<PAGE>

                                                                   EXHIBIT 10.80

                                                                  EXECUTION COPY


                    _______________________________________

                    SHAREHOLDER INTEREST PURCHASE AGREEMENT


                              Dated 3 March 2000

                                    Between

                            MEC International B.V.

                                      and

                      UPC INTERNATIONAL PARTNERSHIP CV II
                    _______________________________________

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                    SHAREHOLDER INTEREST PURCHASE AGREEMENT



THIS SHAREHOLDER INTEREST PURCHASE AGREEMENT ("Agreement") dated 3 March 2000,
by and between:

MEC International B.V., a limited liability company organized under the laws of
The Netherlands ("MECI"); and

UPC INTERNATIONAL PARTNERSHIP CV II, a limited partnership established under the
laws of the Netherlands Antilles ("UPC").

MECI and UPC are hereinafter jointly referred to as the "Parties" and each of
them as a "Party".

                                   RECITALS:


A.   Through its indirectly wholly-owned subsidiary I.V.P.C. 4 S.r.l. (ITALIAN
VENTO POWER CORPORATION) ("IVPC4") UPC holds or will hold the rights to several
wind energy projects totalling an aggregate of 283.1 MW in various locations in
the south of Italy and Sardinia.

B.   Fifty percent of the quotaholder interest in IVPC4 is held by each of IVPC
Energy 5 B.V. ("IEBV5") and IVPC Energy 4 B.V. ("IEBV4"), 100% of the
shareholder interests in each of which are held by UPC.

C.   The Parties contemplate obtaining senior debt financing for the Project in
various stages related to specific sites as follows: Stage A consisting of 99,1
MW; Stage B consisting of 122,7 MW; Stage C consisting of 29,7 MW; and Stage D
consisting of  31,68 MW.

D.   Pursuant to the terms hereof, the Parties wish to provide for the purchase
by MECI of 100% of the shareholder interest in IEBV5 and thereby a fifty percent
(50%) interest in IVPC4 and the Project with the remaining fifty percent (50%)
interest in IVPC4 being retained directly or indirectly by UPC and Finance
Investment Projects S.r.l. ("FIP") through direct investment in IEBV4.

E.   The Parties also wish to agree between them certain other matters with
respect to the Project.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the Parties hereto hereby agree as follows:
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1.   DEFINITIONS, INTERPRETATION AND CONDITIONS PRECEDENT

1.1  Definitions and Interpretation:

     The defined terms and rules of interpretation in Schedule I are hereby
     incorporated herein.

1.2  Pre -Conditions to MECI's Execution of Agreement.
     MECI's  execution of this Agreement is subject to satisfaction of the
     conditions precedent specified in this Section 1.2, which MECI now
     acknowledges, by the execution of this Agreement, have been satisfied or
     waived (subject to Section 1.3 (e) (iii)):

     (a)  Due Diligence

     Satisfactory completion of MECI's due diligence of the Project, IEBV5 and
     IVPC4.

     (b)  Corporate Approvals.

     Approval of Edison Mission's and Edison International's Board of Directors.

     (c)  Equity Base Case.

     The Equity Base Case for the Project attached hereto as Schedule II, shows
     a 15.71% IRR to MECI.

     (d)  Quotaholders Agreement.

     Agreement on the form of an IVPC4 Quotaholders Agreement, attached hereto
     as Schedule III.

     (e) Consulting Services Agreement.

     Agreement on the form of a Consulting Services Agreement attached hereto as
     Schedule IV.

     (f)  Share Transfer

     Agreement on the form of the notarial deed of transfer of shares to effect
     the transfer of the Interest, to be executed before a Dutch civil law
     notary (notaris), substantially in the form as attached to this Agreement
     as Schedule V (the "Notarial Deed").

1.3  Pre-Conditions to Sale and Purchase of the Interest.

     MECI's purchase of the Interest is subject to satisfaction of the following
     conditions precedent:
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     (a)  Satisfaction or waiver (provided, however, that any waiver shall
          require the written approval of MECI, such approval not to be
          unreasonably withheld or delayed) of all the conditions precedent
          required for Financial Close and funding of Stages A and B as
          confirmed in writing by the Senior Lender to IVPC4, except for payment
          into the Disbursement Account of the Equity for Stages A and B.

     (b)  Execution by UPC of the Consulting Services Agreement.

     (c)  Delivery by UPC of the following financial statements, audited by
          Reconta Ernst & Young S.p.A. (as to IVPC4) and Rennie and Co. (as to
          IEBV5 and UPC) in accordance with Applicable GAAP:

          (i)   IVPC4          1999 Year End
                               (for the avoidance of doubt the audited IVPC4
                               financial statements for 1999 shall include and
                               incorporate the financial statements of IVPC
                               Puglia S.r.l.);

          (ii)  IEBV5          1999 Year End;

          (iii) UPC            1999 Year End,

          showing, in each case, no material change from the form of the
          Financial Statements attached hereto as Schedule VI and attesting, in
          each case, that the audited statements present fairly, in all material
          respects, (i) the financial position of each company as of the above
          dates, and (ii) the results of their operations and cash flows for the
          year 1999 are in conformity with Applicable GAAP.

     (d)  Confirmation, satisfactory to MECI that the Banking Base Case is
          consistent with the audited financial statements for IVPC4 referred to
          in paragraph (c) above

     (e)  Agreement on the form of the documents attached as Schedules hereto:

          (i)   The Parties acknowledge that Schedule I (Definitions and
                Interpretation), III (Quotaholders Agreement) (except as set out
                in (iii) below), IV (Consulting Services Agreement), V (Form of
                Notarial Deed), VIII (Subordinated Loan Agreements), IX (Note
                and assignment thereof) are in agreed form and that Schedules II
                (Equity Base Case) (except as set out of 1.3 (f) below), and VII
                (Garrad Hassan Wind Report) are substantially in agreed form.

          (ii)  MECI acknowledges appropriate delivery of the documents in
                Schedule VI (Financial Statements).

          (iii) UPC acknowledges that agreement on the budget attached as
                Exhibit C to the Quotaholders Agreement, is subject to MECI's
                sole discretion (acting reasonably).
<PAGE>

     (f)   Conformation, satisfactory to MECI, that the fee arrangements between
           IVPC4 and the Senior Lenders are adequately reflected in the Equity
           Base Case under the line item referred to as "Front End Fees".


2.   PURCHASE AND SALE, CLOSING AND PURCHASE PAYMENT.

2.1  Subject to Sections 1.2 and 1.3 above, MECI hereby agrees to purchase from
     UPC, and UPC hereby agrees to sell to MECI, 100% of the legal and
     beneficial interest in the capital of IEBV5 (the "Interest") in accordance
     with the provisions of this Agreement.

2.2  Following satisfaction of the last  of the conditions precedent in Section
     1.3 above, the transfer of the Interest shall be perfected by way of a duly
     executed Notarial Deed and MECI and UPC shall cause IEBV5 and IEBV4,
     respectively, to execute the Quotaholders Agreement.

2.3  The purchase payment for the Interest shall be Italian lire Ninety Billion,
     Three Hundred Million (ITL 90,300,000,000), ("Purchase Payment") and shall
     be paid and adjusted in accordance with the following provisions:

     (a)   Initial Payment.

     Following execution of the Notarial Deed then, subject to the terms of the
     Permit Side Letter, MECI shall pay UPC an amount equal to 90% of the
     Purchase Payment multiplied by the ratio (calculated in MWs) which each
     Stage so ready for funding bears to the Project (the "Initial Payment"), as
     follows:

     (i)   not later than noon on the Business Day preceding the date on which
           IVPC4 is ready to submit the first Borrower's Drawdown Certificate
           under the Credit Agreement in respect of a Stage, MECI shall wire on
           behalf of IEBV4 the following amounts (each of them an "Equity
           Portion") to the Disbursement Account for the purpose of satisfying
           IEBV4's obligation under the Credit Agreement to fund its portion of
           Equity for that Stage:

           ITL 8,532,000,000 for Stage A (or that lower amount, sufficient to
           complete the equity funding of the portion pertaining to IEBV4, which
           UPC shall direct in writing to MECI)

           ITL 18,021,500,000 for Stage B

           ITL 3,178,000,000 for Stage C

           ITL 3,290,500,000 for Stage D

           It is expressly agreed and understood by the Parties that in the
           event the Credit Agreement is amended to reflect a change in the MWs
           for Stage C and/or Stage D, then the amounts set forth above for the
           Equity Portion for Stages C and D (and the corresponding Remaining
           Portions and Final
<PAGE>

           Payments (both defined below)) shall be adjusted to reflect the MWs
           actually financed pursuant to the Credit Agreement.

     (ii)  Within three (3) Business Days following receipt of written
           confirmation from IVPC4 that the amounts included in the first
           Borrower's Drawdown Certificate for the relevant Stage have been duly
           received by IVPC4, MECI shall deposit an amount equal to the
           difference between the relevant Initial Payment and the relevant
           Equity Portion (the "Remaining Portion") in the UPC Account.

     (iii) if, for any reason, a drawdown does not occur within two (2) Business
           Days of a Drawdown Date as specified in the relevant first Borrower's
           Drawdown Certificate, then UPC shall promptly reimburse to MECI any
           amounts paid by it pursuant to paragraph (i) above in respect of the
           relevant Stage.

     (b)   Final Payment.

     (i)   Within three (3) Business Days of IVPC4 advising MECI of the final
           outcome of the Regearing Test, MECI may conduct a re-run of the
           Equity Base Case adjusted to take into account the following:

           (A)  the actual starting dates of the commencement of sale of
                electricity from the turbines;

           (B)  the actual start dates of the CIP6/92 incentive periods and the
                projected end dates of such periods;

           (C)  the actual megawatts constructed and accepted under the
                Construction Contract;

           (D)  any reduction in equity cashflows available to MECI resulting
                from the application by the Agent of Clause 18.2 of the Credit
                Agreement;

           (E)  the actual timing of MECI's payments pursuant to Clauses 2.3
                (a)(i) and (ii) above;

           (F)  any amounts paid or payable by IVPC4 in connection with the
                provisions of Article 12 of Resolution No. 13/99 of the
                Authority for the Electricity and Gas plus any increase in
                revenues provided under CIP6 as compensation for any such
                amounts and any decrease in costs of interconnection resulting
                from the implementation of the above Article 12; and

           (G)  the projected timing of the making of the Final Payment (as
                defined below) by MECI to UPC, and the projected amount that
                results from the adjustments made pursuant to these subsections
                (A) through (G) inclusive (for the avoidance of doubt, this may
                result from an iterative calculation).
<PAGE>

     (ii)  Within three (3) Business Days from the completion of the above re-
           runs, MECI shall present to UPC the results of its re-run of the
           Equity Base Case (along with an explanation of its application of the
           adjustments specified in subparagraphs (A) through (G) inclusive
           above), with a view to agreeing with UPC a revised Equity Base Case
           (the "Revised Equity Base Case").  Should the Parties fail to reach
           agreement, the Parties shall defer the final determination of the
           Revised Equity Base Case (other than in respect of the assumptions
           under subparagraph (i) (B) above which will be regulated as set forth
           below) to KPMG, which shall render its decision within ten (10)
           Business Days.

     (iii) Should the Revised Equity Base Case show an IRR lower than that
           specified in Section 1.2(c) above, then the remaining 10% of the
           Purchase Payment shall be reduced to an amount necessary to restore
           the IRR to the level specified in Section 1.2(c), down to zero if
           necessary (the "Reduction"). MECI shall pay UPC the full remaining
           10% of the Purchase Payment, less any Reduction (the "Final
           Payment"), within five (5) Business Days from the final determination
           of the Revised Equity Base Case.

     (iv)  In the event that UPC and MECI have different CIP6/92 end date
           projections pursuant to subsection (i) (B) above, then the Final
           Payment will initially be calculated using MECI's CIP6/92 end dates.
           Any difference between the Final Payment amount calculated using
           UPC's end date assumptions and the Final Payment amount using MECI's
           end date assumptions will be withheld by MECI pending official
           confirmation of such end dates. If such confirmation is not given
           within two (2) years of the calculation date, then such amount will
           no longer be payable to UPC. If such confirmation is provided within
           two (2) years of the calculation date, then the relevant amount,
           compounded at 15.71% per annum, shall be released to UPC within five
           (5) Business Days of such confirmation.

2.4  Put and Call

     If the drawdown for Stages A and B does not occur within thirty (30) days
     of submittal of the first Borrower's Drawdown Certificate for those Stages,
     then MECI shall have the option to put the Interest to UPC for an amount
     equivalent to the payments which MECI has made pursuant to Sections 2.3(a)
     and 4.0.  If MECI does not make the payments under Sections 2.3(a)(i) and
     2.3(a)(ii) for Stages A and B, UPC shall have the option to call the
     Interest from MECI for an amount equivalent to the payments which MECI has
     made pursuant to Sections 2.3(a)(i) and 2.3(a)(ii) and 4.0.

2.5  Late Payments

     Any payment due under this Section 2.0 which is late shall accrue interest
     until paid at the rate of EURIBOR + 4% per annum.  Any undisputed amounts,
     or uncontested portions of disputed amounts, shall be paid by the relevant
     Party in
<PAGE>

     accordance with the provisions hereof.

3.   EQUITY BASE CASE

3.1  The Parties have agreed on an equity base case for the Project (the "Equity
     Base Case"), attached hereto as Schedule II which is the Banking Base Case
     with the following assumptions:

     (a)  wind forecast equal to Hassan Report (attached hereto as Schedule VII)
          at Financial Close at a 50% probability of exceedance;

     (b)  period of any Franchigia not deducted from net power production; and

     (c)  the timing of the making of the Purchase Payment as specified in
          Section 2 above.

     Following the application of the above assumptions and limited to the
     three-year period ending on 31 December 2002, the Equity Base Case shall
     also assume that the Total Operation Cost of IVPC4 shall not exceed the
     following amounts:

     ITL 349,300,000 during the year 2000;
     ITL 2,570,500,000 during the year 2001; and
     ITL 8,145,600,000 during the year 2002.

4.   FUNDING OF SUBORDINATED DEBT FOR IVPC4

     Concurrently with the wiring of funds under subparagraph 2.3 (a) (i) above
     for each Stage, MECI shall procure, pursuant to the terms of the
     subordinated loan agreement in the form attached hereto as Schedule VIII
     (the "IEBV5 Subordinated Loan Agreement") that IEBV5 extends a subordinated
     loan to IVPC4 for up to 50% of the equity contribution required to be
     contributed to IVPC4 with respect to such Stage under the Senior Loan.  For
     the avoidance of doubt, the Equity Portion for each Stage paid by MECI
     under this agreement shall be those amounts lent by IEBV4 to IVPC4 for such
     Stage pursuant to the IEBV4 Subordinated Loan Agreement.

     The Parties expressly agree that either UPC or MECI may propose alternative
     arrangements with respect to the subordinated loans documented in their
     respective subordinated loan agreements and, provided that such proposed
     arrangements comply with the terms of the Finance Documents (including the
     obtaining of consents, if any, required thereunder), UPC or MECI may
     implement said alternative arrangements with the consent of the other
     Party, which consent shall not be unreasonably withheld or delayed.

5.   NOTE PAYABLE TO PARENT

     Simultaneously with the purchase of the Interest and as part of the
     consideration paid therefor, UPC shall assign to MECI the promissory note
     dated 1 March 2000 (the "Note") in the principal amount of USD 2,013,339.
     The agreed form
<PAGE>

     of both the Note and the assignment thereof being attached hereto as
     Schedule IX.

6.   CERTAIN OTHER MATTERS.

6.1  Development Costs

     (a)  Up to Financial Close

          UPC has been solely responsible for funding all development expenses
          for the Project through Financial Close, which (together with interest
          at the rate of EURIBOR plus four percent (4%)) shall be reimbursed
          from the initial draw of the Senior Loan.  To the extent reasonable
          development expenses have been incurred by other UPC Affiliates, such
          costs, duly certified by a director of the relevant Affiliate, will be
          similarly reimbursed at Financial Close.

     (b)  Following Financial Close

          Reasonable development expenses shall be paid out of the proceeds of
          the Senior Loan based on actual budget (not to exceed the Banking Base
          Case budget for such expenses).


6.2  AIP Termination Payment

     IVPC4 and IVPC Puglia S.r.l. (a company now merged into IVPC4)  previously
     entered into two Associazione in Partecipazione ("AIP Agreements") with an
     Affiliate of UPC, IVPC Energy 3 B.V. ("IEBV3").  In order to facilitate
     financing of the Projects IVPC4 and IEBV3 have terminated the AIP
     Agreements effective 30 November 1999 (the "AIP Termination Agreements").
     The AIP Termination Agreements stipulate that all rights of IEBV3 pursuant
     to the AIP Agreements are terminated in exchange for IVPC4 making a payment
     to IEBV3 of ITL 2.94 billion.  Said AIP termination payment shall be made
     not earlier than the First Drawdown, provided the Credit Agreement allows
     for such payment.

6.3  Construction Support

     MECI shall not have any obligation to provide any credit support with
     respect to construction of the Project, including for cost overruns.

6.4  Construction Contingency Distribution

     (a)  Subject to Section 6.8.2, any Contingent Payments available for
          distribution shall be allocated and distributed for the benefit of UPC
          solely, and neither IEBV5 nor MECI shall be entitled to any portion
          thereof (except for any amounts equal to 50% of any operating cash
          flows used by IVPC4 to fund any capital costs or the Debt Reserve
          Account in respect of the release of any Security Interest in the land
          of
<PAGE>

          the Project sites, which amounts shall be retained by IEBV5 or MECI),
          provided, however, that there shall be no distribution of a Contingent
          Payment in an amount equivalent to:

          (i)   that claimed by any third party against IVPC4 alleging that the
                Turnkey Construction Contract was awarded in breach of any
                European Community Directive concerning public or utilities
                procurement or applicable legislation implementing the same in
                Italy for so long as such claim is outstanding; and

          (ii)  any claims by any third party against IVPC4 in connection with
                payments due under the Interconnection Agreements entered into
                or to be entered into by IVPC4, for so long as such claims are
                outstanding,

          (each such retained amount a "Retained Contingency Amount").

          For the avoidance of doubt, any Retained Contingency Amount shall be
          distributable immediately following satisfaction or termination of the
          above referenced claim(s).

     (b)  Any EU Grants awarded to IVPC4 after the date of this Agreement and
          not included in the Banking Base Case shall be for the benefit of the
          UPC solely, and neither IEBV5 nor MECI shall be entitled to any
          portion thereof.

6.5  Management Responsibility

     Following Financial Close, UPC, through its Affiliates, will maintain
     management control of the Project, and as such will have responsibility for
     the ordinary activities during the construction, post-construction and
     operational phases of the Project.  UPC's Affiliates will act as
     construction manager and operations and maintenance manager for the Project
     in accordance with: (i) the management and O&M contracts agreed with the
     Senior Lender, and (ii) the budget approved by IVPC4.  UPC shall cause
     Manager to issue quarterly O&M reports for the benefit of MECI.

6.6  Retained Ownership

     (a)  UPC and MECI acknowledge that the Quotaholders Agreement attached
          hereto as Schedule III contains language governing the disposition of
          the quotas of IVPC4, which language reflects the Parties' intent to
          restrict subsequent sales of the quotas of IVPC4. UPC and MECI hereby
          agree to be bound (and to cause each of their affected lower tier
          companies to be similarly bound) by the terms of the Quotaholders
          Agreement governing disposition of the quotas of IVPC4 as if each of
          them individually were a signatory to the Quotaholders Agreement.

     (b)  without limiting the generality of the undertaking under paragraph (a)
          above, UPC and MECI agree as follows:
<PAGE>

          (i)   neither UPC nor MECI shall dispose of the whole or any part of
                their ownership in IVPC4, whether held directly or indirectly,
                until 1 September 2004 (the period of time from the effective
                date of this Agreement to 1 September 2004 is hereafter referred
                to as the "Hold Period");

          (ii)  following the Hold Period, each of UPC and MECI grants to the
                other Party a right of first refusal (to be exercised, to the
                maximum extent possible, on the same terms as set out in Clause
                8(b)(ii) of the Quotaholders Agreement) in respect of any
                contemplated disposal of all or  part of the capital of any
                Affiliate holding a direct or indirect participation in the
                Capital of IVPC4.  For the avoidance of doubt, both UPC and MECI
                agree that  any of their Affiliates holding at any time a direct
                or indirect participation in the capital of IVPC4 shall be
                maintained as a special purpose company which shall hold the
                quotas of IVPC4 as its sole asset.

     (c)  UPC shall not dispose of any ownership interest in the management and
          service companies until after the Project shall have produced the
          first 1,500 GWH. After the end of such period, if UPC and FIP together
          fail to retain at least a 51% ownership interest in each of the
          management and service companies, then, upon MECI's request, UPC shall
          use its IVPC4 board votes to terminate the agreements with such
          companies.

6.7   FCPA Compliance

      Each of UPC and MECI shall cause IEBV4, IEBV5, IVPC4 and each of the other
      UPC Affiliates involved in the Project to comply with applicable
      provisions of the Foreign Corrupt Practices Act, 15 U.S.C., Section 78a,
      78dd-1, 78dd-2, 78ff (the "FCPA").

6.8   Adjustments of Contingent Payments

6.8.1 If any of the payments and/or allocations provided for under Section 6.4
      above is not permitted under Applicable Law, such payments and/or
      allocations shall not be made and each of MECI and UPC will work together
      in good faith (and take action to cause IVPC4) to structure payments and
      distributions from IVPC4 to themselves, and if necessary make payments
      between themselves regardless of how distributions and/or payments from
      IVPC4 are made, so that the Parties will accomplish the business purpose
      of the allocations and/or payments described in this Agreement. Any such
      payments and/or allocations among IVPC4, UPC and MECI will (a) comply with
      all Applicable Laws, (b) be structured in a manner which achieves the
      business purposes described herein in the most mutually tax efficient
      manner for IVPC4, MECI and UPC, (c) be made on an after-tax basis for the
      Person making such payment, and (d) not require either MECI or UPC to pay
      the other party more cash than such Person has remaining after deducting
      all taxes actually incurred due to the receipt of such funds (directly or
      indirectly) from IVPC4.
<PAGE>

  6.8.2   Any funds received by MECI and/or IEBV5 which represent distributions
          of the Contingent Payments referenced in Section 6.4 above may be held
          by MECI and/or IEBV5 until the model re-run subsequent to the
          Regearing Test, provided that such funds are put into an interest
          earning account and the interest earned on such funds shall be for the
          benefit of UPC. If as of the date of such model re-run, any third
          party has not validly challenged the award of EU Grants to IVPC4, then
          MECI and/or IEBV5, as the case may be, shall immediately release said
          funds to UPC (plus any interest earned on such amounts). If prior to
          the Regearing Test, any third party has validly challenged the award
          of EU Grants to IVPC4, then MECI shall be entitled to retain, for as
          long as any such challenge is pending, a portion of the Contingent
          Payment which is otherwise reasonably necessary to compensate it for
          the potential shortfall in cash flows (calculated on a net present
          value basis using a 15.71% discount rate, hereinafter called the "NPV
          Basis") which it would otherwise be entitled to receive pursuant to
          the terms of this Agreement had said challenge not been brought. Upon
          final resolution of said challenge (including final appeal by IVPC4 to
          the highest authority with jurisdiction over the matter), MECI shall
          pay to UPC: (i) the Contingent Payment amounts withheld (plus accrued
          interest) in the event that IVPC4 is successful, or (ii) such lesser
          amount (plus accrued interest), down to zero, as is required to help
          restore the cash flows (NPV Basis) which MECI would have otherwise
          received had such challenge to the award of EU Grants to IVPC4 not
          been successful.

  6.9     UNDERTAKINGS

  6.9.1   UPC shall cause IVPC4 to comply in all material respects with the
          provisions of Article 15 of Legislative Decree No. 79 of 16 March
          1999. For the avoidance of doubt, MECI shall provide all reasonably
          practical assistance (excluding the payment of money) to enable UPC to
          comply with its obligation.

  6.9.2   UPC undertakes, at its cost and expense (including payments from
          Contingent Payments distributable to it), to cause IVPC4 to comply, as
          appropriate, with Applicable Law relating to height limits and
          environmental impact assessments with respect to those Projects for
          which the application for the building permits has been filed after 14
          March 1999. For the avoidance of doubt, MECI shall provide all
          reasonably practical assistance (excluding the payment of money) to
          enable UPC to comply with its obligation.

  7.      REPRESENTATIONS AND WARRANTIES

  7.1     UPC

          UPC makes the following representations and warranties as of the date
          of this Agreement:

          (a)  Organization. UPC (i) is duly constituted, validly existing and
               in good standing under the laws of the Netherlands Antilles, (ii)
               is duly qualified, authorized to do business and in good standing
               in each jurisdiction where the character of its properties or the
               nature of its activities makes such qualification necessary, and
               (iii) has all requisite corporate power and
<PAGE>

               authority (1) to carry on its business as now being conducted and
               as proposed to be conducted by it, (2) to own or hold under lease
               and operate the property it purports to own or hold under lease,
               (3) to execute, deliver and perform each Transaction Document to
               which it is a party, and (4) to take all action as may be
               necessary to consummate the transactions contemplated thereunder.

          (b)  Authorization; No Conflict. UPC has duly authorized, executed and
               delivered each Transaction Document to which it is a party, and
               UPC's execution and delivery thereof, UPC's consummation of the
               transactions contemplated thereby, and UPC's compliance with the
               terms thereof do not and will not (i) contravene UPC's charter
               documents or any Applicable Law binding on UPC or any of UPC's
               properties, (ii) contravene or result in any breach of or
               constitute any default under, or result in or require the
               creation of any lien upon any of UPC's property under any
               agreement or instrument to which UPC is a party or by which UPC
               or any of UPC's properties may be bound or affected, and (iii)
               require the consent or approval of any Person which has not
               already been obtained.

          (c)  Enforceability. This Agreement and each Transaction Document to
               which UPC is a party is a legal, valid and binding obligation of
               UPC enforceable against UPC in accordance with its terms, except
               to the extent that enforceability may be limited by applicable
               bankruptcy, insolvency, moratorium, reorganization or other
               similar laws affecting the enforcement of creditors' rights and
               subject to general equitable principles.

          (d)  With respect to IEBV5:

               (i)   Organization. IEBV5 (A) is a corporation duly constituted,
                     validly existing and in good standing under the laws of The
                     Netherlands, (B) is duly qualified, authorized to do
                     business and in good standing in each jurisdiction where
                     the character of its properties or the nature of its
                     activities makes such qualification necessary, and (C) has
                     all requisite corporate power and authority (1) to carry on
                     its business as now being conducted and as proposed to be
                     conducted by it, (2) to own or hold under lease and operate
                     the property it purports to own or hold under lease, (3) to
                     execute, deliver and perform each Transaction Document to
                     which it is or will become a party, and (4) to take all
                     action as may be necessary to consummate the transactions
                     contemplated thereunder.

               (ii)  Capitalization. The authorized capital stock of IEBV5
                     consists of 200 shares of common stock, no par value, of
                     which 46 shares are issued and outstanding. All such issued
                     and outstanding shares are validly issued, fully paid and
                     nonassessable and are legally and beneficially owned by UPC
                     free and clear of any Security Interest. No interest in
                     IEBV5 is subject to any option,
<PAGE>

                     warrant, right to call or commitment of any kind or
                     character. No convertible bonds, warrants, options or other
                     rights have been issued or are outstanding, which may give
                     right to any Person to subscribe or purchase any part of
                     the Interest or cause new shares to be issued, nor have any
                     resolutions been taken or contracts been entered into which
                     may result in the creation of any of the above rights.

               (iii) Authorization; No Conflict. IEBV5 has duly authorized,
                     executed and delivered each Transaction Document to which
                     it is a party, and the execution and delivery thereof and
                     the consummation of the transactions contemplated thereby
                     and the compliance with the terms thereof do not and will
                     not (A) contravene its respective charter documents or any
                     Applicable Law binding on it or its respective properties,
                     (B) contravene or result in any breach of or constitute any
                     default under, or result in or require the creation of any
                     lien (other than permitted liens) upon any of its
                     respective properties under any agreement or instrument to
                     which it is a party or by which it or any of its properties
                     may be bound or affected, and (C) require the consent or
                     approval of any Person which has not already been obtained.

               (iv)  Financial Statements. The IEBV5 Financial Statements and
                     all the accounting books and records required by Applicable
                     Law have been prepared in compliance with Applicable Law
                     and Applicable GAAP, are true and complete, and accurately
                     reflect the economic and financial condition of IEBV5 as of
                     the dates they were prepared. There are no liabilities not
                     reflected in the IEBV5 Financial Statements which should
                     have been reflected in accordance with Applicable GAAP.
                     Since 31 December 1999, no events or changes have occurred
                     which have or could materially adversely affect the
                     condition (financial or otherwise) of IEBV5 as reflected in
                     the IEBV5 Financial Statements.

               (v)   Employees. IEBV5 has no employees. To the best of UPC's
                     knowledge, there are no persons who can claim to be
                     employed in any form or manner by IEBV5. To the best of
                     UPC's knowledge, there are no past or present consultants
                     of IEBV5 who could claim the existence of an employment
                     relationship with IEBV5.

               (vi)  Taxes. IEBV5 has complied with all applicable tax, social
                     security and compulsory insurance laws and regulations in
                     force from time to time including all direct and indirect
                     taxes and VAT, or similar charges in any way arising in
                     connection with tax returns, transactions or acts have been
                     regularly paid or reserved; all tax or similar declarations
                     have been properly and timely filed. To the best of UPC's
                     knowledge, there are no pending or announced proceedings or
                     assessments against IEBV5, nor any other claims by the tax
                     or social security authorities with respect to the
                     activities which IEBV5 conducts nor are there any
<PAGE>

                      circumstances which could give rise to such claims. All
                      amounts reserved in the IEBV5 Financial Statements for
                      current and deferred tax and social security liabilities
                      are adequate for the payment of all taxes, duties or
                      similar charges, fines and interest for which IEBV5 may be
                      held liable for any reason whatsoever.

               (vii)  Business. As of the date hereof, IEBV5 has no material
                      liabilities except: (i) ownership of the quotas of IVPC4,
                      (ii) the Note (iii) obligations to Executive Management
                      Trust arising under the Management Agreement dated as of
                      28 July 1998, (iv) those liabilities identified in the
                      IEBV5 Financial Statements, and (v) de-minimus Dutch
                      taxes.

               (viii) Neither UPC nor any of its owners/partners have made or
                      caused to be made, any elections by or for IVPC4 or
                      agreements between the quotaholders of IVPC4, other than
                      the Entity Classification Election - From 8832 (filed for
                      IVPC4 on 16 February 1997), for the allocation of income,
                      (loss), deductions, investment interest, credits, taxes,
                      distributions and debt between the quotaholders of IVPC4
                      for U.S. Tax purposes.


          (e)  With respect to IVPC4:

               (i)    Organization. IVPC4 (A) is a corporation duly constituted,
                      validly existing and in good standing under the laws of
                      Italy, (B) is duly qualified, authorized to do business
                      and in good standing in each jurisdiction where the
                      character of its properties or the nature of its
                      activities makes such qualification necessary, and (C) has
                      all requisite corporate power and authority (1) to carry
                      on its business as now being conducted and as proposed to
                      be conducted by it, (2) to own or hold under lease and
                      operate the property it purports to own or hold under
                      lease, (3) to execute, deliver and perform each
                      Transaction Document to which it is or will become a
                      party, and (4) to take all action as may be necessary to
                      consummate the transactions contemplated thereunder.

               (ii)   Capitalization. The authorized capital of IVPC4 consists
                      of 7,520,000 quotas, par value ITL 1,000, of which
                      7,520,000 quotas are outstanding. All such outstanding
                      quotas are fully paid and nonassessable and are
                      beneficially owned 50% each by IEBV4 and IEBV5 free and
                      clear of any Security Interest. No interest in IVPC4 is
                      subject to any option, warrant, right to call or
                      commitment of any kind or character. No convertible bonds,
                      warrants, options or other rights have been issued or are
                      outstanding, which may give right to any Person to
                      subscribe or purchase any part of the quotas of IVPC4 or
                      cause new quotas to become outstanding, nor have any
                      resolutions been taken or
<PAGE>

                      contracts been entered into which may result in the
                      creation of any of the above rights.

               (iii)  Financial Statements. The IVPC4 Financial Statements and
                      all the accounting books and records required by
                      Applicable Law have been prepared in compliance with
                      Applicable Law and Applicable GAAP, are true and complete,
                      and accurately reflect the economic and financial
                      condition of IVPC4 as of the dates they were prepared.
                      There are no liabilities not reflected in the IVPC4
                      Financial Statements which should have been reflected in
                      accordance with Applicable GAAP. Since 31 December 1999,
                      no events or changes have occurred which have or could
                      materially adversely affect the condition (financial or
                      otherwise) of IVPC4 as reflected in the IVPC4 Financial
                      Statements.

               (iv)   Employees. The employees of IVPC4 have been duly
                      remunerated for all services performed for IVPC4 in
                      accordance with all Applicable Law and the relevant
                      employee contracts. All payments due in relation to
                      severance pay, holidays, insurance, social security
                      contributions and withholding taxes required by Applicable
                      Law and the relevant employment contracts have been
                      regularly effected by IVPC4, or the relevant amounts have
                      been reserved. The salaries and benefits due to each of
                      IVPC4's employees and their relevant position of
                      employment are those which are reflected in the pay
                      registers of IVPC4. There are no other forms of
                      remuneration, insurance, pension or severance pay
                      indemnities, or any agreed items (including fringe
                      benefits) owed to IVPC4's employees other than those
                      prescribed by Applicable Law or the employment contracts
                      with IVPC4. To the best of UPC's knowledge, there are no
                      persons other than those listed in IVPC4 pay registers who
                      can claim to be employed in any form or manner by IVPC4.

               (v)    Taxes. IVPC4 has complied with all Applicable Law
                      regarding tax, social security and compulsory insurance in
                      force from time to time including all direct and indirect
                      taxes and VAT, or similar charges in any way arising in
                      connection with tax returns, transactions or acts have
                      been regularly paid or reserved; all tax or similar
                      declarations have been properly and timely filed. To the
                      best of UPC's knowledge, there are no pending or announced
                      proceedings or assessments against IVPC4, nor any other
                      claims by the tax or social security authorities with
                      respect to the activities which IVPC4 conducts nor are
                      there any circumstances which could give rise to such
                      claims. All amounts reserved in the IVPC4 Financial
                      Statements for current and deferred tax and social
                      security liabilities are adequate for the payment of all
                      taxes, duties or similar charges, fines and interest for
                      which IVPC4 may be held liable for any reason whatsoever.
<PAGE>

               (vi)   Environmental/Occupational Safety & Health. There is no
                      apparent visual evidence of environmental contamination at
                      or above the surface of the sites on which the Project
                      shall be located. To UPC's knowledge, there is no
                      underground environmental contamination at any of the
                      sites on which the Project shall be located. IVPC4 has
                      duly complied with all Applicable Laws concerning health
                      and safety in the workplace, and, to the best of UPC's
                      knowledge, there are no pending or threatened claims,
                      proceedings or investigations against IVPC4 in relation
                      thereto. IVPC4 has obtained, or is in the process of
                      applying for, all necessary environmental authorizations,
                      environmental concessions, environmental licenses and
                      environmental permits required for the construction of the
                      Project.

               (vii)  Business. IVPC4 has not conducted any business other than
                      that related to the development, financing, operation or
                      maintenance of the Project, and IVPC4 does not own any
                      interest in any Person.

          (f)  With respect to certain FCPA related matters:

               (i)    None of UPC, IVPC4, IEBV5 or IEBV4 is owned or controlled,
                      in whole or in part, directly or indirectly, by any person
                      with whom a United States Person or a European Community
                      and/or European Union Person is prohibited from conducting
                      business pursuant to applicable United States federal or
                      state laws and regulations or applicable European
                      Community or European Union laws or regulations as they
                      exist on the date of this Agreement.

               (ii)   UPC, in the performance of its obligations with respect to
                      the Project, confirms that none of UPC or any of UPC's
                      Affiliates, directors, officers, employees, or their
                      respective agents, have violated any laws of Italy, The
                      Netherlands, the United States or any other country which
                      prohibit any Person from making any payment of money or
                      providing anything of value, directly or indirectly to any
                      government official, political party or candidate for
                      political office.

               (iii)  Neither UPC, IVPC4, IEBV4, IEBV5 nor any of its directors,
                      officers or senior managers have ever been convicted of a
                      serious criminal offence in Italy, the United States of
                      America or in any other country. Neither UPC, IVPC4,
                      IEBV4, IEBV5 nor any of its directors, officers or senior
                      managers have entered into any agreement relating to the
                      cessation of illegal activities with any governmental
                      entity or political subdivision of the United States
                      government, the Italian government, the Dutch government,
                      the Netherlands Antilles government or the government of
                      any other country.
<PAGE>

               (iv)   UPC is 75% Controlled, indirectly, by Mr. James Houston
                      and 25% beneficially owned and Controlled, indirectly, by
                      Mr. and Mrs. Brian Caffyn. All of the shares of UPC
                      controlled by Mr. James Houston are held free and clear of
                      any Security Interest. All of the shares of UPC
                      beneficially owned and Controlled by Mr. and Mrs. Brian
                      Caffyn are held free and clear of any Security Interest
                      that would affect their voting rights in such shares.

          (g)  Litigation. There are no pending or, to the best of UPC's
               knowledge, threatened actions or proceedings of any kind,
               including actions or proceedings of or before any Governmental
               Authority, to which any of UPC or IEBV5 or IVPC4 is a party or is
               subject, or by which any of the properties of any of them are
               bound that, if adversely determined to or against UPC or IEBV5 or
               IVPC4 would have a material adverse effect, nor, to the best of
               UPC's knowledge, is there any basis for any such action or
               proceeding.

          (h)  Exactness of the information supplied. To the best of UPC's
               knowledge, all data and information supplied by UPC or its
               Affiliates or its consultants to MECI or to its employees,
               representatives or consultants during the due diligence and the
               negotiations preceding the execution of this agreement were
               materially complete, correct and accurate (and no material
               information was left undisclosed) as of the date the data and/or
               information was tendered to MECI and there are no material events
               or information which have occurred or become available between
               such date and the date of this Agreement which have not been
               brought in writing to the attention of MECI.

     7.2  MECI

          MECI makes the following representations and warranties as of the date
          of this Agreement:

          (a)  Organization. MECI (i) is a corporation duly constituted, validly
               existing and in good standing under the laws of The Netherlands,
               (ii) is duly qualified, authorized to do business and in good
               standing in each jurisdiction where the character of its
               properties or the nature of its activities makes such
               qualification necessary, and (iii) has all requisite corporate
               power and authority (1) to carry on its business as now being
               conducted and as proposed to be conducted by it, (2) to own or
               hold under lease and operate the property it purports to own or
               hold under lease, (3) to execute, deliver and perform each
               Transaction Document to which it is a party, (4) to take all
               action as may be necessary to consummate the transactions
               contemplated thereby.

          (b)  Authorization; No Conflict. MECI has duly authorized, executed
               and delivered each Transaction Document to which it is a party,
               and neither MECI's execution and delivery thereof nor MECI's
               consummation of the transactions contemplated thereby nor MECI's
               compliance with the terms
<PAGE>

                thereof does or will contravene MECI's articles or by-laws, or
                any Applicable Law binding on MECI, or any of MECI's
                properties.

          (c)   Enforceability. Each Transaction Document to which MECI is a
                party is a legal, valid and binding obligation of MECI
                enforceable against MECI in accordance with its terms, except
                to the extent that enforceability may be limited by applicable
                bankruptcy, insolvency, moratorium, reorganization or other
                similar laws affecting the enforcement of creditors' rights and
                subject to general equitable principles.

          (d)   Litigation. There are no pending or, to the best of MECI's
                knowledge, threatened actions or proceedings of any kind,
                including actions or proceedings of or before any Governmental
                Authority, to which MECI is a party or is subject, or by which
                MECI or any of MECI's properties are bound that, if adversely
                determined to or against MECI, would have a material adverse
                effect, nor, to the best of MECI's knowledge, is there any basis
                for any such action or proceeding.

     7.3  Indemnity.

     (a)  Without prejudice to all other rights and remedies, if any, available
          to MECI under Applicable Law and pursuant to this Agreement, UPC
          hereby agrees to indemnify and hold harmless MECI in respect of any
          loss or damage suffered by MECI (whether directly or through IVPC4 or
          IEBV5) to the extent such loss or damage arises out of the breach of
          the representations and warranties contained in Sections 7.1 (d)(iv),
          (vi) and (vii), 7.1.(e)(iii) and (v), and 7.1 (f). For the avoidance
          of doubt, MECI shall not be entitled to double payment of damages in
          respect of the same event, pursuant to different remedies available
          under Applicable Law or this Agreement.

     (b)  Every time a fact or event occurs from which a right to compensation
          pursuant to paragraph (a) may arise, MECI shall give written notice
          thereof to UPC within ninety days of the day on which it became aware
          of such fact or event. The notice shall contain the relevant
          information and the indication of the amount claimed and shall be
          issued no later than:

          (i)   one hundred and twenty days after the expiration, for statutory
                limitation, of the claims which may be raised by third Parties,
                in case of breach to the representations and warranties under
                Sections 7.1 (d) (vi), 7.1 (e) (v) and 7.1 (f);

          (ii)  30 June 2003, in respect to claims for which an indemnification
                may be sought by MECI pursuant to Sections 7.1 (d) (iv) and 7.1
                (e) (iii).

          (iii) 1 March 2001, in respect to claims for which an indemnification
                may be sought by MECI pursuant to Sections 7.1(d)(vii).

     (c)  Upon receipt of the notice under paragraph (b), MECI and UPC will meet
          promptly to resolve amicably any dispute relating to the request from
          MECI for an indemnity pursuant to paragraph (a). If the Parties do not
          reach an agreement
<PAGE>

          within thirty days of the request of MECI (or within a further period
          of thirty days in case of mutually agreed extension of the above term)
          the claim of MECI may be submitted to arbitration pursuant to
          paragraph 9.10.

     8.   CONFIDENTIALITY AND PUBLICITY

          MECI shall keep and ensure that each of its officers, directors,
          agents, employees and advisers shall keep the UPC Information (as
          defined below) in strictest confidence, and UPC shall keep and ensure
          that each of its officers, directors, agents, employees and advisers
          shall keep the MECI Information (as defined below) in strictest
          confidence, in each case for use only in connection with the Project.
          For this purpose, (i) "UPC Information" means the wind data (including
          the Hassan Report), financial information concerning UPC and its
          Affiliates, and any other documents or information delivered to MECI
          in connection with MECI's due diligence and continuing ownership of
          IVPC4, and "MECI Information" means financial information concerning
          MECI and its Affiliates (including IEBV5), (ii) the Transaction
          Documents are both UPC Information and MECI Information, and (iii) any
          other information disclosed by one party (or their Affiliates) to the
          other in writing and marked as 'Confidential', or disclosed orally but
          promptly identified in writing as 'Confidential' shall be confidential
          information of the disclosing party following receipt of such written
          identification. Except as required by law, neither party shall issue
          any statement or communication to the public regarding the
          transactions contemplated hereunder without the prior written consent
          of the other party.

          The confidentiality obligations under Section 8 shall not apply to the
          following information: (i) information which is or becomes part of the
          public domain other than as a result of a breach of this Agreement;
          (ii) information which was known to the receiving party (other than
          through a breach of this Agreement) before being disclosed to the
          receiving party by the disclosing party; and (iii) information which
          is required to be disclosed pursuant to Applicable Law (provided that
          the disclosing party shall seek to minimise such disclosure).
          Notwithstanding the above, disclosure of relevant confidential
          information may be made to any Person (including the Parties): (i)
          proposing to purchase an interest in the Project, or (ii) who is a
          potential financing source for the Project or (iii) who is an advisor,
          Affiliate or employee of any of the above Persons, provided in each
          case that the party wishing to disclose such confidential information
          receives the prior written consent of the other party to this
          Agreement (such consent not to be unreasonably withheld or delayed)
          and the Person enters into a confidentiality agreement with terms
          comparable to those specified herein.

     9.   MISCELLANEOUS

     9.1  Notices and Payments.

          Notices. All notices or other communications required or permitted to
          be given hereunder shall be in writing, shall be addressed as provided
          below and shall be
<PAGE>

          considered as properly given (i) if delivered in person, (ii) if sent
          by overnight delivery service (including Federal Express, ETA, Emery,
          Purolator, DHL, Air Borne and other similar overnight delivery
          services), (iii) if overnight delivery services are not readily
          available, if mailed by first class mail, postage prepaid, registered
          or certified with return receipt requested or (iv) if sent by telecopy
          with a confirming copy sent by courier or first class mail as provided
          in clauses (ii) and (iii). Notice so given shall be effective upon
          initial receipt by the addressee; provided, however, that if any
          notice is tendered to an addressee and the delivery thereof is refused
          by such addressee, such notice shall be effective upon such tender.
          For the purposes of notice, the addresses of the Parties shall be as
          set forth below; provided, however, that any party shall have the
          right to change its address for notice hereunder to any other location
          by giving of thirty (30) days' prior written notice to the other party
          in the manner set forth above. The initial addresses of the Parties
          hereto are as follows:

          (1)  MECI:          Landsdown House
                              Berkeley Square
                              London W1X 5DH
                              Attention: General Counsel
                              Fax: +44 171 312 4041

          (2)  UPC:           UPC International Partnership CV II
                              c/o Rennie and Company
                              1750-1500 West Georgia Street
                              Vancouver, B.C.
                              Canada V6G 2Z6
                              Attention: David Rennie
                              Peter A. Gish, Esq.
                              Fax: + 1 (604) 681-5803

          Payments. All payments required or permitted hereunder shall be made
          in lawful currency of the Italian Republic to one or more accounts
          designated by the receiving party pursuant to a notice delivered to
          the other party in the manner set forth above.

     9.2  Waivers.

          Any Party's failure at any time to require strict performance by the
          other Party of any of the provisions hereof shall not waive or
          diminish the first Party's right thereafter to demand strict
          compliance therewith or with any other provision. None of the
          conditions or provisions of this Agreement shall be held to have been
          waived by any act or knowledge of a Party, its agents or employees,
          but only by an instrument in writing signed by an officer of such
          Party and delivered to the other Party.

     9.3  Survival and Termination of Agreement.

          All covenants, agreements, representations and warranties made herein
          and in the certificates and other documents delivered pursuant hereto
          shall continue in
<PAGE>

          full force and effect so long as any of the rights or obligations
          remain unsatisfied, whereupon this Agreement shall terminate.

     9.4  Successors and Assigns.

          No assignment or transfer (by operation of law or otherwise) of this
          Agreement by either Party hereto of any of its rights or duties
          hereunder may be made without the prior written consent of the other
          Party hereto, provided that either Party shall have the right to
          assign its rights and obligations hereunder to an Affiliate. All
          covenants, promises and agreements by or on behalf of any Party which
          are contained in this Agreement shall inure to the benefit of the
          successors and assigns of the other Party.

     9.5  Severability.

          In case any one or more of the provisions contained in this Agreement
          should be invalid, illegal or unenforceable in any respect, the
          validity, legality and enforceability of the remaining provisions
          shall not in any way be affected or impaired thereby.

     9.6  Accounting Terms.

          All accounting terms not specifically defined herein shall be
          construed and computed in accordance with Applicable GAAP.

     9.7  Headings.

          Headings in this Agreement are for convenience of reference only and
          are not part of the substance hereof.

     9.8  Counterparts.

          This Agreement may be executed in any number of identical
          counterparts, any set of which signed by all the Parties hereto shall
          be deemed to constitute a complete, executed original for all
          purposes.

     9.9  Good Faith.

          The Parties hereto shall act in good faith and fair dealing with
          respect to the transactions contemplated under this Agreement.

     9.10 Arbitration.

          (i)  Any controversy, claim or dispute between the Parties arising out
               of or related to this Agreement or the breach, termination or
               invalidity hereof, which cannot be settled amicably by the
               Parties, shall be submitted for arbitration in accordance with
               the provisions contained herein and in accordance with the
               International Chamber of Commerce Arbitration Rules of the
               International Chamber of Commerce of Paris as at present in force
               ("Rules"). Judgement upon the award rendered by the arbitrators
<PAGE>

                     may be entered in any court having jurisdiction. The
                     decision of the arbitrators shall be final, and each of the
                     Parties waives any right to appeal any decision reached by
                     the arbitrators. The arbitrators shall determine all
                     questions of fact and law relating to any controversy,
                     claim or dispute hereunder, including but not limited to
                     whether or not any such controversy, claim or dispute is
                     subject to the arbitration provisions contained herein;

               (ii)  any Party desiring arbitration shall serve on the other
                     Party and any other applicable Person, in accordance with
                     the aforesaid Rules, its notice of arbitration
                     ("Arbitration Notice"), accompanied by the name of the
                     arbitrator selected by the Party serving the Arbitration
                     Notice. Failing the other Party's acceptance of the
                     selected arbitrator or the Parties' agreement on a single
                     mutually acceptable arbitrator, a second arbitrator shall
                     be chosen by the other Party, and a third arbitrator shall
                     be chosen by the two arbitrators so selected and act as
                     presiding arbitrator of the tribunal. If the Party upon
                     whom the Arbitration Notice is served fails to accept the
                     first Party's arbitrator, agree with the first Party upon a
                     single mutually acceptable arbitrator or advise the other
                     Party of its selection within thirty (30) days after the
                     receipt of the Arbitration Notice, the second arbitrator
                     shall be selected by the appointing authority. If the two
                     arbitrators so chosen cannot agree upon a third arbitrator
                     within ten (10) days after the appointment of a second
                     arbitrator, the third arbitrator shall be selected by the
                     International Chamber of Commerce of Paris (the "ICC"),
                     which shall be the appointing authority and administering
                     authority in accordance with the Rules; provided that, the
                                                             -------- ----
                     Parties may strike the names of arbitrators proposed by the
                     ICC from a first and a second list to select the third
                     arbitrator, and the ICC shall only select such arbitrator
                     in its discretion if all those proposed by the ICC on the
                     two lists are rejected by the Parties. The arbitration
                     proceedings provided hereunder are hereby declared to be
                     self-executing, and it shall not be necessary to petition a
                     court to compel arbitration ;

               (iii) all arbitration proceedings shall be held in London,
                     England. The language to be used in the arbitration
                     proceedings shall be English;

               (iv)  a demand for arbitration shall be made within reasonable
                     time after the claim, dispute or other matter in question
                     has arisen and in no event shall it be made after the date
                     when institution of legal or equitable proceedings based on
                     such claim, dispute or other matter in question would be
                     barred by the applicable statutes of limitations; and

               (v)   if either Party to this Agreement is adjudged to have
                     violated the obligation of acting in good faith imposed by
                     Section 9.9 hereof, the arbitrators shall consider an award
                     of consequential and other appropriate damages against the
                     Party so violating the obligation of acting in good faith.

          9.11 Waiver of Jury Trial
<PAGE>

                Each Party hereby knowingly, voluntarily, and intentionally
                waives any rights they may have to a trial by jury in respect of
                any litigation based hereon, or arising out of, under, or in
                connection with, this agreement, or any course or conduct,
                course of dealing, statements (whether verbal or written), or
                actions of either Party. This provision is a material inducement
                for each Party to enter into this Agreement.

          9.12  Attorneys' Fees.

                In a suit or proceeding brought or instituted by any Party to
                this Agreement to enforce or interpret any of the provisions of
                this Agreement or on account of any damages sustained by any
                Party by reason of the violation of another Party of any of the
                terms or provisions of this Agreement, the prevailing Party
                shall be entitled to recover reasonable attorneys' fees and
                expenses in such amount as shall be fixed by the arbitrators.

          9.13  Governing Law.

                This Agreement shall be governed by and construed in accordance
                with the laws of England, with the exception of the transfer of
                the Interest, which will be governed by Dutch law.


          9.14  Transaction Costs.

                Each Party shall be responsible for its own costs and expenses
                (including advisors and counsel) resulting from the evaluation,
                due diligence and negotiation related to the transaction(s)
                contemplated by this Agreement.

          9.15. Civil Law Notary Nauta Dutilh

                MECI is aware of the fact that Maitre H.P.Ch. van Dijk or any
                other civil law notary of Nauta Dutilh, advocates, civil law
                notaries and tax advisors or any of their deputies (the "Civil
                Law Notary") is working at Nauta Dutilh, being the offices of
                the external legal counsel of UPC, IEBV5 (prior to transfer of
                the shares), and IEBV4 with respect to the share transfer
                contemplated by this Agreement. With reference to Articles 9 and
                10 of the Directives with respect to the co-operation between
                Civil Law Notaries and Lawyers ("Richtlinnen met betrekking tot
                vormen van samenwerking van notarissen onderling met
                advocaten"), as concluded on 1 April 1997 by the board of the
                Royal Notarial Professional Organization ("Koninklijke Notariele
                Beroepsorganisatie"), MECI hereby explicitly agrees to the fact
                that UPC, IEBV5 (prior to transfer of the shares), and IEBV4
                will be represented by Nauta Dutilh on account of the share
                transfers contemplated by the Agreement.
<PAGE>

          IN WITNESS WHEREOF, the Parties have executed this Agreement in
          Switzerland as of the date and year first written above.


          MEC INTERNATIONAL  B.V.       UPC INTERNATIONAL PARTNERSHIP CV II


          By:  _____________________  By:____________________________
                                         James R. Houston
                                         Managing Director
<PAGE>

                                  SCHEDULE I

              SCHEDULE OF DEFINITIONS AND RULES OF INTERPRETATION

Definitions
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"Affiliate" of a Person (the "First Person") means a Person which directly or
indirectly Controls, or is Controlled by, or is under common Control with, the
First Person, and shall also include any limited partnership of which the First
Person or Affiliate thereof is the general partner of the First Person.

"AIP Agreement" has the meaning set forth in Section 6.2.

"AIP Termination Agreement" has the meaning set forth in Section 6.2.

"Applicable GAAP" means generally accepted accounting principles and practices
as in effect in the applicable jurisdiction from time to time, consistently
applied.

"Applicable Law" means all laws, rules, regulations, ordinances, orders, codes,
judgements, decrees, injunctions, permits and similar forms of decision of any
Governmental Authority having jurisdiction over the matter in question, whether
existing as of the date hereof or hereinafter enacted, including relevant
European Union laws and regulations, which are applicable to the Person in
question.

"Banking Base Case" has the meaning provided in Section 3.1.

"Borrower's Drawdown Certificate" shall have the meaning provided in the Credit
Agreement.

"Business Day" means a day (other than a Saturday or a Sunday) on which banks
and foreign exchange markets are open for business in Rome, Milan, New York,
London and Amsterdam.

"Closing Date" means, for any of the Senior Loan or a Subordinated Loan, the
date on which the agreement pertaining to such loan is executed.

"Construction Loan" means a construction loan under the Senior Loan.

"Contingent Payments" has the meaning provided in the Credit Agreement.

"Consulting Services Agreement" means the consulting services agreement in the
form attached hereto as Schedule IV to be entered into between IVPC Gestione
S.r.l. and Edison Mission Italia S.r.l.

"Contractor" means IWT-Italian Wind Technology S.r.l.

"Control" of a Person means the ownership, directly or indirectly, of more than
fifty percent (50%) of the voting rights for management decision-making purposes
of that Person.

"Conversion Date" means any date on which a portion of any Construction Loan
converts to the relevant Term Loan pursuant to the terms of the Senior Loan, or
if such conversion does not occur, then the date when the affected portion of
the Project is refinanced, sold or otherwise disposed of.

"Costs Side Letter" means the side letter dated 3 March 2000 between the Parties
in respect of granted cost limits.

"Credit Agreement" means the agreement evidencing the Senior Loan, and any
replacement thereto.

"Deeds of Pledge" means the deeds of pledge (scrittura per la costituzione di
pegno) to be executed by IEBV5 and IEBV4, with respect to their quota interests
in IVPC4, in favor of  Senior Lender.

"Disbursement Account" means the bank account with National Westminster Bank
plc, Milan Branch, Via Turati 18, 20121 Milan - IVPC4 Disbursement Account No.
20-50247.
<PAGE>

"Equity" has the meaning provided in the Credit Agreement.

"Equity Portion" has the meaning set forth in Section 2.3.

"EU Funds" means amounts awarded and actually delivered to IVPC4 by any Regione
or Regioni of the Italian Republic out of funds provided to such Regione or
Regioni by the European Union.

"Final Payment" has the meaning set forth in Section 2.3.

"Finance Document" has the meaning provided in the Credit Agreement.

"Financial Close" means the Closing Date for the Credit Agreement.

"FIP" means Finance Investment Projects S.r.l.

"Franchigia" means the maximum period with no penalties for which the power
purchaser under the power purchase agreements is allowed to suspend the power
offtake, due to operational and maintenance requirements.

"Governmental Authority" means any federal, national, regional, provincial,
state or local government authority, agency, court or other body, officer or
public entity, including any zoning authority, building inspector, or health or
safety inspector.

"GWH" means gigawatt hour.

"Hassan" means Garrad Hassan and Partners Limited.

"Hassan Report" means the wind data report prepared by Hassan in relation to the
Project attached hereto as Schedule VII.

"Hold Period" has the meaning provided in Section 6.6.

"IEBV4" means IVPC Energy 4 B.V., a company organized under the laws of The
Netherlands.

"IEBV4 Subordinated Loan Agreement" means the loan agreement, attached hereto as
Schedule VIII, substantially identical to the IEBV5 Subordinated Loan Agreement
to be entered into by IEBV4 and IVPC4.

"IEBV5" means IVPC Energy 5 B.V., a company organized under the laws of The
Netherlands.

"IEBV5 Financial Statements" means the unaudited financial statements of  IEBV5
as at 31 December 1999, attached hereto as Schedule VI.

"IEBV5 Subordinated Loan Agreement" has the meaning set forth in Section 4.0.

"Initial Payment" has the meaning set forth in Section 2.3.

"Interest" has the meaning provided in Section 2.1.

"IRR" means the internal rate of return on capital for MECI, being the number in
the cell adjacent to the cell marked "IRR" in the Equity Base Case.

"IVPC4 Financial Statements" means the audited financial statements of  IVPC4 as
at 31 December 1999, attached hereto as Schedule VI.

"IVPC4 Quotaholders Agreement" means the Agreement to be entered into between
IEBV4 and IEBV5, attached hereto as Schedule III.

"EURIBOR" has the meaning set forth in the Credit Agreement.

"Mediocredito" means Mediocredito Centrale S.p.A. a bank organized under the
laws of the Italian Republic.

"MW" means megawatt.

"Net Cash Flow" means Operating Cash Flow less senior debt service.

"Note" has the meaning set forth in Section 5.0.

"Opened Stage" has the meaning set forth in Section 2.3.

"Permit Side Letter" means the side letter dated 3 March 2000 between the
Parties in respect of permits.

"Person" means any individual, partnership, joint stock company, corporation,
trust, unincorporated association or joint venture, a government or any
department or agency thereof, or any other entity.
<PAGE>

"Project" means all of the Stages, collectively, and includes the Rocca San
Felice Project.

"Purchase Payment" means the amounts referred to in Section 2.3.

"Reduction" has the meaning set forth in Section 2.3.

"Regearing Test" has the meaning ascribed to it in the Credit Agreement.

"Remaining Portion" has the meaning set forth in Section 2.3.

"Retained Contingency Amount" set forth in Section 6.4.

"Revised Equity Base Case" has the meaning provided in Section 2.3.

"Rocca San Felice Project" means the 2.4 MW wind energy project located in the
commune of Rocca San Felice.

"Rules" has the meaning set forth in Section 9.10.

"Senior Lender" means Mediocredito, and includes any successor thereto.

"Senior Loan" means any senior secured non-recourse loan.

"Stage" or "Stages" has the meaning provided in Recital C.

"Subordinated Loans" means the subordinated loans to be extended by IEBV5 and
IEBV4 pursuant to the IEBV4 Subordinated Loan Agreement and the IEBV5
Subordinated Loan Agreement.

"Term Loan" means a term loan under the Senior Loan for any of Stage A, Stage B,
Stage C, and Stage D.

"Transaction Documents" means the Shareholder Interest Purchase Agreement, the
Subordinated Loan Agreements, and the Deeds of Pledge.

"UPC Account" means the bank account with Bank J. Vontobel & Co. Ltd. in the
name of UPC International N.V., with the following wire instructions: Chase
Manhattan Bank, New York, NY, Swift Code CHASUS33, ABA # 021 0000 21, Bank J.
Vontobel & Co. Ltd., Swift Code VONTCHZZ, Account No. 001-1-004298, UPC CV
(Attn: Ms. Martina Wurgler).

"UPC Financial Statements" means the unaudited financial statements of UPC
attached hereto as Schedule VI.
<PAGE>

Interpretation

All capitalised terms not expressly defined in this Agreement shall have the
same meaning as in the Credit Agreement.

All terms defined in this agreement in the singular form shall have comparable
meanings in the plural form and vice versa.

All references to "Lira" or "ITL" shall refer to Italian Lira, or equivalent
amount in one or more foreign currencies.

A reference to an Applicable Law includes any amendment or modification to such
Applicable Law.

A reference to a Person includes such Person's permitted successors and
permitted assigns.

The words "include", "includes" and "including" and words of similar import are
not limiting or exclusive.

A reference in a document to an Article, Section, Exhibit, Schedule, Annex,
Attachment or Appendix is to the Article, Section, Exhibit, Schedule, Annex,
Attachment or Appendix of such document unless otherwise indicated.

In this Agreement, references to Schedules, the Permit Side Letter and the Costs
Side Letter shall be deemed incorporated into this Agreement by reference and
shall be part hereof.

References to any document, instrument or agreement (a) shall include all
exhibits, schedules and other attachments thereto, (b) shall include all
documents, instruments or agreements issued or executed in replacement thereof,
and (c) means such document, instrument or agreement, or replacement or
predecessor thereto, as amended, modified and supplemented from time to time and
in effect at any given time.

The words "hereof," herein" and "hereunder" and words of similar import when
used in any document shall refer to such document as a whole and not to any
particular provision of such document.

References to "days" means calendar days, unless the term "Business Days" is
used.  References to a time of day means such time in Milan, Italy unless
otherwise specified.

This document is the result of negotiations between, and has been reviewed by
the Parties hereto and their respective counsel.  Accordingly, it shall be
deemed to be the product of all Parties thereto, and no ambiguity shall be
construed in favor of or against any party.

A reference in any representation to "the best of UPC's knowledge" shall mean to
the best of UPC's knowledge following appropriate inquiry into the matter in
question.
<PAGE>

                                  SCHEDULE II
                               EQUITY BASE CASE
<PAGE>

                                 SCHEDULE III
                            QUOTAHOLDERS AGREEMENT
<PAGE>

                                  SCHEDULE IV
                         CONSULTING SERVICES AGREEMENT
<PAGE>

                                  SCHEDULE V
                             FORM OF NOTARIAL DEED
<PAGE>

                                  SCHEDULE VI
                           UPC FINANCIAL STATEMENTS
                          IEBV5 FINANCIAL STATEMENTS
                          IVPC4 FINANCIAL STATEMENTS
<PAGE>

                                 SCHEDULE VII
                           GARRAD HASSAN WIND REPORT

                               (to be attached)
<PAGE>

                                 SCHEDULE VIII
                         SUBORDINATED LOAN AGREEMENTS
                               (IEBV4 AND IEBV5)
<PAGE>

                                  SCHEDULE IX
                  AGREED FORM OF NOTE AND ASSIGNMENT THEREOF