FIRM SECURITY RESTRICTION NOTICES



     7.1  The  Company may from time to time issue a Firm  Security  Restriction
          Notice where in the Company's  opinion the changes to SSCs in force at
          particular  Metering Points since the Effective Date of a Load Managed
          Area Notice have  increased the  coincidence of Demand in the whole or
          part of the area  identified in that notice and as a result there is a
          material risk to Security of Supply.


     7.2  A Firm SRN shall be sent to the  User,  all  other  Suppliers  and the
          Director.



     7.3  A Firm SRN shall be  effective  when  received  or deemed  received in
          accordance with Clause 24.5.2 and shall indicate:



          the geographical  area to which it applies by map, postcode  or such
          other method as the Company considers reasonable;

          the time or times of day during which Capacity  Headroom is infringed
          and into which  Demand  cannot be moved as a result of changes to
          switching times by Suppliers;

          the  time or times of day during which there is sufficient capacity at
          the  Effective  Date of the  Firm SRN into  which  Demand  can be
          moved; and

     <PAGE>


          that it shall  continue  in force  until  withdrawn  in writing by the
          Company by serving a notice on all Suppliers.



     7.4  The  parties  acknowledge  and  agree  that the issue of a Firm SRN
          constitutes notice that:



          (i)  any  modifications  of Customer Demand induced by changes to SSCs
               in the area  identified  in such notice may threaten  Security of
               Supply;

          (ii) Emergency  SRNs may be  issued in  respect  of that area and that
               such  notices will  normally not be issued  within 30 days of the
               Effective Date of the relevant Firm SRN;

          (iii)any  future  changes  to SSCs in  force  at  particular  Metering
               Points in that area may be subject at the  request of the Company
               to change in accordance with paragraph 7.5 or 8.5; and

          (iv) any changes to switching times in order to effect changes to SSCs
               referred  to in  paragraph  7.4(iii)  will  if  requested  by the
               Company  pursuant to paragraph 7.5 or 8.5 or if made  voluntarily
               by a Supplier be at the relevant Supplier's cost.

     7.5  When the Company issues a Firm SRN it may where it reasonably believes
          that SSCs  allocated in respect of the  Customers of a Supplier  since
          the  Effective  Date of the  relevant  Load  Managed  Area  Notice  or
          Provisional SRN have materially contributed to the risk to Security of
          Supply in respect of which the Firm SRN has been  issued,  also send a
          separate notice to that Supplier and a copy to the Director, requiring
          it to change at the Supplier's  cost within such period of time as the
          Company considers  reasonable the SSCs in force at particular Metering
          Points  in the  area  designated  in the  Firm SRN to the SSCs for the
          relevant  Metering  Points  at the  Effective  Date  of  the  relevant
          Provisional  SRN  or  where  the  Company  reasonably  believes  it is
          necessary  to such other SSCs as shall not have a  materially  adverse
          effect on  Security  of Supply  or to take  such  other  action as the
          Company considers reasonable.



     41.EMERGENCY SECURITY RESTRICTION NOTICES



     8.1  The Company may at any time issue an  Emergency  Security  Restriction
          Notice where in the Company's  opinion  there is an immediate  risk to
          Security  of  Supply.  (For the  avoidance  of doubt  the  issue of an
          Emergency SRN shall not be restricted to Load Managed Areas).

     8.2  An Emergency  SRN shall be sent to the User,  all other  Suppliers and
          the Director.



     <PAGE>

     8.3  An Emergency SRN shall be effective  when received or deemed  received
          in accordance with paragraph 11.3 below and shall indicate:



          the  geographical  area to which it applies by map,  postcode  or such
          other method as the Company considers reasonable;

          the  time or times  of day  into  which  Demand  cannot  be moved as a
          result of changes to switching times by Suppliers;

          the  time or times of day during which there is sufficient capacity at
          the Effective  Date of the Emergency SRN into which Demand can by
          moved; and

          that it shall  continue  in force  until  withdrawn  in writing by the
          Company by serving a notice on all Suppliers.

     8.4  The parties  acknowledge  and agree that the issue of an Emergency SRN
          constitutes notice that:



          (i)  any  modifications  of Customer Demand induced by changes to SSCs
               in the area  identified  in that notice may threaten  Security of
               Supply;

          (ii) any future changes to SSCs in force at particular Metering Points
               in that  area may be  subject  to  reversion  to the SSCs for the
               relevant  Metering  Points at the Effective Date of the Emergency
               SRN or such  other  SSCs as shall not have a  materially  adverse
               effect on Security of Supply; and

          (iii)any  changes  to  switching  times in order to effect  changes to
               SSCs  referred to in  paragraph  8.4(ii) will if requested by the
               Company be at the relevant Supplier's cost.

     8.5  When the Company  issues an Emergency  SRN it may where it  reasonably
          believes that SSCs allocated in respect of the Customers of a Supplier
          have  materially  contributed  to the risk to  Security  of  Supply in
          respect  of which  the  Emergency  SRN has been  issued,  also  send a
          Compliance  Notice  to that  Supplier  and a copy to the  Director.  A
          Compliance  Notice  shall  require  the  Supplier  to  change  at  the
          Supplier's  cost within  such period of time as the Company  considers
          reasonable the SSCs in force at particular Metering Points in the area
          designated in the Emergency SRN to the SSCs for the relevant  Metering
          Points at the  Effective  Date of the  relevant  Firm SRN or where the
          Company  reasonably  believes  it is  necessary  to such other SSCs as
          shall not have a materially adverse effect on Security of Supply or to
          take such other action as the Company considers  reasonable.  PROVIDED
          that where the  Company  requires  changes to SSCs in an area which is
          not a Load Managed Area or to SSCs which have not been modified by the
          Supplier  since the  Effective  Date of the current  Load Managed Area
          Notice then the cost of Meter Operator  visits required to affect such
          changes shall be at the Company's cost.


     <PAGE>



     8.6  Failure to Comply with an Emergency  SRN or a Compliance  Notice shall
          constitute  a breach of this  Agreement  and the  Company  may with no
          prior notice to the User where the User is in such breach  De-energise
          any Metering Point affected by the Emergency SRN or Compliance  Notice
          for which the User is registered in MPAS as the Supplier.



     42.CONFIDENTIALITY



     9.1  Any notice  issued by either party  pursuant to this Schedule 11 shall
          be  confidential  and  neither  party  shall  pass on any  information
          contained in such notice to any other person but shall only be able to
          say that there has been an incident on the Total  System and (if known
          and if power  supplies have been affected) an estimated time of return
          to service.



     43.APPEALS PROCEDURE


     10.1 The  parties  shall  attempt to  resolve in good faith any  dispute in
          relation to this  Schedule  11. Where the dispute  remains  unresolved
          after 14 days either  party may refer the dispute to the  Director for
          determination.  Any  determination  by the Director shall be final and
          binding.


     44.NOTICES



     11.1 Save as  provided in  paragraph  11.2 a notice,  approval,  consent or
          other  communication  to be made by one party  under or in  connection
          with this  Schedule  11 shall be in  writing  and  shall be  delivered
          personally  or sent by first class  post,  courier or fax to the other
          party at the address  specified in this  paragraph  and marked for the
          attention of the person so specified:



     if   to the Company, to:



         Address:

         Facsimile:

         Attention:



<PAGE>


     if   to the User, to:



         Address:

         Facsimile:

         Attention:



     or  to such other persons,  addresses or facsimile numbers as the relevant
     party may from time to time  specify by notice in writing to the other
     party.



     11.2 An  Emergency  SRN shall be dictated by the Company to the User to the
          person(s)  specified  in this  paragraph  on the  telephone  number so
          specified  who shall  record it and on  completion  shall  repeat  the
          notification  in full  to the  Company  and  check  that  it has  been
          accurately recorded:



                   Attention:

                   Telephone Number:



         or to such other persons or telephone numbers as the User may from time
         to time specify by notice in writing to the Company, PROVIDED THAT the
         User shall ensure that such person(s) shall be contactable at the
         specified telephone number at all times.



     11.3 An Emergency Security Restriction Notice shall be deemed received when
          the Company has dictated it to the User.



     11.4 The  Company shall also send an  Emergency  SRN in writing as soon as
          reasonably  practicable to the User in accordance with paragraph 11.1
          above (for the avoidance of doubt, such notice shall be for the record
          and shall not replace the notice given in  accordance  with  paragraph
          11.2 but shall be deemed  received in accordance with Clause 24.5.2 of
          this Agreement)



     12.  REVIEW PROCEDURE

     12.1 The  Company  shall, no later  than the  later of 6 months after its
          Effective  Date or 6 months after its last  review,  review every Load
          Managed Area  Notice,  Provisional  SRN,  Firm SRN and  Emergency  SRN
          issued by it pursuant to this Schedule 11 which is still in force.
     <PAGE>

     12.2 Where the Company reasonably believes that the relevant notice should
          continue  in force  it will  notify all Suppliers and the Director
          accordingly, together with its reasons.

     12.3 Where the Company reasonably believes that the relevant notice should
          not continue in force it will withdraw the relevant notice and notify
          all Suppliers and the Director.



<PAGE>


                                   SCHEDULE 12

                          Standard Connection Agreement

                          Standard Terms of Connection

          (A)  The electricity you receive from your electricity  supplier will
               be  delivered  using the  distribution network run by your local
               network operator.  To receive a supply of electricity you require
               both:

               a connection  agreement  with your local  network  operator to
               maintain the connection of your premises to the network; and

               a supply contract with your electricity supplier.

          (B)  Your electricity supplier has been appointed as the agent of your
               local network operator to obtain a connection agreement with you
               on these standard  terms.  When you enter into your electricity
               supply contract, you are also  entering  into  this connection
               agreement with your local network operator.

          (1)Interpretation:  In this agreement the terms "we", "our" and "local
               network  operator" mean, for each connection to a network through
               which you are supplied under your  electricity  supply  contract,
               the  public  electricity  supplier  which owns or  operates  that
               network.

          (2)  Existing terms: Any existing terms applying to your connection to
               our  network  (except  for our tariff  terms or another  standard
               connection agreement) will apply instead of this agreement to the
               extent  that  they are  inconsistent  with  this  agreement.

          (3)  Duration  of this  connection  agreement:  This  agreement  takes
               effect from the time that your electricity  supply contract takes
               effect  and  will  continue  (even  if  your  electricity  supply
               contract  ends)  until  it  ends  under  Clause  11  below. 

          (4)  Connection to our network: Your premises will remain connected to
               our network in accordance  with the provisions of the Electricity
               Act 1989,  any other legal  requirements  that apply from time to
               time, and the terms of this agreement.

          (5)  Network  constraints:  Our  obligations  under this agreement are
               subject to the maximum  capacity and any other design  feature of
               your  connection.  In accordance  with existing legal rules,  you
               must contact us in advance if you propose to make any significant
               change  to  your   connection,   electric   lines  or  electrical
               equipment, install or operate generating equipment or do anything
               else that could affect our network or require alterations to your
               connection.

          (6)  Delivery of electricity: We do not guarantee that we will deliver
               electricity  through our network at all times or that electricity
               delivered through our network will be free of brief variations in
               voltage or frequency.

          (7)  Cutting off your supply: We may cut off the supply of electricity
               to your  connection  where we are  entitled  to do so  under  the
               general law. We may also cut off your supply of electricity where
               we are required to do so under your  electricity  supply contract
               or the electricity industry arrangements under which we operate.


<PAGE>


          If something goes wrong:  If we fail to comply with any term of this
          agreement,  or are  negligent,  you  may be  entitled  under  the
          general law to recover compensation from us for any loss you have
          suffered.  However, we will not be required to compensate you for
          loss caused by anything beyond our reasonable control, or for any
          indirect,  consequential,  economic or financial loss  (including
          losses of revenue, profit or opportunity, wasted expenses or loss
          of contract or  goodwill),  other than where you are  entitled to
          recover  compensation  for such  loss  under the  general  law in
          relation to death or personal injury.

          (8)  Business customers: If the electricity supplied to your premises
               is used wholly or mainly for business  purposes, each of us will
               only be liable to the other in accordance with the limitations in
               Clause 8 and up to a maximum of (pound)100,000 per calendar year.

          (9)Changing this connection  agreement:  The terms of this connection
               agreement  will  be  changed  automatically  to  incorporate  any
               changes which are approved by the Director General of Electricity
               Supply.  Any change  which is approved  will be  announced  in at
               least three national  daily  newspapers and will take effect from
               the date stated in those announcements. 

               Either of us may ask the other to accept a change to any part of
               this agreement at any time if either  believes the change is
               needed  because of the nature of your  connection or because
               this  agreement  is no longer  appropriate.  (It is unlikely
               that we will propose any changes  unless your  connection is
               at high voltage,  you have generating equipment or there are
               other special  features.) If a change is proposed under this
               clause,  and  cannot  be agreed  between  us within 28 days,
               either of us may ask the  Director  General  of  Electricity
               Supply to decide whether or not the change should be made.

          (10)Ending this connection agreement:  This agreement will end in
              relation to a connection when one of the following occurs:

              you begin to take your electricity supply through  that
              connection from us on our tariff terms;

              you permanently stop having  electricity  delivered through that
              connection;

              you no longer either own or occupy the  premises at which that
              connection is situated; or

              any circumstances arise which legally entitle us to cut off your
              electricity  supply to that connection  and we write to you
              advising you that this agreement is ended.

     The ending of this  agreement  will not affect  any  rights,  remedies  or
     obligations  which may have come into being under this  agreement  and
     Clauses 8 and 9 will continue to apply to those  rights,  remedies and
     obligations.

          (11)Transferring  this connection  agreement:  You are not entitled to
               transfer this agreement to another person without our consent.

          (12) Providing  information:  You must provide us with any information
               we  request  in  relation  to  the  nature,  or use  by  you,  of
               electrical  equipment  on your  premises.  We will  only  ask for
               information  that we need in  relation to this  agreement  or the
               Distribution  Code  that  applies  under our  Public  Electricity
               Supply Licence.

          Edition 1



     <PAGE>
     <TABLE>
     <CAPTION>
     

                                   SCHEDULE 13

                                    Reporting
          The report by the  Company  pursuant to Clause 16.9 shall be a report
          by the  Distribution  Business  on the  standards  set out below,
          excluding  those  standards  which  are  specific  to the  Supply
          Business.
     <S>            <C>                                   <C>
     

     Standard        Description                           Reporting Details:
     -------------------------------------------------------------------------------------------------

                                                            Total within Authorised Area
                                                            for customers of all suppliers of
                                                            electricity

     GS1             Main fuse failure                      Number of failures within the last quarter

     GS2             Supply network failure                 Number of failures within the last quarter


     GS3             Giving Supply by installing a          Number of failures within the last quarter
                     meter


     GS4             Estimating the cost of a new           Number of failures within the last quarter
                     supply


     GS5             Planned supply interruption            Number of failures within the last quarter


     GS6             Supply voltage                         Number of failures within the last quarter


     GS7             Meter accuracy                         Number of failures within the last quarter


     GS8             Account queries                        Number of failures within the last quarter


     GS9             Appointment on electricity             Number of failures within the last quarter
                     supply business


     GS10            Penalty payments                       Number of failures within the last quarter


     OS1             Restoration of supply                  Number of failures within the last quarter
                     following distribution system
                     failure over 1 minute

     OS2             Correction of non-statutory            Number of failures within the last quarter
                voltage levels

     OS3             Provision of a new supply              Number of failures within the last quarter

     OS4             Reconnection following                 Number of failures within the last quarter
                     disconnection for non-payment

     OS5             Resiting whole current meters          Number of failures within the last quarter

     </TABLE>

     <PAGE>
     <TABLE>
     <CAPTION>
     <S>            <C>                                   <C>   
     



     OS6             Changing a meter to affect a           Number of failures within the last quarter
                     change in the basis of
                     charging for supply

     OS7             Obtaining firm/customer meter          Number of failures within the last quarter
                     readings

     OS8             Responding to written queries          Number of failures within the last quarter

     </TABLE>