EXHIBIT 10.2

SWEB plc
800 Park Avenue
Aztec West
Almondsbury, Bristol
BS12 4SE


                                                   Our ref.  AW/EH/3082


     31 March 1998

     MODIFICATIONS OF LICENCE CONDITION 

     Whereas -

     (1)  South  Western  Electricity  plc ("the  Licensee") has been granted a
          licence ("the  licence") under section 6(1)(c) of the Electricity Act
          1989  ("the  Act")  to  supply  electricity  to any  premises  in the
          authorised area designated in Schedule I of the licence subject to the
          Conditions contained in the licence;

     (2)  In accordance  with Section 11(2) of the Act the Director  General of
          Electricity  Supply ("the Director") gave notice of his intention to
          make  modifications to Condition 3, 3A, 3B, 3D, 3E, 3G and Schedule 3
          (being  part of the charge  restriction conditions  as defined in the
          licence) of the licence by advertising the modifications in the London
          Gazette'  and the Financial Times  requiring  any  objections or
          representations to the modifications to be made to him on or before 20
          February 1998;

     (3)  The Director has considered the representations  or objections  which
          were duly made and not withdrawn;
     
     <PAGE>

     (4)  In  accordance  with Section 11(4) of the Act the Director gave notice
          of his intention to make the modifications  to the Secretary of State
          and has not received a direction not to make the modification;

     (5)  The Licensee has given its consent to the modifications set out in the
          attached  schedule.  Now in  accordance  with the powers contained in
          Section  11(1) of the Act and with the  consent of the Licensee,  the
          Director  hereby  modifies the licence in the manner specified in the
          attached schedule, with effect from and including 1 April 1998.



     Andrew Walker
     Authorised on behalf of
     The Director General of Electricity Supply





<PAGE>




                                    SCHEDULE

     The  following modifications shall apply on and after 1 April 1998.

     1.   In  paragraph I of  Condition 3, the  following  definitions shall be
          deleted:

         "regulated quantity supplied"
         "regulated supply revenue" and
         "regulated unit supplied".

     2.   Condition  3A shall be deleted and shall be replaced by new Condition
          3A the terms of which are set out in Annex 1.

     3.   Conditions 3B, 3D and 3E shall be replaced by new Conditions 3B,3D and
          3E the terms of which are set out in Annex 2.

     4.   In Condition 3G, the date in paragraph 3(c) shall be replaced with "31
          March 2000".

     5.   Parts A,B and C of  Schedule 3 shall be deleted and shall be replaced
          by new Parts A,B and C the terms of which are set out in Annex 3.

     6.   In Parts D and E of Schedule 3, the  references in  paragraphs D1 and
          E10 to paragraph 8 of Condition 3E shall be changed to  references to
          paragraph 7 of Condition  3E; and the  references in paragraphs D5 and
          E11 to paragraph 11 of Condition 3E shall be changed to references to
          paragraph 10 of Condition 3E.

     8.   Part F of Schedule 3 shall be deleted.




<PAGE>




     Mr R Westlake
     Regulation Manager
     SWEB plc
     800 Park Avenue
     Aztec West
     Almondsbury, Bristol
     BS12 4SE

    16 March 1998

    MODIFICATIONS OF THE PES LICENCE


     As you will know, a Section 11 notice was published on the 23 January and
     subsequently  served  on  your  company,  relating  to  the  proposed
     modification  of price  control  arrangements  (including  PES licence
     condition 3A and 3B).

     The  Director  General  has  considered  the representations  made  to him
     following the  publication  of the Section 11 notice and now wishes to
     proceed with the attached modification.

     You  have until the 26 March to  provide  written confirmation  that South
     Western  Electricity plc consents to the modification.  If you fail to
     do so the Director General would need to consider referring the matter
     to the MMC pursuant to Section 12 of the Electricity Act.

     Yours sincerely





     Andrew Walker
     Director - Price Control



<PAGE>


                                                     (18 March 1998)


     [Modifications to each public electricity supply licence for England and
      Wales]


                                    SCHEDULE


     The following modifications shall apply on and after 1 April 1998.

     1.   In  paragraph 1 of  Condition 3, the  following  definitions shall be
          deleted:

         "regulated quantity supplied"
         "regulated supply revenue" and
         "regulated unit supplied".

     2.   Condition  3A shall be deleted and shall be replaced by new Condition
          3A the terms of which are set out in Annex 1.

     3.   Conditions 3B, 3D and 3E shall be replaced by new Conditions 3B,3D and
          3E the terms of which are set out in Annex 2.

     4.   In Condition 3G, the date in paragraph 3(c) shall be replaced with "31
          March 2000".

     5.   Parts A,B and C of  Schedule 3 shall be deleted and shall be replaced
          by new Parts A,B and C the terms of which are set out in Annex 3.

     6.   In Parts D and E of Schedule 3, the references in paragraphs D1 and
          E10 to paragraph 8 of Condition 3E shall be changed to references  to
          paragraph 7 of Condition  3E, and the references in paragraphs D5 and
          E11 to paragraph 11 of Condition 3E shall be changed to references to
          paragraph 10 of Condition 3E.

     8.   Part F of Schedule 3 shall be deleted.




<PAGE>


             Notice under section 11(2) of the Electricity Act 1989


     The  Director  General of Electricity  Supply  (hereinafter referred to as
     "the  Director")  pursuant to section 11 of the  Electricity  Act 1989
     (hereinafter referred to as "the Act") hereby gives notice as follows:

     (i)  In  relation to each of the  licences which have been  granted  under
          section 6(1)(c) of the Act in respect of an authorised area in England
          and  Wales  (hereinafter  a  "PES  licence"),  he  proposes  to  make
          modifications  to  Conditions  3, 3A, 3B,  3D,  3E, 3G and Schedule 3
          (being part of the charge  restriction conditions as defined in a PES
          licence);

     (ii) The reasons why he proposes to make the modifications and their effect
          were published by the Director in a statement on 16 October 1997;

     (iii)In  summary  the  effect  of the  modifications will be to amend  the
          charge restriction conditions so that:

          -    from 1 April  1998,  the  control  of  charges for the supply of
               electricity  will apply only to domestic  customers  and to other
               customers consuming no more than 12000 kWh per year;

          -    except  with the consent of the  Director  such  customers shall
               continue to be offered the tariffs at present available to them,

          -    for  the  year  commencing  1  April  1998,  in  respect of such
               customers

               -    the average price must fall, in comparison with the average
                    price   obtaining  on  1  August  1997,   by the  following
                    percentage in real terms: being 8.9 for Eastern Electricity
                    plc, 6.3 for East Midlands Electricity plc, 11.8 for London
                    Electricity  plc,  5.8 for Manweb  plc,  7.1  for  Midlands
                    Electricity  plc,  4.2 for Northern Electric  plc, 3.4 for
                    Norweb  plc,  6.0  for   Seeboard plc,  3.2  for  Southern
                    electricity  plc, 8.5 for South Wales Electricity  plc, 6.6
                    for  South  Western  Electricity  plc and 3.7 for  Yorkshire
                    Electricity Group plc;

               -    the prices charged to those on standard domestic tariff who
                    consume  3300  kWh in  that  year  must  fall  by  the  same
                    percentage in real terms;

               -    the prices charged to other domestic customers must fall by
                    3 per cent in real terms;
     <PAGE>
               -    the  prices  charged  to  non-domestic  customers must not
                    increase in real terms;
    
               -    no standing charge may be increased in real terms;

               -    the prices to customers on a domestic prepayment tariff must
                    be  reduced  by  the  same   proportion as  prices  on  the
                    Comparable domestic credit tariff;

          -    for the subsequent year, prices must be reduced by 3 per cent in
               real terms;

          -    adjustments  may be made to prices to take account of changes in
               the rate of fossil fuel levy,  over-recovery  in previous years,
               delay in introducing competition or unexpected movement in costs;

          -    from 1 April 1998, the allowed maximum average charge per unit of
               electricity distributed by each licence holder

               -    shall be increased to account for the costs of  establishing
                    and operating  certain services which each licence holder is
                    required  by its  PES  licence  to  undertake in  order  to
                    facilitate competition in electricity supply;

               -    may be adjusted  downwards  in  circumstances: in which the
                    introduction  of competition in  electricity, supply to any
                    part of Great Britain is delayed beyond April 1998;  and in
                    which  the  phased  introduction of  competition  into  the
                    authorised  area of each  licence holder is  delayed at any
                    stage beyond July 1998.

     A copy of the  statement of 16 October 1997 and of the present  draft of
     the  modifications can be obtained (free of charge) from the Office of
     Electricity Regulation.

     Any representations  or  objections to the proposed  modifications may be
     made on or before 20  February  1998 to the  Director at the Office of
     Electricity  Regulation,  Hagley House, 83-85 Hagley Road,  Edgbaston,
     Birmingham, B16 8QG.



     A J WALKER

     Authorised on behalf of the Director

     23 January 1998



<PAGE>




The Company Secretary
South Western Electricity plc
800 Park Avenue
Aztec West
Almondsbury
Bristol
BS32 4SE



30 December 1997


MODIFICATIONS OF PUBLIC ELECTRICITY SUPPLY LICENCE


Whereas  -

     1.   South  Western  Electricity  plc ('the Licensee')  has been granted a
          licence ('the  Licence') under section 6(1)(c) of the Electricity Act
          1989  ('the  Act')  to  supply  electricity  to premises  within  the
          authorised area designated in Schedule 1 to the Licence subject to the
          conditions contained in the Licence.

     2.   In accordance  with section  11(2) of the Act the Director General of
          Electricity  Supply ('the  Director') gave notice that he proposed to
          make  modifications  to the Conditions of the Licence - to the effect
          and for the  purposes  specified in that notice - by  advertising  the
          modifications  in the London  Gazette  and the  Financial Times on 30
          September 1997 and requiring any  representations or objections to the
          modifications to be made to him on or before 28 October 1997.

     3.   The Director has considered the representations  or objections which
          were duly made to him and not withdrawn.

     4.   In  accordance with section 11(4) of the Act the Director gave notice
          to the Secretary of State of his  intention to make the modifications
          and has not received a direction not to make the modifications.

     5.   The Licensee has given its consent to the modifications as set out in
          the attached Schedule.




<PAGE>




Now, in accordance with the powers contained in section 11(1) of the Act and
with the consent of the Licensee the Director hereby modifies the Licence in the
manner specified in the attached Schedule with effect on and after 31 December
1997.





                                                              30 December 1997

A J BOORMAN
Authorised on behalf of the
Director General of Electricity Supply




<PAGE>




Ms N Richardson
Assistant Regulatory Manager
South Western Electricity Plc
800 Park Avenue
Aztec West, Almondsbury
Bristol, BS12 4SE


7 March 1997

                                               Our Ref:  97/03/024/Lic/Jem


     Dear Ms Richardson

     EXTENSION OF A SECOND TIER SUPPLY LICENCE TO SUPPLY
     ELECTRICITY


     The  Director General of Electricity Supply directs

     (a)  pursuant  to  paragraph  2 of  Condition 13 of the second tier supply
          licence  granted  under  Section  6 of the  Electricity  Act to South
          Western  Electricity Plc  on  25  March  1991,  that  paragraph 1 of
          Condition 13 shall cease to have effect on 31 March 1998 or such later
          date as the Director may from time to time direct; and

     (b)  pursuant  to  paragraph  3 of  Condition  14  of  that  licence, that
          paragraph  1 of  Condition  14 shall cease to have effect on 31 March
          1998 or such later date as the Director may from time to time direct.



     E J SAUNDERS
     Authorised on behalf of the
     DIRECTOR GENERAL OF ELECTRICITY SUPPLY