<PAGE>

                                                                     EX-10(nn)


                             WIND TURBINE EQUIPMENT

                         SALES AND INSTALLATION CONTRACT
<PAGE>

                                TABLE OF CONTENTS

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                                                                          Page
<S>                                                                     <C>
1.    DEFINITIONS OF TERMS.................................................-1-

2.    SALE AND PURCHASE OF THE FACILITY AND PERFORMANCE OF THE WORK.......-10-

3.    OTHER PROJECT WORK..................................................-11-

4.    WTG AND EQUIPMENT SUPPLY AND DELIVERY...............................-12-

5.    INSTALLATION OF THE FACILITY........................................-13-

6.    OTHER RESPONSIBILITIES OF VESTAS-AMERICAN...........................-14-

7.    OBLIGATIONS OF THE CORPORATION......................................-19-

8.    TOWER FOUNDATIONS...................................................-23-

9.    TIME FOR COMPLETION.................................................-23-

10.   FACILITY PRICE......................................................-25-

11.   PAYMENT OF FACILITY PRICE...........................................-27-

12.   ACCEPTANCE TESTING AND SUBSTANTIAL COMPLETION.......................-30-

13.   FINAL ACCEPTANCE....................................................-33-

14.   RISK OF LOSS........................................................-34-

15.   CHANGE ORDERS.......................................................-35-

16.   SUBCONTRACTORS AND SUPPLIERS........................................-36-

17.   ROYALTIES AND PATENTS...............................................-37-

18.   TERMINATION AND SUSPENSION..........................................-37-

19.   WARRANTIES..........................................................-40-

</TABLE>

                                      -i-
<PAGE>

<TABLE>
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<S>                                                                      <C>

20.   FORCE MAJEURE.......................................................-42-

21.   INSURANCE...........................................................-43-

22.   LIMITATION ON DAMAGES...............................................-48-

23.   REPRESENTATIONS AND WARRANTIES......................................-48-

24.   INDEMNITY...........................................................-51-

25.   INTELLECTUAL PROPERTY RIGHTS........................................-53-

26.   NOTICES.............................................................-54-

27.   INSPECTION..........................................................-55-

28.   MISCELLANEOUS.......................................................-56-

</TABLE>

                                      -ii-
<PAGE>


                                     -iii-
<PAGE>

LIST OF EXHIBITS

<TABLE>
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<S>           <C>

Exhibit "A"   Detailed Plan
Exhibit "B"   Facility Description
Exhibit "C"   Final Acceptance Certificate
Exhibit "D"   General Design and Plans
Exhibit "E"   Payment Schedule
Exhibit "F"   Preliminary Acceptance Certificate 
Exhibit "G"   Project Site 
Exhibit "H"   Project Timeline 
Exhibit "I"   Test and Inspection Procedures 
Exhibit "J"   Tower Foundation Designs and Specifications 
Exhibit "K"   Access Requirements
Exhibit "L"   Parent Guaranty 
Exhibit "M"   Form of Amendment 
Exhibit "N"   Standard Warranty 
Exhibit "O"   Payment Security (Form of Letter of Credit) 
Exhibit "P"   V47 Facility Price Breakdown 
Exhibit "Q"   V66 Facility Price Breakdown

</TABLE>

                                      -iv-
<PAGE>

                             WIND TURBINE EQUIPMENT
                         SALES AND INSTALLATION CONTRACT

      This WIND TURBINE EQUIPMENT SALES AND INSTALLATION CONTRACT (this
"Contract") is made and entered into this day of _____________, 1998 (the
"Effective Date") by and between York Research Corporation, a Delaware
corporation (the "Corporation"), and Vestas-American Wind Technology, Inc., a
California corporation ("Vestas-American" or "Contractor"), in light of the
following facts and circumstances:

      A. The Corporation is developing a wind energy project located in Howard
County near the city of Big Spring, Texas consisting of forty-six (46) wind
turbine generators having an aggregate capacity of approximately thirty-four
(34) megawatts (the "Project"). The electricity generated by the Project will be
sold to TU Electric Company (the "Utility") pursuant to the Power Purchase
Agreement (defined in Section 1 below).

      B. The Corporation wishes to retain Vestas-American to supply, deliver,
erect, install, start-up, test and commission the Wind Turbine Generators
(defined in Section 1 below), the Towers (defined in Section 1 below) and
certain other equipment.

      C. Vestas-American wishes to sell such equipment and provide such
installation services on the terms and conditions set forth in this Contract.

      NOW, THEREFORE, in consideration of the premises, the mutual promises and
covenants set forth herein, and for other good and valuable consideration,
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1. DEFINITIONS OF TERMS.

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

      1.1.  Acceptance Testing: The testing of the WTGs and each of the Phases
            as set forth in Section 12 to determine whether the WTGs, the Phases
            and the Facility are fully operational to permit Substantial
            Completion.

      1.2.  Affiliate: Any person or entity controlling, controlled by or under
            direct common control with, the Corporation or Vestas-American, as
            the case may be, and, in the case of Vestas-American, any entity
            under direct control by the same person or entity directly
            controlling Vestas-American.

      1.3.  Applicable Laws: All laws, treaties, ordinances, statutes, rules,
            regulations, codes, orders and interpretations thereof of any
            federal, state, county, municipal, regional,
<PAGE>

            environmental or other governmental body, agency or authority of the
            United States having jurisdiction over the Job Site, performance of
            the Work or other services to be performed hereunder and
            construction of the Facility.

      1.4.  Applicable Permits: Any valid waiver, exemption, variance,
            franchise, permit, authorization, license or similar order of or
            from any federal, state, county, municipal, regional, environmental
            or other governmental body, agency or authority having jurisdiction
            over the Job Site, performance of the Work or any other services to
            be performed hereunder. Such Applicable Permits shall include any
            necessary sign-offs, certifications or approvals required by the
            applicable governmental body, agency or authority.

      1.5.  Approved by the Project Manager: With respect to any matter that
            requires the approval of the Project Manager, the term "Approved by
            the Project Manager" means that the Project Manager, on behalf of
            the Corporation, has reviewed such matter and concurs that it
            complies with the General Designs and Plans, which approval shall be
            solely for the convenience of Vestas-American. However, such term
            does not denote or connote that the Corporation or the Project
            Manager in any way has assumed any responsibility for the
            installation means or materials which are and will remain the
            responsibility and liability of Vestas-American pursuant to the
            terms and conditions of the Contract Documents.

      1.6.  As-Built Drawings: Final drawings of the installed WTGs (not to
            include design and manufacturing drawings) and Towers.

      1.7.  Bankruptcy Event: Shall have the meaning set forth in Section 18.1
            of this Contract.

      1.8.  Business Day: Any day other than a day on which banks located in
            California or Texas are required or authorized by law or by
            executive order to close.

      1.9.  Change in Law: (i) the enactment, adoption, promulgation,
            modification or repeal after the date of this Contract of any
            Applicable Law(s); or (ii) the imposition of any material conditions
            on the issuance or renewal of any Applicable Permit after the date
            of this Contract (notwithstanding the general requirements contained
            in any Applicable Permit at the time of application or issue to
            comply with future laws, ordinances, codes, rules, regulations or
            similar legislation), which in the case of either (i) or (ii),
            establishes requirements affecting the design, construction,
            start-up, conduct of Acceptance Testing, Facility Price, Project
            Timeline or Payment Schedule in respect of the Facility which make
            them materially more burdensome than the requirements specified in
            this Contract, provided that a change in federal, state, county or
            any other income tax law after the date of the Contract shall not be
            a Change in Law pursuant to this Contract.


                                      -2-
<PAGE>

      1.10. Change Order: A written order, issued under Sections 9 or 15 hereof,
            signed by the Corporation and Vestas-American authorizing an
            addition, deletion or revision of the Work and/or materials or
            equipment within the general scope of the Contract Documents and, if
            applicable, authorizing an adjustment in the Facility Price, and/or
            a change in the Project Timeline.

      1.11. Communication System: Either the Second Wind Inc. ("Second Wind")
            communication system consisting of Second Wind's Advanced
            Distributed Monitoring System comprised of an on-site supervisor
            computer, off-line project analyst software, communicating turbine
            monitors, meteorological stations and a system communication
            network, or a communication system supplied by an entity reasonably
            acceptable to Vestas-American and which is not a competitor of, or a
            parent, subsidiary or affiliate of a competitor of Vestas-American
            or Vestas Wind Systems.

      1.12. Construction Financing: The binding loan or other credit support
            documentation between a Lender and the Owner pursuant to which such
            Lender agrees to finance in whole or in part the cost of the design,
            engineering, procurement, construction, start-up, testing and
            initial operation of the Project.

      1.13. Construction Manager: The Person designated by the Contractor, and
            approved by Corporation, prior to commencement of the Work, to be
            its construction manager to carry out its responsibilities under
            this Contract. The designated Construction Manager may not be
            changed during the term of this Contract without the written consent
            of the Corporation, which consent shall not be unreasonably
            withheld.

      1.14. Consulting Engineer: The Consulting Engineer (or Engineers)
            designated by the Corporation for itself or on behalf of any Lender.

      1.15. Contract: This Wind Turbine Equipment Sales and Installation
            Contract, including all exhibits and schedules attached hereto, as
            the same may be amended from time to time.

      1.16. Contract Documents: The Change Orders, Contract, Detailed Plan,
            Facility Description, General Design and Plans and Project Timeline,
            each as the same may be amended from time to time.

      1.17. Contractor: Shall mean Vestas-American Wind Technology, Inc.

      1.18. Contractor's Tower Foundation Designs and Specifications: The
            preliminary foundation designs and plans prepared by Contractor.

      1.19. Dkk: Danish Kroner.


                                      -3-
<PAGE>

      1.20. Deposit: The $462,000 previously paid by the Corporation to
            Vestas-American to secure WTG production space for the Vestas Model
            V66-1650kW WTGs, which Deposit shall be credited against the
            Subsequent Down Payment.

      1.21. Detailed Plan: The plans prepared by Vestas-American and approved by
            the Corporation which show in detail the equipment installation to
            be performed, including, without limitation, the Tower and WTG
            Specifications which are attached hereto as Exhibit "A".

      1.22. Dollar(s): United States Dollars.

      1.23. Down Payment: The Initial Down Payment and the Subsequent Down
            Payment in the amounts set forth in Section 11.1 to be paid by the
            Corporation as a Down Payment of the Facility Price.

      1.24. Effective Date: The date on which this Contract is entered into by
            the Corporation and Vestas-American, which date is the date first
            above written.

      1.25. Electrical Specifications: The WTG electrical data and electrical
            diagrams, included in Exhibit "A".

      1.26. Event of Default: The events set forth in Section 18.1.

      1.27. Facility: That portion of the Project consisting of forty-six (46)
            Wind Turbine Generators, and forty-six (46) Towers, as more
            particularly described in Exhibit "B" attached hereto as the
            Facility Description, to be installed on the Project Site in three
            Phases pursuant to, and in accordance with, the terms of the
            Contract Documents. The term "Facility" specifically does not
            include (a) the Tower Foundations, Padmount Transformers,
            connections from the WTG ground controllers to the Padmount
            Transformers and the Communication System, (b) the electrical
            infrastructure and interconnections from the Padmount Transformers
            to the Interconnect Substation, cabling and wiring of the
            Communication System, the Interconnect Substation and related
            electrical infrastructure and other interconnections which will be
            used by the Project, (c) rights to the Project Site, the Power
            Purchase Agreement or any other leasehold rights or contractual
            rights or authorizations necessary for the production, delivery and
            sale of electrical power produced by the Wind Turbine Generators, or
            (d) any other work or services being performed, or equipment being
            supplied, by the Corporation or Owner, and other required
            authorizations otherwise necessary or appropriate for the
            construction and operation of the Project and which Vestas is not
            specifically responsible for obtaining pursuant to this Contract.


                                      -4-
<PAGE>

      1.28. Facility Price: The amount payable to Vestas-American for the
            Facility under this Contract pursuant to the provisions of Section
            11, consisting of the V47 Facility Price and the V66 Facility Price,
            as adjusted from time to time by Change Order(s).

      1.29. Facility Rights: The royalties and fees described in Section 17,
            required for the performance of the Work.

      1.30. Field Order: A written order affecting a change in the Work not
            involving an adjustment in the Facility Price or an extension of a
            Scheduled Substantial Completion Date issued by the Corporation to
            Vestas-American during the construction of the Facility under the
            provisions of Section 15.

      1.31. Final Acceptance: The Corporation's written acceptance provided in
            the form of a Final Acceptance Certificate in the form attached
            hereto as Exhibit "C" of the Facility and the Work, issued pursuant
            to Section 13.2, acknowledging that all acceptance requirements for
            the Facility contained in this Contract have been fulfilled.

      1.32. Final Acceptance Date: The date on which Final Acceptance of the
            Facility occurs.

      1.33. Force Majeure: Shall have the meaning set forth in Section 20.

      1.34. Foundation Template Rings: Template rings created from the bottom
            flange ring of a Tower, used in the positioning of foundation anchor
            bolts and construction of Tower Foundations.

      1.35. General Design and Plans: The part of the Contract Documents
            prepared by the Corporation that are attached as Exhibit "D" hereto,
            and which show conceptually (a) the design of the Project, as a
            whole and by Phase, and (b) the layout and siting of the WTGs and
            Towers by Phase.

      1.36. Initial Down Payment: The amount set forth in Section 11.1 as the
            first portion of the Down Payment to be paid by the Corporation.

      1.37. Installation Warranty: The warranty described in Section 19.2.

      1.38. Intellectual Property Rights: Vestas-American's rights of ownership
            and use set forth in Section 25.

      1.39. Interconnect Substation: The Interconnect Substation, transformer,
            meter and interconnection facilities to be owned by the Owner to
            which electrical power produced by a Phase or Phases, or the
            Facility, as the case may be, will be delivered and at which the
            Utility will meter such deliveries.


                                      -5-
<PAGE>

      1.40. Interim Notice to Proceed: A written notice, issued prior to a
            Notice to Proceed, by the Corporation, or a duly authorized agent or
            designee on the Corporation's behalf, to Contractor directing
            Contractor to commence and complete Work under this Contract.

      1.41. Job Site: Those areas of the Project Site designated in writing by
            the Corporation for performance of the Work and such additional
            areas as may, from time to time, be designated in writing by the
            Corporation for Contractor's use hereunder.

      1.42. Lender: The Person or Persons that agree to provide Construction
            Financing and/or term financing for the Project.

      1.43. Notice to Proceed: A Written Notice issued by the Corporation, a
            duly authorized agent or designee on the Corporation's behalf to
            Contractor directing Contractor to commence and complete either the
            V47 or V66 portion of the Work under this Contract.

      1.44. Notice to Proceed Date: One or both of the Notice to Proceed Date(s)
            set forth in Section 4.3.1 hereof.

      1.45. Notice of Substantial Completion: Notice given by Vestas-American to
            the Corporation that the requirements for Substantial Completion for
            a given Phase have been met, as more particularly set forth in
            Section 12.2.

      1.46. Operator: The person or entity providing operations and maintenance
            for a Phase or Phases, or the Facility, as the case may be, and
            otherwise means the Corporation, unless otherwise specified in
            writing.

      1.47. Other Contractors: Persons or entities, other than Vestas-American,
            with whom the Corporation or the Owner contracts or subcontracts,
            including subcontractors, to supply equipment or perform services in
            connection with the completion of the Project, which equipment and
            services are not to be provided under this Contract by
            Vestas-American as part of the Work and installation of the
            Facility. The "Other Contractors" may include the Corporation or the
            Owner in the event the Corporation or the Owner elects to supply
            such other equipment or perform such other services itself.

      1.48. Other Project Work: The work to be performed, services to be
            provided and/or equipment to be supplied by the Other Contractors
            for the construction of a fully completed Project, as more
            particularly described in Section 3.


                                      -6-
<PAGE>

      1.49. Owner: New World Power Texas Renewable Energy Limited Partnership, a
            Texas limited partnership, the general and limited partners of which
            are wholly owned subsidiaries of the Corporation.

      1.50. Padmount Transformer: A 690V/25kV three phase transformer through
            which electrical power produced by a WTG will pass and will be
            stepped up from 690V to 25kV.

      1.51. Parent Guaranty: The guaranty provided by Vestas Wind Systems A/S
            pursuant to Section 28.19 of this Contract.

      1.52. Payment Events: Those events, described in Section 11.2 hereof,
            following which interim payments on the Facility Price will be made.

      1.53. Payment Schedule: The schedule for periodic payments to
            Vestas-American by the Corporation as the delivery of equipment and
            installation thereof progresses as set forth in Exhibit "E", as the
            same may be amended from time to time in accordance with this
            Contract.

      1.54. Payment Security: An irrevocable, dual currency standby letter of
            credit substantially in the form of Exhibit "O" attached hereto or
            other form of liquid payment security for the benefit of
            Vestas-American issued by a commercial bank or by an insurance or
            surety bond company having an A.M. Best rating of A+15 or better,
            respectively, and reasonably acceptable to Vestas-American, in the
            amount of sixty-five percent (65%) of the Facility Price which
            provides for payments in accordance with Section 11.3.

      1.55. Person: Any individual, corporation, company, voluntary association,
            partnership, incorporated organization or government (or any agency
            or political subdivision thereof).

      1.56. Phases: The three (3) distinct parts of the Facility (each comprised
            of a number of WTGs, Towers and associated equipment) that will be
            constructed and assembled in sequence according to the Project
            Timeline and General Design and Plans, and which together constitute
            the Facility.

      1.57. Preliminary Acceptance: The Corporation's written acknowledgment
            that a given Phase is Substantially Complete and that the acceptance
            requirements set forth in Section 12.3 have been fulfilled to the
            Corporation's satisfaction provided in the form of a Preliminary
            Acceptance Certificate in the form attached hereto as Exhibit "F".


                                      -7-
<PAGE>

      1.58. Power Purchase Agreement: The Renewable Resource Energy Purchase
            Agreement dated September 13, 1994 by and between the Owner and
            Utility relating to the purchase by Utility of electricity produced
            by the Facility, as amended by that certain Amendment No. 1 dated as
            of November 25, 1996, and Amendment No. 2 dated as of February 19,
            1997, and Amendment No. 3 dated as of September 8, 1997, as the same
            may be amended from time to time.

      1.59. Project: The term "Project" is defined in the Recitals to this
            Contract and includes the Facility, the Work, the connection from
            the Facility to the Interconnect Substation, the Interconnect
            Substation, the Other Project Work and all contractual rights and
            authorization necessary for the production, delivery and sale of
            electrical power produced by the WTGs.

      1.60. Project Manager: The authorized representative of the Corporation
            who is assigned to the Project Site or any part thereof from time to
            time to act as a liaison with Vestas- American.

      1.61. Project Site: The real property located in Howard County, Texas,
            more particularly described in Exhibit "G" attached hereto, on which
            the Facility is to be installed and the Project constructed.

      1.62. Project Timeline: The detailed chronology of all events significant
            to the WTG and equipment procurement, installation, start-up,
            testing and acceptance of each of the Phases and the Facility, and,
            with respect to the Project, the Other Project Work, as the same may
            be amended from time to time under the circumstances described in
            Section 9.1 hereof, as more particularly described in Exhibit "H"
            attached hereto.

      1.63. Prudent Electrical Power Industry Practices: Those practices,
            methods and equipment that are commonly used in prudent electric
            utility engineering, construction and operations in the state of
            Texas to operate equipment lawfully and with safety, dependability,
            efficiency and economy.

      1.64. Punchlist: A list prepared by the Contractor and delivered to and
            approved by the Corporation describing items of Work which remain to
            be completed. The Punchlist items shall not include any items that
            affect the safety, reliability, or operability of the Facility or
            the Work, and the cost of the remaining Work included on a Punchlist
            shall not exceed $100,000.

      1.65. Scheduled Facility Completion Date: The date set forth in the
            Project Timeline by which the parties intend that the Facility will
            be completed.


                                      -8-
<PAGE>

      1.66. Scheduled Substantial Completion Date: With respect to any Phase of
            the Facility, the date set forth in the Project Timeline by which
            the parties intend that such Phase will be Substantially Completed,
            as adjusted from time to time as provided herein.

      1.67. Standard Warranty: The warranty of parts and power curve described
            in Section 19 hereof and more particularly described in Exhibit "N"
            to this Contract.

      1.68. Subsequent Down Payment: The amount set forth in Section 11.1 as the
            second portion of the Down Payment to be paid by the Corporation in
            two installments on April 15, 1998 and June 1, 1998.

      1.69. Subcontractor: Any Person performing work on behalf of
            Vestas-American or with any other Subcontractor regarding the
            performance of any obligations undertaken by Vestas-American under
            the Contract Documents.

      1.70. Substantial Completion: A Phase has been installed in accordance
            with the Contract Documents, is substantially complete, and has met
            the requirements set forth in Section 12.2.

      1.71. Supplier: Any Person who or which supplies materials or equipment
            for the Work, including that fabricated to a special design, but who
            or which does not perform labor at the Project Site.

      1.72. Test and Inspection Procedures: The commission and start up testing
            procedures, as more particularly described in Exhibit "I" attached
            hereto.

      1.73. Tower: A sixty-five (65) or eighty (80) meter steel tubular tower
            (measured from the base of the Tower to the center of the WTG hub)
            upon which WTGs will be mounted, more particularly described in
            Exhibit "A" attached hereto.

      1.74. Tower Foundation: The concrete foundation complete with embedment
            rings and anchor bolts necessary for installation and erection of a
            Tower.

      1.75. Tower Foundation Designs and Specifications: The preliminary
            foundation designs and plans for Tower Foundations to be provided by
            Corporation.

      1.76. Tower Specifications: The technical descriptions and specifications
            for the Towers, included in Exhibit "A".

      1.77. Utility: TU Electric Company and/or its successors and assigns.

      1.78. V47 Dkk Amount: That portion of the V47 Facility Price set forth in
            Section 10 hereof to be paid in Dkk.


                                      -9-
<PAGE>

      1.79. V47 Dollar Amount: That portion of the V47 Facility Price set forth
            in Section 10 hereof to be paid in Dollars.

      1.80. V66 Dkk Amount: That portion of the V66 Facility Price set forth in
            Section 10 hereof to be paid in Dkk.

      1.81. V66 Dollar Amount: That portion of the V66 Facility Price set forth
            in Section 10 hereof to be paid in Dollars.

      1.82. V47 Facility Price: That portion of the Facility Price set forth in
            Section 10 hereof applicable to the V47 portion of the Work,
            consisting of the V47 DKK Amount and the V47 Dollar Amount.

      1.83. V66 Facility Price: That portion of the Facility Price set forth in
            Section 10 hereof applicable to the V66 portion of the Work,
            consisting of the V66 DKK Amount and the V66 Dollar Amount.

      1.84. Warranty Period: The period of duration of the Installation Warranty
            as set forth in Section 19.2 hereof and as deemed extended with
            respect to any given item of equipment, material or device by any
            specified rewarranty period.

      1.85. Wind Turbine Generator or WTG: A complete Vestas model V47 660kW
            wind turbine generator and control system or Vestas Model V66 1650kW
            wind turbine generator and control system, as the case may be.

      1.86. Work: All phases of this Contract, including obtaining all necessary
            Applicable Permits required to be obtained by Vestas-American except
            those Applicable Permits required to be obtained by the Owner,
            engineering and design, procurement, causing to manufacture,
            erection, installation, training, start-up (including calibration,
            inspection and start-up operation), and testing with respect to the
            Facility to be performed by Contractor pursuant to this Contract.
            Work includes all or partial portions of the Facility, including
            labor, materials, equipment, services, reports and other document
            preparation and any other items to be used by Contractor or its
            Subcontractors or Suppliers in the prosecution of this Contract,
            wherever the same are being engineered, designed, procured, caused
            to be manufactured, delivered, constructed, installed, trained,
            erected, tested, started-up or operated during start-up and testing
            and whether the same are on or off the Job Site.

      1.87. Written Notice: Written notice to any party to this Contract which
            is delivered to the other in accordance with the terms of Section 26
            hereof.


                                      -10-
<PAGE>

      1.88. WTG Specifications: The technical descriptions and specifications
            for the Wind Turbine Generators, included in Exhibit "A".

2. SALE AND PURCHASE OF THE FACILITY AND PERFORMANCE OF THE WORK.

      Upon and subject to the terms and conditions contained herein and the
other Contract Documents, Vestas-American hereby agrees to procure and install
the WTGs, Towers and other equipment comprising the Facility, and to perform and
pay the cost of all the Work, for which the Corporation agrees to pay the
Facility Price.

3. OTHER PROJECT WORK.

      Other work that will be performed by the Corporation or Other Contractors
(the "Other Project Work") includes but is not limited to the following:

      3.1.  design of the Project (exclusive of the Facility and the Work) and
            selection of site layout for the WTGs;

      3.2.  all civil engineering and construction services for the Project
            (exclusive of the Facility and the Work), including but not limited
            to excavation for and construction of the Tower Foundations in
            accordance with either the Contractor's Foundation Designs and
            Specifications or the Tower Foundation Designs and Specifications,
            as applicable, and excavation for and construction of foundations
            for the Padmount Transformers and installation of the Padmount
            Transformers. The excavation and construction services described in
            this Section 3.2 to be performed by the Corporation or Other
            Contractors include but are not limited to grouting between Tower
            and Tower Foundations and the removal and disposal of any soil and
            excess material.

      3.3.  design, construction and testing of the Interconnect Substation and
            installation and testing of the cables and electrical infrastructure
            necessary for the transmission of electrical energy from each WTG
            ground controller to the Padmount Transformer, Interconnect
            Substation and the Utility's facility;

      3.4.  supply, installation and testing of the Communication System and all
            cabling and wiring necessary to interconnect any of the
            Communication System component(s) or necessary to connect any
            portion of the Communication System to the WTG ground controllers in
            a manner which meets Vestas-American's standard specifications for
            interconnection as contained in the Electrical Specifications.


                                      -11-
<PAGE>

      3.5.  acquisition of all rights to use the Project Site and all necessary
            consents and all other agreements regarding the land which provide
            rights, including access, to the Project Site and the Interconnect
            Substation; and

      3.6.  obtaining all Applicable Permits (other than those specifically
            required by Applicable Law to be obtained by Contractor) necessary
            for the construction and operation of the Project.

      Except as specifically set forth in Section 5.3, it is agreed and
understood that Vestas-American shall have no responsibility or liability
whatsoever in connection with any of the Other Project Work.

4. WTG AND EQUIPMENT SUPPLY AND DELIVERY.

      4.1.  Conditions Precedent to Vestas-American's Obligations. All of the
            obligations of Vestas-American under the Contract Documents,
            including the obligation of Vestas-American to order and ship the
            WTGs, to order, supply and deliver the Towers and other materials
            and equipment that it is responsible for hereunder, and to meet the
            Project Timeline or any other date herein specified or defined shall
            be conditioned upon the satisfaction of the following conditions:

           4.1.1. Vestas-American shall have received the Initial Down Payment
                  as required by Section 11.1 within two Business Days of the
                  Effective Date of this Contract; and

           4.1.2. Vestas-American shall have received the Subsequent Down
                  Payment as required by Section 11.1 and the Payment Security
                  as required by Section 11.3.

      The Corporation agrees that if all of the conditions precedent set forth
in Section 4.1. above have not been accomplished or waived in writing by
Vestas-American, then Vestas-American shall have the right to cancel this
Contract, upon which Vestas-American shall return the Subsequent Down Payment,
and thereafter shall have no further obligation or liability hereunder. The
Initial Down Payment and Deposit are non-refundable.

      4.2.  Conditions to Commencement of Work. The obligation of
            Vestas-American to commence Work at the Job Site under the Contract
            Documents and to meet the Project Timeline shall be conditioned upon
            the satisfaction or waiver of the following conditions:

           4.2.1. The Corporation shall have obtained any and all Applicable
                  Permits, licenses and other approvals required to be obtained
                  by the Corporation and necessary for commencement of the Work
                  at the Job Site to be performed by Vestas-


                                      -12-
<PAGE>

                  American (other than Applicable Permits, licenses and other
                  approvals required by Applicable Law to be obtained by
                  Vestas-American or any Subcontractor or Supplier); and

           4.2.2. With respect to any item of Work, all Other Project Work
                  necessary for Vestas-American to commence or proceed with such
                  Work shall have been timely completed in accordance with the
                  Project Timeline and the Corporation's obligations under this
                  Contract.

      4.3.  Commencement of the Work.

           4.3.1. Subject to Sections 4.1.1 and 4.2, Contractor shall commence
                  and thereafter diligently prosecute the Work specified in the
                  Notice to Proceed on the Notice to Proceed Date. The Notice to
                  Proceed Date shall be May 1, 1998 for the V66 portion of the
                  Work and June 1, 1998 for the V47 portion of the Work.

           4.3.2. Prior to the issuance of the Notice to Proceed, the
                  Corporation shall have the right to issue one or more Interim
                  Notices to Proceed directing Contractor to commence and
                  complete any portion of the Work specified in any such Interim
                  Notice to Proceed. If Contractor shall have received from the
                  Corporation financial assurances reasonably acceptable to
                  Contractor respecting the portion of the Work specified in
                  such Interim Notice to Proceed, Contractor shall commence such
                  Work on the date specified in the Interim Notice to Proceed.

           4.3.3. Contractor understands and agrees that, subject to the
                  Corporation's timely completion of its obligations under this
                  Contract and performance of the Other Project Work, TIME IS OF
                  THE ESSENCE with respect to achieving Substantial Completion
                  by the Scheduled Completion Date.

5. INSTALLATION OF THE FACILITY.

      Subject to the terms and conditions hereof, including Section 4.1, and of
the other Contract Documents, Vestas-American shall cause the delivery,
assembly, erection and installation of the WTGs and Towers at the Project Site,
in the Phases and at the sites specified in the General Designs and Plans, using
qualified competent personnel, in accordance with the Project Timeline, as
follows:

      5.1.  Installation of the Towers. Unload, erect and install the Towers on
            the Tower Foundations in accordance with the Tower Foundation
            Designs and Specifications. Install lights and safety wire inside
            the Towers.


                                      -13-
<PAGE>

      5.2.  Erection of the WTGs. Unload and assemble the WTGs at the Project
            Site and erect the WTGs, with blades, on the Towers. Install WTG
            safety cables, control panels, and controllers. Connect cables from
            WTG nacelles to ground controllers.

      5.3.  Cooperate to Interconnect Electrical Infrastructure to the
            Interconnect Substation. As reasonably requested by the Corporation
            from time to time, take reasonable steps to cooperate with the Other
            Contractors to permit interconnection of the WTG ground controllers
            to the Padmount Transformers and Interconnect Substation and testing
            of the same, such cooperation to include, by way of example,
            providing necessary information to the Other Contractors prior to
            the scheduled interconnection and making available technical
            personnel at the time the Other Contractors will make the
            interconnection; provided, that no such cooperation shall require
            Vestas-American to incur any extraordinary out-of-pocket costs or
            expenses above those that would have been incurred by
            Vestas-American anyway in the course of performing its other duties
            hereunder.

      5.4.  Testing. Upon completion of the installation of the Facility
            Vestas-American shall perform certain tests and inspections of the
            erected WTGs in accordance with, and as more particularly provided
            in, the Test and Inspection Procedures.

      5.5.  Clean Up and Repair. Except as otherwise provided herein, on an
            ongoing basis, and upon Final Acceptance, Vestas-American shall
            remove and dispose of in accordance with Applicable Law all waste
            materials, debris and rubbish from and about the Project Site
            resulting from its Work, repair damage to the Project Site or the
            Other Project Work resulting from Vestas-American's Work, and
            restore the Project Site to substantially its original condition
            (exclusive of normal wear and tear and changes to the Project Site
            required by the Work or Other Project Work).

6. OTHER RESPONSIBILITIES OF VESTAS-AMERICAN.

      Subject to the terms and conditions hereof and of the other Contract
Documents, Vestas-American shall do or cause to be done the following:

      6.1.  Training. Provide a training program at the Project Site for not
            more than six (6) operational personnel of Operator or Utility (or
            such other entity connected with the Project as may be designated by
            the Corporation) with respect to the operation, start-up,
            maintenance and shutdown of the Facility and the major equipment and
            components comprising the Facility in accordance with
            Vestas-American's standard maintenance and operations training
            practices. Such training program shall be conducted for a period of
            five (5) consecutive 8 hour days.


                                      -14-
<PAGE>

      6.2.  Manuals. Deliver to the Corporation six (6) complete sets of
            Vestas-American's standard instruction and operation manuals and
            service and maintenance manuals for each type of WTG.

      6.3.  As-Built Drawings. Deliver to Corporation (in electronic form to the
            extent available) three (3) sets of final As-Built Drawings.

      6.4.  Geotechnical Study. Review the proposed geotechnical study
            commissioned by Corporation and confirm whether the scope of the
            study to be performed is adequate to enable Contractor to prepare
            the Contractor's Tower Foundation Designs and Specifications. Review
            the results of the Geotechnical Study and confirm that they are
            adequate to enable Contractor to prepare Contractor's Tower
            Foundation Designs and Specifications.

      6.5.  Contractor's Tower Foundation Designs and Specifications. Deliver to
            Corporation, in accordance with the Project Timeline, Contractor's
            Tower Foundation Designs and Specifications, to be used by the
            Corporation in its sole discretion in connection with the
            construction of the Tower Foundations.

      6.6.  Tower Foundation Design Review. In the event the Corporation chooses
            to utilize its own Tower Foundation Designs and Specifications,
            review and confirm the compatibility of those Designs and
            Specifications with the Tower Specifications.

      6.7.  Foundation Template Rings. Provide the Corporation with three (3)
            Foundation Template Rings for the V47 WTGs and one (1) Foundation
            Template Ring for the V66 WTGs, by the dates indicated in the
            Project Timeline.

      6.8.  Mechanics' Liens. Pay when due all valid charges from any
            Subcontractor or Supplier hired by Vestas-American and used in the
            installation of the Facility. All amounts owed to any Subcontractor
            or Supplier will be the sole responsibility of Vestas-American. The
            Corporation shall be entitled to reimbursement from Vestas-American
            for any such amounts paid by the Corporation.

      6.9.  Monitor Progress. Update Facility installation schedules, as
            required, to show progress as compared to the Project Timeline;
            recommend changes to the Work if and as deemed necessary; record the
            progress of the Work, submit monthly progress reports to the
            Corporation and following commencement of Work at the Job Site,
            conduct monthly progress meetings at the Job Site.

      6.10. Compliance with Laws. Comply with and conform to all Applicable Laws
            and Applicable Permits relating to the performance of the Work.
            Except as a result of the acts or omissions of the Owner,
            Corporation and/or Other Contractors, and except as provided
            elsewhere in this Contract, Contractor shall be responsible for all
            damages, 


                                      -15-
<PAGE>

            fines and penalties which may arise (including but not limited to
            those that the Corporation pays or becomes liable to pay) because of
            non-compliance with such requirements due to acts or omissions of
            Contractor (including any requirements that are the subject of a
            Change Order from and after the expiration date of the period
            allowed to Contractor to effect such Change Order).

      6.11. Subcontractors' Contracts. Engage, execute all contracts with and
            manage its Subcontractors and Suppliers.

      6.12. Local Suppliers. Use reasonable efforts to use the services of local
            Subcontractors and Suppliers located within the Utility's service
            area to the extent economically practical, and use reasonable
            efforts to provide minority-owned and women-owned businesses with
            the opportunity to participate as Subcontractors and Suppliers to
            the extent economically practical, provided, however, that such
            Subcontractors and Suppliers must be duly qualified to perform the
            services being contracted for. At the Corporation's request,
            Vestas-American will provide Corporation with a written statement of
            all steps it undertook to assure reasonable efforts were made to use
            the services of local contractors and suppliers, and to provide
            minority-owned and women-owned businesses with the opportunity to
            participate as subcontractors and suppliers.

      6.13. Roads. Provide the Corporation with access and use requirements for
            the Job Site, more particularly described in Exhibit "K" attached.

      6.14. Interference. Coordinate with the Corporation in an effort to avoid
            unreasonable interference with existing use of the Project Site and
            common access to the Project Site.

      6.15. Consumables. Provide initial fill of lubricating oil and provide all
            start-up spare parts and other consumables for use during
            construction, start-up and commissioning of the Facility.

      6.16. Spare Parts List. Provide a complete list, with prices, of existing
            Supplier recommended spare parts for the initial two (2) years of
            operation.

      6.17. Project Site Property Owner Requirements. Contractor will satisfy
            and will cause its Subcontractors and Suppliers to satisfy the
            following requirements with respect to following policies of the
            Project Site property owners:

           6.17.1. observe safe speed limits while driving on the Project Site.
                  The maximum allowable speed is 15 mph on sections 18 and 19 of
                  Block 31 and sections 23, 24 and 26 of Block 32, and 35 mph on
                  the remaining portions of the Project Site;


                                      -16-
<PAGE>

          6.17.2. refrain from hunting or discharging firearms on the Project
                  Site;

          6.17.3. refrain from using the Project Site for any recreational
                  purpose including camping or fishing;

          6.17.4. take reasonable precautions to avoid chemical and petroleum
                  hydrocarbon spills, and, in the event of a spill, to the
                  extent caused by Contractor, its Subcontractors and Suppliers,
                  excavate and dispose of dirt saturated with chemicals or
                  petroleum hydrocarbons and replace contaminated dirt with
                  native soil materials according to Applicable Law.

In the event the Corporation is required to pay fines or damages to the owners
of the Project Site for violations of the provisions of this Section 6.17 by
Contractor's employees, agents, invitees, Subcontractors and Suppliers,
Contractor shall, subject to Section 24.3 with respect to Section 6.17.4,
promptly reimburse the Corporation for such costs.

      6.18. Quality Assurance. Develop and implement a quality assurance program
            with adequate degrees of control (inspection audits, documentation)
            to ensure that engineering, design fabrication and installation work
            activity contribute to overall Facility reliability, availability
            and safety. The program, at a minimum, shall include control for
            engineering calculations; design drawing revision; inter-discipline
            design review; Supplier material reviews; welding/welding control;
            electrical termination; material control; safety health;
            housekeeping; calibration and instrumentation; and test control.

      6.19. Project Manual. Provide the Corporation, within ninety (90) days
            after the effective date of the first Notice to Proceed, a project
            manual which shall include the following responsibilities:
            communications and distribution; project organizational management
            plan; engineering and design plan/schedule; construction plan;
            schedule control; and a safety plan for Work at the Job Site to be
            implemented upon commencement of Work at the Job Site.

      6.20. Construction Manager. No later than the commencement of construction
            at the Project Site, designate a dedicated on-site Construction
            Manager, to be approved by Corporation, and provide staff to
            coordinate and supervise the work of the Subcontractors and
            Suppliers on site.

      6.21. Clear Job Site. Upon Final Acceptance, clear the Job Site of
            temporary structures, surplus material, spare parts, equipment and
            tools in connection with Contractor's performance of the Work;
            provided, however, that prior to disposition of such items,
            Contractor shall, prior to the Preliminary Acceptance of the third
            Phase, offer to sell to the Corporation any surplus construction
            materials and supplies remaining on the 


                                      -17-
<PAGE>

            Job Site at the time of Final Acceptance. The Corporation shall, not
            later than the date of Preliminary Acceptance of the third Phase,
            notify Contractor of the Corporation's acceptance or rejection of
            Contractor's offer to sell such surplus materials.

      6.22. Materials Handling. Supervise and arrange for the handling of all
            materials and equipment, including (but not limited to) inspection,
            expediting, shipping, unloading, receiving, customs clearance and
            claims in any matter related to the performance of the Work.

      6.23. Temporary Construction Materials. Provide all temporary construction
            materials, equipment, supplies, operating consumables, construction
            utilities and temporary facilities, special tools, and commissioning
            supplies reasonably necessary or appropriate for, and replace any
            spare parts used during the construction, start-up, testing and
            interim operation of, the Facility until achievement of Final
            Acceptance and keep possession thereof until such items may be
            purchased by the Corporation as provided in Section 6.21.

      6.24. Contractor's Personnel. Take prompt action in response to the
            Corporation's requests to replace any of Contractor's personnel
            performing the Work for just cause or whom the Corporation
            reasonably believes, based upon independent documentation provided
            by the Corporation to Contractor, to be creating a substantial risk
            of non-achievement of the Scheduled Facility Completion Date or
            Final Acceptance, or a substantial risk of material non-performance
            by Contractor in accordance with this Contract.

      6.25. Job Site Entrance. Use only the entrance(s) to the Job Site
            specified in writing by the Corporation for ingress and egress of
            all personnel, equipment, vehicles, and materials.

      6.26. Utility Cooperation. Prior to Final Acceptance, in addition to the
            provisions of Section 5.3 provide such assistance as is reasonably
            requested by the Corporation in dealing with the Utility and/or any
            governmental body in any and all matters relating to the Work and
            the Facility (including any interconnection facilities); provided,
            that no such cooperation shall require Vestas-American to incur any
            extraordinary out-of-pocket costs or expenses above those that would
            have been incurred by Vestas-American anyway in the course of
            performing its other duties hereunder.

      6.27. Disclosure. Obtain the Corporation's prior written approval of the
            text of any announcement, publication, photograph, or other type of
            communication concerning the Work prior to the dissemination or
            release thereof to the public or to any Person other than the
            Contractor or its Subcontractors or Suppliers (but only to the
            extent 


                                      -18-
<PAGE>

            necessary to the performance of the Work) by Contractor or its
            Subcontractors or Suppliers, which approval by the Corporation shall
            not be unreasonably withheld.

      6.28. Facility Project Manager. Designate a Facility Project Manager who
            will have full responsibility for the prosecution of the Work and
            will act as a single point of contact in all matters on behalf of
            Contractor and designate all key members of Contractor's project
            staff, in each case subject to the prior written consent of the
            Corporation, which consent will not be unreasonably withheld. Any
            replacement of the Facility Project Manager or replacement or
            addition of any other key member of Contractor's project staff shall
            be subject to the prior written consent of the Corporation, which
            consent will not be unreasonably withheld or delayed.

      6.29. Lender. Provide such existing data, reports, certifications,
            opinions of counsel and other documents or assistance as may be
            reasonably requested by the Corporation or Lenders with respect to
            the financing of the Project, provided that Vestas-American shall
            not be required to incur additional costs or expenses in the
            performance of its obligations under the Contract Documents.

      6.30. Assignable Subcontracts. Assure that all contracts and agreements
            with, and all purchase orders of or to the extent practicable, to,
            Subcontractors and Suppliers in excess of Fifty Thousand Dollars
            ($50,000) provide that warranties available to Contractor from said
            Subcontractors and Suppliers shall be assignable to the Corporation
            and its assigns.

      6.31. WTG Production. Provide the Corporation with reasonable advance
            notice of the dates for assembly and testing of the WTGs.

      6.32. Tower Production. Provide Corporation with reasonable advance notice
            of the dates of scheduled manufacturing and installation of the
            Towers.

      6.33. Lender Arrangements. Through the date of Substantial Completion, and
            except as otherwise provided in this Contract, perform its
            obligations under this Contract in such a manner as not to
            materially interfere with or adversely affect Owner's financial
            arrangements with the Lenders.

      6.34. Ground Controller Protocol. Provide to Second Wind, or such other
            entity providing the Communication System, a WTG ground controller
            protocol, provided, however, that Second Wind, or such other entity
            providing the Communication System first executes a confidentiality
            and nondisclosure agreement in form and substance reasonably
            satisfactory to Contractor.

7. OBLIGATIONS OF THE CORPORATION.


                                      -19-
<PAGE>

      The Corporation shall do or cause to be done the following, all in
accordance with the Project Timeline:

      7.1.  Permits. Except for those Applicable Permits to be obtained by
            Vestas-American to perform its obligations under this Contract,
            apply for and obtain any and all building, grading and other
            Applicable Permits, approvals, variances and/or consents of
            governmental authorities or third Persons so that installation Work
            on the Project Site in the proper sequence can take place without
            delay, and make any and all filings necessary for the installation
            of the Facility on the Project Site and for the construction,
            completion and operation of the Project.

      7.2.  Access and Use. Except where access is interrupted by actions taken
            by Vestas-American, its Subcontractors or Suppliers, Corporation
            will provide to Vestas-American and its Subcontractors and Suppliers
            at all times during the performance of the Work complete and
            uninterrupted access to the Project Site sufficient for
            Vestas-American to perform its obligations under the Contract
            Documents, which access shall be in accordance with the access and
            use requirements set forth on Exhibit "K", which includes
            mobilization, laydown and parking requirements, and Corporation will
            provide documentation delineating and describing the boundaries of
            the Project Site and the access roads and other rights-of-way
            thereto. Access to and on the Project Site shall be limited to the
            improved roads shown on the General Designs and Plans.

      7.3.  Map. Prepare or cause to be prepared and deliver to Vestas-American,
            at least fifteen (15) days prior to commencement of construction
            activities on site, a detailed map of the Project Site identifying
            and plotting property lines of the Project Site, easements of
            record, and known above-ground and underground pipelines, power and
            communication lines, roads, and the location of areas containing
            items of special sensitivity such as religious artifacts, cultural
            burial grounds, archaeological concerns, protected flora or fauna.
            Once completed, such map shall be added to Exhibit "G" hereof as
            part of the Project Site. The Corporation will immediately notify
            Contractor in writing of any of the above listed items not included
            on the Map of which Corporation becomes aware after completion of
            the Map.

      7.4.  Coordinate Other Contractors. Schedule and coordinate activities of
            the Corporation, the Utility and the Other Contractors with the
            installation and testing of the Facility and performance of the Work
            by Vestas-American under the Contract Documents to facilitate a
            smooth and coordinated work effort to avoid delays to the
            commencement and completion of the Work and the Facility.


                                      -20-
<PAGE>

      7.5.  Other Project Work. Complete or cause to be completed all Other
            Project Work in accordance with the Project Timeline, the
            correlating design and specification standards (including those
            supplied by Vestas-American as applicable), Applicable Laws and
            Prudent Electrical Power Industry Practices such that, to the extent
            performance by Vestas-American of its obligations under the Contract
            Documents is predicated on the proper completion of Other Project
            Work, the Work may be commenced and completed in accordance with the
            terms and conditions of this Contract.

      7.6.  Geotechnical Study. Arrange for the completion of a geotechnical
            study of the Project Site and deliver to Contractor, in accordance
            with the Project Timeline, the results of that geotechnical study.

      7.7.  WTG and Tower Specifications. Subject to Section 27.3, review and
            approve the WTG and Tower Specifications set forth in Exhibit "A".

      7.8.  Coordinate with Utility. Coordinate with Other Contractors the
            construction of the Interconnect Substation and interconnection with
            the Utility's facilities without delay to the commencement and
            completion by Vestas-American of the Work, the Phases and the
            Facility; arrange for the Utility to accept deliveries of electrical
            power produced by the Facility during the Acceptance Testing period;
            cooperate with Vestas-American during preparation for and conducting
            the Acceptance Testing.

      7.9.  Payment of Facility Price. Deliver the Payment Security and timely
            pay to Vestas-American the Facility Price (including the Down
            Payment) in accordance with Section 11.

      7.10. Project Timeline. Prepare and update as necessary the Project
            Timeline in cooperation with Vestas-American.

      7.11. Security. Following commencement of the Work, provide security to
            protect the Project Site; and take such measures as are appropriate,
            in the reasonable judgment of the Corporation, to protect all
            persons, equipment, materials or other property on the Project Site,
            or the Work being undertaken thereon, against damage, theft, injury,
            nuisance or interference. Such measures shall include, but are not
            limited to, the use of warning signs and closed and locked gates.
            The Corporation shall undertake necessary steps to coordinate
            ranching operations of the owners of the Project Site to minimize
            interference with performance of the Work and the Other Project
            Work.

      7.12. Sales and Use Taxes.


                                      -21-
<PAGE>

          7.12.1. For Texas sales and use tax purposes, this Contract is a
                  "separated contract" as that term is used and applied in Tex.
                  Tax Code Ann. ss. 151.056 and 34 TAC ss.3.291. Since
                  Contractor is treated as a Texas retailer under a separated
                  contract, Contractor agrees to apply for and obtain a Texas
                  Sales and Use Tax Permit from the Texas Comptroller of Public
                  Accounts as required by 34 TAC ss. 3.291(b)(4)(B) and file all
                  required sales/use tax reports.

          7.12.2. Contractor shall issue a resale or exemption certificate in
                  lieu of sales/use tax to its vendor at the time it purchases
                  any taxable item, the charge for which is shown in either part
                  A.(1), A.(4), F.(1) or F.(3) of the Facility Price Breakdown
                  described in Section 10.3.

          7.12.3. Corporation shall issue a resale certificate to Contractor
                  in lieu of sales/use tax on the amounts charged in parts A.(1)
                  and (4) of the Facility Price Breakdown described in Section
                  10.3. Corporation shall either pay to Contractor the amount of
                  Texas state and local sales tax shown in parts F.(2) and F.(4)
                  of the Facility Price Breakdown described in Section 10.3 on
                  the charges for items shown in parts F.(1) and F(3), or
                  Corporation shall issue a resale or exemption certificate in
                  lieu of such tax.

          7.12.4. Contractor shall pay sales tax to its vendors or accrue and
                  remit use tax to the Texas Comptroller on the purchase of any
                  taxable item that is consumed by it and not conveyed to
                  Corporation, the cost of which is shown in part B, ofthe
                  Facility Price Breakdown described in Section 10.3.
                  Corporation shall, within fifteen (15) days of receipt of an
                  invoice from Contractor, reimburse Contractor for such sales
                  or use tax.

          7.12.5. Contractor shall pay sales tax to its vendors or accrue and
                  remit use tax to the Texas Comptroller on all taxable items
                  purchased and used by it that are reflected in the lump-sum
                  combined labor and material charges for specified improvements
                  to realty shown in part D of the Facility Price Breakdown
                  described in Section 10.3. Corporation shall, within fifteen
                  (15) days of receipt of an invoice from Contractor, reimburse
                  Contractor for such sales or use tax.

          7.12.6. New construction labor, lump-sum combined material and labor
                  charges for improvements to realty, and overhead/profit
                  charges are not subject to the Texas sales and use tax;
                  consequently, no amount of sales or use tax (other than
                  reimbursement of sales or use tax) shall be included in the
                  amounts shown in parts C, D or E of the Facility Price
                  Breakdown described in Section 10.3.


                                      -22-
<PAGE>

          7.12.7. Corporation shall, promptly upon Corporation's receipt of
                  same, provide Contractor with the appropriate Texas resale
                  certificate form for its use. Contractor shall cooperate with
                  Corporation, as may be reasonably requested, in any efforts by
                  Corporation to obtain exemption from, or to minimize, any
                  sales or use tax, or to provide sales/use tax exemption
                  information to Owner, and specifically covenants (i) to comply
                  with all reasonable requests by Corporation or Owner to
                  provide any non-proprietary technical information, expertise
                  or data considered necessary to support any sales tax
                  exemption claimed by Corporation or Owner, and (ii) not to
                  purchase any material on an installed basis that may qualify
                  for exemption as manufacturing equipment unless it is
                  purchased from a Subcontractor under a separated contract,
                  i.e., Contractor shall purchase all manufacturing equipment
                  and materials as tangible personal property.

          7.12.8. Corporation's and Contractor's obligations under this
                  Section 7.12 also apply to any Change Orders and shall survive
                  the termination or expiration of this Contract and last so
                  long as is necessary to resolve any and all matters regarding
                  sales or use taxes attributable to the Facility.

      7.13. Disclosure of Information. Provide Vestas-American with all
            necessary, non-proprietary technical information, data and documents
            in the Corporation's possession which Vestas-American reasonably
            requests and pertain to the design, installation and/or operation of
            the Facility, or the performance by Vestas-American of its
            obligations hereunder.

      7.14. Compliance with Laws. Comply with all Applicable Laws in performing
            its obligations under this Contract.

      7.15. Construction Manager. Within three (3) days of receiving Written
            Notice of Contractor's designation of a Construction Manager,
            provide Written Notice to Vestas-American of whether it approves or
            disapproves said Construction Manager. Failure of Corporation to so
            provide Written Notice shall be deemed approval of the Construction
            Manager. The Corporation's approval shall not be unreasonably
            withheld, conditioned or delayed.

8. TOWER FOUNDATIONS.

      8.1.  Tower Foundation Designs and Specifications. The Corporation shall
            prepare the Tower Foundation Designs and Specifications and
            Contractor shall prepare and deliver to Corporation alternate
            designs and plans for Tower Foundations, referred to herein as
            "Contractor's Tower Foundation Designs and Specifications", within
            thirty (30) days of receipt of the results of the fully completed
            geotechnical study referenced in Section 7.6 hereof. The Corporation
            in its sole discretion shall 


                                      -23-
<PAGE>

            determine which set of designs and specifications will be utilized
            in the construction of the Tower Foundations which selected designs
            and specifications shall be attached by Vestas-American and
            Corporation as Exhibit "J" to this Contract. In the event
            Corporation chooses to utilize Contractor's Tower Foundation Designs
            and Specifications, Contractor will confirm the compatibility of
            Contractor's Tower Foundation Designs and Specifications with the
            Tower Specifications and confirm that the Tower Foundations, if
            constructed in accordance with the Contractor's Tower Foundation
            Designs and Specifications, are designed to support the WTGs and
            Towers for a period of twenty (20) years under normal operating and
            environmental conditions at the Project Site.

      8.2.  Tower Foundation Construction. The Corporation shall, after review
            of both its Tower Foundation Designs and Specifications and
            Contractor's Tower Foundation Designs and Specifications, and in
            accordance with the Project Timeline, notify Contractor in writing
            whether or not Corporation wishes to expand the scope of the Work to
            have Contractor construct the Tower Foundations. If the Corporation
            so elects, then within fifteen (15) days of receipt of said notice,
            Corporation and Contractor will enter into an amendment to this
            Contract in substantially the same form and substance as Exhibit "M"
            attached hereto.

9. TIME FOR COMPLETION.


                                      -24-
<PAGE>

      9.1.  Delays and Extensions of Time. If Contractor believes it has been
            delayed at any time in the progress of the Work by any act or
            neglect of the Owner, Corporation, or an Other Contractor, or by any
            employee of the Owner, Corporation, or Other Contractor or by a
            Change in Law, or by sustained winds in excess of thirty (30) miles
            per hour for a period of four (4) consecutive hours or more during a
            given day during erection of the WTGs or Towers, or by any other
            cause, other than Change Order, Field Order or Force Majeure which
            are separately addressed in Sections 15.1 and 20 hereof,
            respectively, then Contractor shall within twenty-one (21) days of
            becoming aware of any such event causing a delay, provide the
            Corporation with written notification of an intent to submit a claim
            for adjustment of the Project Timeline and, if applicable, a change
            in the Facility Price for increased cost to Contractor and its
            Subcontractors due to any such delay, provided, however, that the
            number of days for which Contractor can claim delays due to
            sustained winds is a maximum of five (5) days. In the event
            Contractor fails to submit written notification of an intent to
            submit a claim within the time set forth above, Contractor shall
            have waived all rights to an adjustment in the Project Timeline or
            Facility Price in relation thereto. Within sixty (60) days of giving
            such notice, Contractor shall submit a fully documented claim, if
            practicable, or alternatively, a claim documented to the extent
            practicable, accompanied by a schedule of anticipated delivery of
            additional relevant information. Corporation shall respond to
            Contractor's claim within ten (10) days of receipt of such claim.
            Such response shall set forth the revised Project Timeline to the
            extent agreed to by the Corporation and any change in the Facility
            Price agreed to pursuant to Section 15.2 hereof. In the event the
            Corporation does not accept Contractor's claim for adjustment of the
            Project Timeline, the Contractor may utilize the dispute resolution
            procedures set forth in Section 28.

      9.2.  Liquidated Damages. In the event that a Phase is not Substantially
            Completed as of its Scheduled Substantial Completion Date and such
            delay is caused solely by Vestas-American or any of its
            Subcontractors or Suppliers, then Vestas-American shall pay the
            Corporation, as liquidated damages for any and all losses or damages
            suffered by the Corporation as a result of the delay, for Phase 1
            and Phase 2 the sum of Three Hundred and Sixty Dollars ($360.00) per
            day per WTG comprising such Phase, and for Phase 3 the sum of Eight
            Hundred and Forty Dollars ($840.00) per day per WTG. Such amounts
            shall begin to accrue on the third day following such Scheduled
            Substantial Completion Date, and shall continue for each day after
            such Scheduled Substantial Completion Date that the Phase has not
            achieved Substantial Completion, up to a maximum of twenty percent
            (20%) of the Facility Price, in the aggregate for all Phases. The
            Corporation and Vestas-American acknowledge that should
            Vestas-American fail to Substantially Complete a Phase by its
            Scheduled Substantial Completion Date the actual damages that the
            Corporation will incur are uncertain and difficult to determine at
            this time, and agree that the foregoing amount of liquidated damages
            is a reasonable measure of damages in light of such 


                                      -25-
<PAGE>

            uncertainty. Any sums payable under this Section 9.2 are in the
            nature of liquidated damages, and are not a penalty. Sums payable
            under this Section 9.2 are the sole and exclusive measure of damages
            with respect to any such delay by Contractor. The Corporation shall
            have the right to payment by Contractor for liquidated damages under
            this Section 9.2 from time to time by delivery of a Written Notice
            no earlier than five (5) days after the date damages begin to
            accrue. Any such notice shall specify the amount of such damages,
            and Contractor shall pay the amount so specified or the undisputed
            portion thereof within ten (10) days of receipt of such Written
            Notice. Late payments of such amounts will bear interest at the rate
            set forth in Section 28.2. The Corporation will have the right to
            offset any liability of Contractor under this Section 9.2 against
            any amount due or to become due from the Corporation to Contractor
            under this Contract.

10. FACILITY PRICE.

      10.1. Price. The Facility Price payable by the Corporation to
            Vestas-American for the Facility and the performance of the Work by
            Vestas-American under this Contract shall be Thirty Million Eight
            Hundred Thirty Thousand Dollars ($30,830,000), payable in Dkk and
            Dollars in amounts set forth in Section 10.2 hereof, as such amounts
            may be adjusted pursuant to a Change Order in accordance with the
            terms and conditions hereof. The portion of the Facility Price
            designated as the V47 Facility Price is Twenty Four Million Six
            Hundred Eighty Nine Thousand Five Hundred Dollars ($24,689,500), a
            portion of which is payable in Dkk and a portion of which is payable
            in Dollars as set forth in Section 10.2. The portion of the Facility
            Price designated as the V66 Facility Price is Six Million One
            Hundred Forty Thousand Five Hundred Dollars ($6,140,500), a portion
            of which is payable in Dkk and a portion of which is payable in
            Dollars as set forth in Section 10.2. The Facility Price shall be
            paid by the Corporation as set forth in Section 11.

      10.2. Currency Breakdown. The V47 Facility Price and V66 Facility Price
            shall be paid in Dkk and Dollars in the amounts set forth in this
            Section 10.2.

          10.2.1. V47 Facility Price. The portion of the V47 Facility Price
                  payable in Dkk, the V47 Dkk Amount, is One Hundred and
                  Eighteen Million Forty One Thousand Dkk (118,041,000 Dkk)
                  which is equal to Seventeen Million Eight Hundred and Eighty
                  Five Thousand Dollars ($17,885,000). The portion of the V47
                  Facility Price payable in Dollars, the V47 Dollar Amount, is
                  Six Million Eight Hundred and Four Thousand Five Hundred
                  Dollars ($6,804,500).

          10.2.2. V66 Facility Price. The portion of the V66 Facility Price
                  payable in Dkk, the V66 Dkk Amount, is Twenty Eight Million
                  Six Hundred Eighty Three Thousand Six Hundred Dkk (28,683,600
                  Dkk) which is equal to Four Million Three Hundred Forty Six
                  Thousand Dollars ($4,346,000). The portion of the V66 Facility
                  Price payable in Dollars, the V66 Dollar Amount, is One


                                      -26-
<PAGE>

                  Million Seven Hundred Ninety Four Thousand Five Hundred
                  Dollars ($1,794,500).

          10.2.3. Each payment made pursuant to Section 11 hereof will be made
                  in Dkk and Dollars in proportion to the total Dkk amount and
                  total Dollar amount of the specific price referenced. However,
                  Corporation shall have the option to make the Dkk portion of
                  any such payment in Dollars based on the exchange rate
                  published on the date the payment is made.

      10.3. Facility Price Breakdown. The V47 Facility Price and the V66
            Facility Price shall be broken down on Exhibit "P" and Exhibit "Q"
            respectively into the parts A-H described below.

                  A.    Material charges for tangible personal property conveyed
                        and incorporated into realty as improvements.

                        (1)   Each manufacturing item, listed separately, and
                              the delivery charge, if any, for each item;

                        (2)   Applicable Texas state and local sales/use tax on
                              A.(1) amounts, the present rate of which is 6.25%;

                        (3)   Reimbursement for insurance and customs duties
                              paid by Contractor on A.(1) items, listed
                              separately by item;

                        (4)   Each non-manufacturing item, listed separately,
                              and the delivery charge, if any, for each item;

                        (5)   Applicable Texas state and local sales/use tax on
                              A.(4) amounts, the present rate of which is 6.25%;

                        (6)   Reimbursement for insurance and customs duties
                              paid by Contractor on A.(4) items listed
                              separately by item;

                  B.    Reimbursement for separately listed items consumed by
                        Contractor, rather than incorporated into realty or
                        conveyed to Corporation, and reimbursement of Texas
                        sales/use tax paid by Contractor thereon;

                  C.    Construction labor for items in A.;

                  D.    Lump-sum combined material and labor charges for
                        specified improvements to realty and reimbursement of
                        Texas state and local sales/use tax paid by Contractor
                        on items consumed by Contractor in connection therewith;


                                      -27-
<PAGE>

                  E.    Overhead and profit;

                  F.    Sale of taxable items conveyed to Corporation  but not
                        incorporated into realty;

                        (1)   Sale of tangible personal property not
                              incorporated into realty;

                        (2)   Applicable Texas state and local sales/use tax on
                              F.(1) amounts, the present rate for which is
                              6.25%;

                        (3)   Sale of taxable services;

                        (4)   Applicable Texas state and local sales/use tax on
                              F.(3) amounts, the present rate for which is
                              6.25%;

                  G.    Sale of non-taxable  items conveyed to Corporation but
                        not incorporated into realty; and

                  H.    Sale of non-taxable training conveyed to Corporation but
                        not incorporated into realty.

      10.4. Price Inclusive. The Facility Price includes payment for all
            equipment, materials, labor, services, storage fees and related
            expenses relating to Contractor's performance of its obligations
            under this Contract (including without limitation all work,
            materials, equipment and services provided by Subcontractors and
            Suppliers) and the Work (including any applicable right to use
            intellectual property rights) to be provided hereunder by Contractor
            or any Subcontractor or Supplier. Notwithstanding anything herein or
            in the other Contract Documents to the contrary, the Facility Price
            does not include any storage costs and related other expenses
            (including packaging or repackaging, additional insurance costs and
            servicing expenses, such as the cost of sending one or more
            technicians to a storage area for periodic rotation of the WTGs)
            that may be incurred once the WTGs, Towers and related equipment and
            other materials have been shipped where such storage and other costs
            are incurred and arise out of delays in the performance of the Other
            Project Work, the Corporation's delays in or failure to perform its
            obligations under the Contract Documents, a Change in Law, or events
            of Force Majeure, as to which costs and expenses the Corporation
            agrees to indemnify, defend and hold harmless Vestas-American.

      10.5. Exchange Rate Assumption. The Dollar equivalents of the V47 Dkk
            Amount and of the V66 Dkk Amount set forth in this Section 10 are
            based on an assumed exchange rate of six and six tenths (6.6) Dkk to
            one (1) Dollar. 


                                      -28-
<PAGE>

11. PAYMENT OF FACILITY PRICE.

      11.1. Down Payment. Within two Business Days of the Effective Date of this
            Contract, the Corporation shall pay Vestas-American an Initial Down
            Payment in the amount of five percent (5%) of the total Facility
            Price, in the form of a wire transfer pursuant to wire transfer
            instructions to be provided by Vestas-American to the Corporation.
            Not later than April 15, 1998, the Corporation shall pay
            Vestas-American the first installment of the Subsequent Down Payment
            in the amount of ten percent (10%) of the V66 Facility Price less
            the amount of the Deposit previously paid, in the form of a wire
            transfer pursuant to wire transfer instructions to be provided by
            Vestas-American to the Corporation. Not later than June 1, 1998, the
            Corporation shall pay Vestas-American the remainder of the
            Subsequent Down Payment in the amount of ten percent (10%) of the
            V47 Facility Price, in the form of a wire transfer pursuant to wire
            transfer instructions to be provided by Vestas-American to the
            Corporation. For payments being made under this Section 11.1,
            Corporation shall give Vestas-American written notice of its intent
            to make a payment five (5) Business Days prior to the date it
            intends to make such payment and Vestas-American shall supply wire
            instructions to Corporation within two (2) Business Days of receipt
            of said notice.

      11.2. Interim Payments. Interim payments totaling seventy-five percent
            (75%) of the Facility Price shall be made by the Corporation in the
            form of a wire transfer in the amounts, and upon the happening of
            certain payment events, as indicated below.

          11.2.1. Payment Events. Upon each of the following payment events,
                  Corporation shall pay to Contractor the percentage of the
                  Facility Price indicated.

                  (a)   First V47 Shipment from Denmark. Upon shipment of the
                        first V47 WTG from a Danish port, and within five (5)
                        days of receipt of an invoice from Contractor,
                        accompanied by a standard on board bill of lading
                        evidencing the first shipment of V47 WTGs, Corporation
                        shall pay to Contractor an amount equal to fifteen
                        percent (15%) of the V47 Facility Price.

                  (b)   Last V47 Shipment from Denmark. Upon shipment of the
                        last V47 WTG from a Danish port, and within five (5)
                        days of receipt of an invoice from Contractor,
                        accompanied by a standard on board bill of lading
                        evidencing the last shipment of V47 WTGs, Corporation
                        shall pay to Contractor an amount equal to fifteen
                        percent (15%) of the V47 Facility Price.

                  (c)   Last V66 Shipment from Denmark. Upon shipment of the
                        last V66 WTG from a Danish port, and within five (5)
                        days of receipt of an invoice from Contractor,
                        accompanied by a standard on board bill of lading
                        evidencing the last shipment of V66 WTGs, Corporation


                                      -29-
<PAGE>

                        shall pay to Contractor an amount equal to thirty
                        percent (30%) of the V66 Facility Price.

                  (d)   All V47 WTGs at Project Site. Upon the arrival of all
                        V47 WTGs at the Project Site, and within five (5) days
                        of receipt of an invoice from Contractor, Corporation
                        shall pay to Contractor an amount equal to fifteen
                        percent (15%) of the V47 Facility Price.

                  (e)   All V66 WTGs at Project Site. Upon the arrival of all
                        V66 WTGs at the Project Site, and within five (5) days
                        of receipt of an invoice from Contractor, Corporation
                        shall pay to Contractor an amount equal to twenty
                        percent (20%) of the V66 Facility Price.

                  (f)   Phase I Preliminary Acceptance. Within five (5) days of
                        executing the Preliminary Acceptance Certificate for
                        Phase I, Corporation shall pay to Contractor an amount
                        equal to fifteen percent (15%) of the V47 Facility
                        Price.

                  (g)   Phase II Preliminary Acceptance. Within five (5) days of
                        executing the Preliminary Acceptance Certificate for
                        Phase II, Corporation shall pay to Contractor an amount
                        equal to fifteen percent (15%) of the V47
                        Facility Price.

                  (h)   Phase III Preliminary Acceptance. Within five (5) days
                        of executing the Preliminary Acceptance Certificate for
                        Phase III, Corporation shall pay to Contractor an amount
                        equal to twenty-five percent (25%) of the V66 Facility
                        Price.

            The obligation of Vestas-American to initially ship the WTGs from
            Denmark is expressly conditioned on the Corporation complying with
            Section 11.1 and delivering the Payment Security in full compliance
            with Section 11.3.

      11.3. Payment Security. Not later than June 1, 1998, Corporation shall
            provide Vestas-American with a Payment Security reasonably
            acceptable to Vestas-American in an amount equal to sixty-five
            percent (65%) of the Facility Price, to be drawn upon in the event
            Corporation fails to make any payments due under Section 11.2 of
            this Contract, following applicable notice and cure periods.
            Following Corporation's payment of a given interim payment under
            Section 11.2 hereof, the stated amount of the Payment Security shall
            be reduced by an amount equal to eighty-six and sixty-seven
            hundredths percent (86.67%) of the amount of said interim payment.
            If the form of Payment Security provided is a standby letter of
            credit, then payments under the letter of credit will be made in the
            respective currencies applicable to the payments due under the terms
            of this Contract. If the form of Payment Security provided is one
            that does not provide for dual currency payments, then the payments
            under the Payment Security will be made in Dollars in an amount
            equal to the Dollar 


                                      -30-
<PAGE>

            portion of the payment missed under Section 11.2, plus the Dollar
            equivalent of the Dkk portion of the payment missed, determined at
            the time a claim under the Payment Security is made. The Payment
            Security shall be extended and replaced as necessary so that it
            remains in place until all payments due under Section 11.2 of this
            Contract have been paid in full.

      11.4. Final Payment. Within five (5) days of executing the Final
            Acceptance Certificate but no earlier than March 1, 1999,
            Corporation shall pay to Contractor the balance of the Facility
            Price and any and all other amounts owed to Vestas-American under
            the Contract Documents, including, without limitation, any increase
            in the Facility Price pursuant to Change Order(s) or the Amendment
            regarding Tower Foundations.

12. ACCEPTANCE TESTING AND SUBSTANTIAL COMPLETION.

      The installation of the WTGs, Towers and related equipment shall be
undertaken and completed in three (3) Phases, according to the attached General
Design and Plans, and Project Timeline. The location of, and the equipment
comprising, each Phase shall be set forth in the attached General Design and
Plans.

      12.1. Substantial Completion Test. (a) At such time as Vestas-American
            deems appropriate in accordance with the Project Timeline, it shall
            notify the Corporation of its intention to commence start-up and
            testing of the WTGs for a specified Phase, in accordance with the
            terms and procedures specified in this Section 12.1 and the
            requirements for Substantial Completion specified in Section 12.2.
            Such notice shall be given at least ten (10) days prior to
            Vestas-American's planned commencement of testing of such Phase and
            shall include a Punchlist with respect to such Phase. Within two (2)
            days of receipt of such notice, the Corporation shall confirm by
            Written Notice to Vestas-American that the Punchlist is acceptable
            and the interconnection of the Phase with the Interconnect
            Substation has been completed, and shall arrange for the Utility to
            accept deliveries of electrical power from such Phase during the
            test period. Any delays with respect to the foregoing shall be added
            to the time scheduled to achieve Substantial Completion with respect
            to such Phase and determination of the date thereof. All initial
            start-up and test procedures conducted by Vestas- American shall be
            conducted in accordance with the Test and Inspection Procedures.

            (b) The cost of all such testing shall be borne by Vestas-American.
            Such costs shall include, but shall not be limited to, the cost for
            Vestas-American's personnel, materials and/or equipment involved in
            such testing, provided, however, that the costs and expenses to be
            borne by Vestas-American shall exclude any and all costs and
            expenses of the Corporation or any third party participating in or
            monitoring such tests.

            (c) Vestas-American shall provide all personnel and equipment
            necessary to supervise such test operations and to provide all
            necessary technical assistance and 


                                      -31-
<PAGE>

            advice. Vestas-American shall at all times up to the date of
            Preliminary Acceptance for any given Phase remain primarily
            responsible for and in control of the operation of such Phase and
            during such period shall provide all labor required to perform
            functions related to such Phase, and will be responsible for the
            costs and expenses related thereto.

      12.2. Substantial Completion. With respect to each Phase:

            (a) Substantial Completion shall occur when each of the following
            requirements have been fulfilled:

                  (1) each WTG and all Work required for such Phase has been
            installed and performs in accordance with the Contract Documents
            except those activities included in the Punchlist;

                  (2) the results of the start-up testing of each WTG in such
            Phase has met the requirements set forth in the Test and Inspection
            Procedures;

                  (3) Vestas-American delivers to the Corporation copies of the
            Substantial Completion test reports relating to such Phase;

                  (4) all components of the Facility comprising such Phase are
            mechanically, electrically and structurally sound, operate as a
            single unit capable of generating electrical energy for delivery to
            the service breakers in the WTG ground controllers; and

                  (5) Vestas-American delivers to the Corporation a Written
            Notice that items (1), (2) and (4) above have been accomplished
            ("Notice of Substantial Completion").

            (b) In the event the WTGs (or a portion comprising a Phase) are
            ready for start-up testing and start-up testing for a Phase is
            delayed or interrupted for a period in excess of eight (8) or more
            hours during a given day because of either (i) wind velocity in
            excess of the WTG "cut-out" or below the WTG "cut-in" as set forth
            in the WTG Specifications, or (ii) lack of interconnection to the
            Interconnect Substation or to the Utility's interconnection
            facilities, after the scheduled completion date for such
            interconnection in accordance with the Project Timeline, which is
            caused by any of the Corporation, the Other Contractors or the
            Utility, the Scheduled Substantial Completion Date for such Phase
            shall be extended one (1) day for each such delay or interruption in
            excess of eight (8) hours.


                                      -32-
<PAGE>

      12.3. Preliminary Acceptance. Within five (5) days following receipt of
            the Notice of Substantial Completion the Corporation shall execute
            and provide to Vestas-American a Preliminary Acceptance Certificate
            in the form attached as Exhibit "F" hereto ("Preliminary
            Acceptance"); provided, however, that if the Corporation reasonably
            believes that, notwithstanding the Notice of Substantial Completion
            to the contrary, the Phase does not fulfill the requirements
            specified in Section 12.2, then the Corporation may deliver its
            Written Notice to that effect to Vestas-American. Such notice shall
            (a) be delivered within five (5) days following the Corporation's
            receipt of the Notice of Substantial Completion; and (b) state in
            particular the deficiencies noticed relating to such Phase.
            Contractor shall then perform, at Contractor's sole cost and
            expense, corrective measures to remove such defects, deficiencies
            and/or discrepancies and shall again notify the Corporation, in
            accordance with Section 12.2 hereof, when the Phase is deemed
            Substantially Complete by Contractor. The Corporation will have
            three (3) days after each subsequent notification to advise
            Contractor, in writing, of any additional or remaining defects,
            deficiencies and/or discrepancies which must be corrected by
            Contractor as a condition to Preliminary Acceptance. The occurrence
            of the Substantial Completion of a Phase shall not serve as a waiver
            of any rights of the Corporation to identify any defect, and/or
            deficiencies in the Phase and to request corrective action by
            Contractor subsequent to the Substantial Completion of such Phase
            and prior to Final Acceptance of such Phase. Following the
            Corporation's issuance of the first Preliminary Acceptance
            Certificate, the Contractor shall use all reasonable efforts to
            place the remaining Phases in service so that Final Acceptance of
            the Facility can be achieved.

      12.4. Custody of Facility. On the date of Preliminary Acceptance,
            Vestas-American shall relinquish to the Corporation and the
            Corporation shall assume full and exclusive custody and control of
            the Phase, including responsibility for operation and maintenance,
            insurance, and risk of loss for the Phase in accordance with Section
            14.

                12.4.1. Reservation of Title. Notwithstanding that custody and
                        risk of loss of a Phase or Phases will have been turned
                        over to the Corporation at the date(s) of Preliminary
                        Acceptance, legal title to the WTGs, Towers and related
                        equipment shall remain with Vestas-American until the
                        entire Facility Price has been paid in full. If and to
                        the extent the Corporation receives or shall be deemed
                        for any reason to have received title to any of such
                        equipment prior to payment in full of the amounts due
                        Vestas-American under this Contract, the Corporation
                        hereby grants to Vestas-American, and Vestas-American
                        hereby retains, a security interest in and to such WTGs,
                        Towers and related equipment as security for payment in
                        full of the amounts due Vestas-American under this
                        Contract, and hereby agrees to execute any documents
                        reasonably requested by Vestas-American in order to
                        perfect the security interest granted pursuant to this
                        Section 12.4.1, including, without limitation, financing
                        statements.


                                      -33-
<PAGE>

                12.4.2. Protection of Security Interest. The Corporation
                        agrees that until the Facility Price is paid in full to
                        Vestas-American that it will take all reasonable
                        measures and act in accordance with manufacturer's
                        procedures to preserve the value of and to protect the
                        WTGs, Towers and related equipment and any parts or
                        components thereof, from any damage or loss while
                        located on the Project Site or in the possession or
                        control of the Corporation. Upon Preliminary Acceptance
                        of each Phase the Corporation agrees, at its own
                        expense, to provide and maintain general liability,
                        property damage, and such other insurance, with
                        coverages and in amounts sufficient and appropriate to
                        cover the risk of loss or damage to any and all of the

                        WTGs, Towers and related equipment, or any parts or
                        components thereof, and to preserve and protect
                        Vestas-American's interest in the same until the
                        Facility Price is paid in full.

      12.5. Right of Waiver. The Corporation, in its sole discretion, shall have
            the right, but shall have no obligation, to waive, defer or reduce
            any of the requirements stated in Section 12.2 at any time.
            Likewise, the Corporation may deliver its acknowledgment pursuant to
            Section 12.3 at any time, thereby causing Preliminary Acceptance to
            occur as to a Phase in its then present condition. However, the
            Corporation's exercise of any rights hereunder shall apply only to
            such requirements as the Corporation may specify and shall in no
            event relieve Vestas-American of any requirements or other
            obligations not so specified.

13. FINAL ACCEPTANCE.

      13.1. Submittals and Certification. Within ten (10) days following the
            date of Preliminary Acceptance of the last of the Phases and
            provided all Phases have achieved Preliminary Acceptance,
            Vestas-American shall submit to the Corporation the following, or
            shall cause the following to be accomplished, as applicable:

            (a) final lien waivers and releases from Vestas-American;

            (b) all test results, manuals and other documents required by the
            Contract Documents and not previously submitted;

            (c) all Contractor's, Subcontractors' and Suppliers' personnel,
            supplies, equipment, waste materials, rubbish and temporary
            facilities shall have been removed from the Job Site and the Project
            Site;

            (d) a certification by Contractor identifying all outstanding claims
            of Contractor under this Contract with documentation sufficient to
            support such claims;


                                      -34-
<PAGE>

            (e) Contractor shall have assigned or provided the Corporation with
            all warranties or guarantees which Contractor received from
            Subcontractors or Suppliers to the extent Contractor is obligated to
            do so pursuant to Section 6.25 hereof;

            (f) all training required to be provided by Vestas-American pursuant
            to Section 6.1 shall have been completed and all training
            documentation and manuals which Vestas-American is required to
            provide to the Corporation have been provided;

            (g)   an invoice for final payment due Vestas-American;

            (h)   Contractor shall have delivered all consumables to the Project
                  Site pursuant to Section 6.15 hereof;

            (i)   Contractor shall have completed Work on all Punchlist items,
                  and

            (j)   a certificate that the foregoing items (a) through (i) have
                  been submitted or accomplished, as applicable.

      13.2. Final Acceptance. Within seven (7) days, following receipt of all
            such documents and completion of all such obligations described in
            Section 13.1, subject to the completeness and accuracy of such
            documents and completion of all such obligations, the Corporation
            shall execute and provide to Vestas-American acknowledgment of the
            Corporation's receipt of all such documents, and the Final
            Acceptance Certificate in the form attached hereto as Exhibit "C"
            stating that, to the best of the Corporation's knowledge, the
            Punchlist items have been completed to the satisfaction of the
            Corporation and all of Contractor's other obligations under this
            Contract have been satisfied in full (except those obligations as
            specified in this Contract that would otherwise be performed after
            Final Acceptance), which shall constitute Final Acceptance of the
            Facility. The Corporation shall then pay to Vestas-American all
            remaining sums then due pursuant to Section 11 or otherwise due
            under the Contract Documents. Such final payment from the
            Corporation to Vestas-American shall constitute a release and waiver
            of all claims by the Corporation against Vestas-American, or any of
            its directors, officers, shareholders or employees, directly arising
            from or relating to the Work, except those arising from unsettled
            liens, claims for breach of any representation, warranty or covenant
            set forth in the Contract Documents, including but not limited to,
            the warranties contained in Section 19 and Exhibit "N", claims for
            misrepresentation of any material fact set forth in the Contract
            Documents, claims for indemnification, third party claims or any
            breach of Vestas-American's other continuing obligations under the
            Contract Documents. The foregoing provisions of this Section 13.2 do
            not in any way limit Corporation's rights to pursue any claims it
            may have against Persons other than Contractor.


                                      -35-
<PAGE>

      13.3. Vestas-American Acceptance and Waiver. Acceptance by Vestas-American
            of the final payment made by the Corporation pursuant to Section
            13.2 of this Contract shall constitute a release and waiver of any
            and all claims which Vestas-American has or may have against the
            Corporation directly arising from or relating to the Work except
            those arising from claims for breach of any misrepresentation,
            warranty or covenant set forth in the Contract Documents, claims for
            misrepresentation of any material fact set forth in the Contract
            Documents, claims for indemnification, third party claims or any
            breach of the Corporation's other continuing obligations under the
            Contract Documents. The foregoing provisions of this Section 13.3,
            however, do not in any way limit Vestas-American's right to pursue
            any claims it might have against Persons other than the Corporation.

14.   RISK OF LOSS. The Corporation shall assume the risk of loss for all
      materials and equipment incorporated in each Phase on the date of
      Preliminary Acceptance of such Phase. Prior to such date, Vestas-American
      shall maintain sufficient insurance against the loss of or damage to such
      property in transit, in storage or as installed and shall bear the risk of
      loss and responsibility of preserving, safeguarding and maintaining such
      property until the date of Preliminary Acceptance. Any materials,
      equipment or supplies comprising the Facility and which is
      Vestas-American's responsibility under this Contract or that of its
      Subcontractors or Suppliers, but is lost, damaged, stolen or impaired
      before the date of Preliminary Acceptance, shall be timely replaced by
      Vestas-American at its sole cost and expense; provided that such loss,
      damage or theft is not due to (a) a breach by the Corporation of its
      obligations under the Contract Documents, or (b) an act or omission of the
      Other Contractors.

15. CHANGE ORDERS.

      15.1. Changes in the Work.

            (a) The Corporation may at any time, as the need may arise and
            without invalidating this Contract, order reasonable changes within
            the scope of the Work consisting of additions, deletions, or other
            revisions to the Work; provided, however, that the Corporation shall
            not be entitled to reduce or increase the number or change the type
            of WTGs and Towers comprising the Facility. All such changes in the
            Work shall be authorized by a Change Order. If such changes increase
            or decrease the amount due Vestas- American under the Contract
            Documents, or change a Scheduled Substantial Completion Date or the
            Project Timeline, an equitable adjustment shall be authorized by a
            Change Order.

            (b) The Project Manager also may, at any time, by issuing a Field
            Order, make changes in the details of the Work. Vestas-American
            shall proceed with the performance of any changes in the Work so
            ordered by the Project Manager unless Vestas-American believes that
            such Field Order entitles Vestas-American to a change in the
            Facility Price, a Scheduled Substantial Completion Date, the Project
            Timeline 


                                      -36-
<PAGE>

            or all of the foregoing, in which event Vestas-American shall give
            the Project Manager Written Notice thereof within five (5) days
            after the receipt of the Field Order. Within ten (10) days following
            such Written Notice, Vestas-American shall document the basis for
            the change in Facility Price, the date of a Scheduled Substantial
            Completion or the Project Timeline, as applicable. Vestas-American
            shall not execute any of the changes included in such Field Order
            pending the receipt of an executed Change Order. In the event
            Vestas-American executes any of the changes included in a Field
            Order prior to receipt of an executed Change Order, the Corporation
            shall have no obligation to pay for such changes unless and until a
            Change Order is executed.

            (c) Within five (5) days after Vestas-American receives a draft
            Change Order from the Corporation, Vestas-American shall provide the
            Corporation with a written statement specifying any suggested
            modifications to the Change Order, any additional estimated costs to
            be incurred by Vestas-American and any modifications to the Project
            Timeline, including the date of a Scheduled Substantial Completion,
            as a result of the Change Order. Within fifteen (15) days after the
            Corporation receives such written statement, the Corporation shall
            notify Vestas-American as to whether the Corporation agrees to such
            additional estimated costs and/or modifications. If the Corporation
            so agrees, the Change Order, Facility Price, date(s) of Scheduled
            Substantial Completion for a Phase or Phase(s) and/or Project
            Timeline shall be modified accordingly, and the Change Order
            promptly signed by Corporation and delivered to Vestas-American.

            (d) In the event that the Corporation does not agree to either the
            proposed additional estimated costs or other modifications, the
            disputed matter or matters shall be resolved pursuant to the dispute
            resolution procedures set forth in Section 28. Pending the
            resolution of any dispute, Vestas-American shall continue to perform
            its obligations under the Contract Documents, as modified by those
            aspects of the Change Order not in dispute, and the Corporation
            shall pay to Vestas-American any amounts included in such Change
            Order which are not in dispute. However, Vestas-American's continued
            performance of the Work shall not prejudice its rights to effect a
            modification to the Project Timeline or Change Order or to receive
            additional compensation for any Work required by such Change Order.
            Upon resolution of the disputed matters pursuant to the dispute
            resolution provisions of Section 28, the Change Order, Facility
            Price, the applicable Scheduled Substantial Completion Date(s)
            and/or Project Timeline shall be modified accordingly.

      15.2. Changes in Facility Price. The Facility Price may be changed only by
            a Change Order. The value of any Work covered by a Change Order,
            including, without limitation, any request for increase or decrease
            in the Facility Price, shall be determined by one or more of the
            following methods in the order of precedence listed below:


                                      -37-
<PAGE>

            (a) An agreed lump sum broken down as provided under Section 10.3 of
            this Contract; or

            (b) The actual cost for labor, direct overhead, materials, supplies,
            equipment, and services provided by Subcontractors and Suppliers
            necessary to complete the additional Work. In addition, there shall
            be added an amount equal to five percent (5%) of the actual cost of
            the additional Work, to cover the cost of general overhead,
            supervision and profit. The actual cost plus five percent (5%) will
            be broken down as provided under Section 10.3 of this Contract.

            If Change Orders, when considered in the aggregate, increase or
            decrease the Facility Price by more than $100,000, the Stated Amount
            of the Payment Security referenced in Section 11.3 must be increased
            or decreased, as appropriate, as promptly as practicable upon
            request by Vestas-American in the event of an increase, or upon
            request by Corporation in the event of a decrease, by Sixty Five
            Percent (65%) of the total increase or decrease in Facility Price
            resulting from the Change Orders.

16. SUBCONTRACTORS AND SUPPLIERS.

      16.1. Subcontracts and Suppliers. Vestas-American may locate and procure
            the services of such Subcontractors that in Vestas-American's
            reasonable judgment may be necessary to complete the installation of
            the Facility; provided, however, that any such contracting shall not
            relieve Vestas-American of any of its obligations and duties
            hereunder, and that to the extent practicable, agreements entered
            into by Vestas-American with such Subcontractors where the contract
            sum exceeds Fifty Thousand Dollars ($50,000) shall be assignable to
            the Corporation. All Subcontractors and Suppliers shall be required
            to maintain insurance in such amounts and forms as are customary.

      16.2. Labor Relations. Contractor shall use reasonable commercial efforts,
            in conjunction with the Corporation, to minimize the risk of labor
            related delays by entering into any necessary agreement or
            agreements with Subcontractors performing Work at the Job Site.
            Contractor shall advise the Corporation promptly, in writing of any
            actual, anticipated, or threatened labor dispute that might affect
            the performance of the Work by Contractor or by any of its
            Subcontractors. Contractor agrees and covenants that, in the
            performance of this Contract, it shall not discriminate against any
            person or group of persons on the grounds of race, creed, color,
            ancestry, age, sex or marital status, or in any other manner
            prohibited by the laws of the United States of America or the State
            of Texas.

17. ROYALTIES AND PATENTS.


                                      -38-
<PAGE>

      17.1. Inventions. Vestas-American shall obtain all necessary patents,
            trademarks, copyrights or licenses required for the performance of
            the Work and shall pay all royalties and license fees necessary for
            the performance of the Work and use of the WTGs, Towers, equipment
            and material procured and installed by Vestas-American which
            comprises the Facility (the "Facility Rights"). Vestas-American
            shall defend, indemnify and hold harmless the Corporation from all
            suits, claims, loss, damage and expense (including reasonable
            attorneys' fees) relating solely to unauthorized disclosure or use
            of any trade secrets, or of patent, copyright or trademark
            infringement arising from Vestas-American's performance (or that of
            its Subcontractors or Suppliers) under this Contract.

      17.2. Licenses. Contractor shall grant to the Corporation a nonexclusive,
            royalty-free license, for use solely in connection with operation,
            maintenance or repair of the Facility, with respect to any invention
            based wholly or in part on or derived from proprietary information
            received from the Corporation. Contractor further agrees to grant
            and hereby grants to the Corporation a royalty-free, nonexclusive
            license to the Facility Rights now or hereafter owned or controlled
            by Contractor, to the extent necessary for the operation,
            maintenance or repair of the Facility or any unit or component
            thereof designed, specified or constructed by Contractor under this
            Contract.

18. TERMINATION AND SUSPENSION.

      18.1. Default. If at any time prior to Final Acceptance and payment of all
            amount due under the Contract Documents, one or more of the
            following events (each such event called an "Event of Default")
            shall occur:

                  (1) Any representation or warranty made by a party herein or
            in any certificate given to the other party pursuant to the terms
            hereof shall prove to be false, incorrect or materially misleading
            as of the date on which it was made;

                  (2) Any party shall fail to make any payment when due
            hereunder or default in any material respect in the observance or
            performance of any covenant, condition, or agreement of such party
            contained herein;

                  (3) A party shall file a petition commencing a voluntary case
            under the applicable bankruptcy or insolvency laws (the "Bankruptcy
            Law") or for liquidation, reorganization, or an arrangement pursuant
            to any other federal or state bankruptcy law, or shall be
            adjudicated a debtor or be declared bankrupt or insolvent under the
            Bankruptcy Law, or any other federal or state law relating to
            bankruptcy, insolvency, winding-up, or adjustment of debts, or shall
            make an assignment for the benefit of creditors, or shall admit in
            writing its inability to pay its debts generally as they become due,
            or if a petition commencing an involuntary case under Bankruptcy Law
            or an answer proposing the adjudication of a party as a debtor or a
            bankrupt or proposing its liquidation or reorganization pursuant to
            the Bankruptcy Law, any other 


                                      -39-
<PAGE>

            federal or state bankruptcy law shall be filed in any court and such
            party shall consent or acquiesce in the filing thereof, or such
            petition or answer shall not be discharged or denied within ninety
            (90) days after the filing thereof (the foregoing, collectively,
            "Bankruptcy Event"); or

                  (4) A custodian, receiver, trustee or liquidator of a party or
            of all or substantially all of a party's assets, or such party's
            interest in the Contract Documents or the Facility, shall be
            appointed in any proceeding brought against such party and shall not
            be discharged within ninety (90) days after such appointment, or if
            such party shall consent to or acquiesce in such appointment.

      18.2. Remedies for Default. An Event of Default may be cured only in
            accordance with Section 18.4 below. If an Event of Default occurs
            which is not cured (or curable) pursuant to Section 18.4, then the
            non-defaulting party shall have the right, in its sole discretion,
            either to continue this Contract in full force and effect, or, by
            Written Notice to the defaulting party, to terminate this Contract
            and all obligations of the non-defaulting party hereunder. In either
            event, the non- defaulting party shall continue to be entitled to
            any and all legal and equitable remedies it may have against the
            defaulting party under this Contract or otherwise, including rights
            of offset.

      18.3. Termination Not a Waiver. The termination of this Contract shall be
            without prejudice to any other rights or remedies which a party may
            have against the other, and no termination of this Contract shall
            constitute a waiver, release or estoppel by either party of any
            right, action or cause of action it may have against the other.

          18.3.1. Termination by Contractor. In addition to the right to
                  terminate pursuant to Section 18.2 above, (a) Contractor shall
                  have the right to terminate this Contract if the Work is
                  stopped for a period of thirty (30) consecutive days as a
                  result of an order of any court or other public authority
                  having jurisdiction, or as a result of an act of government,
                  through no act or fault of Contractor or a Subcontractor or
                  Supplier, or their respective agents or employees, and (b) if
                  the Corporation's Event of Default is nonpayment, Contractor
                  shall have the right to terminate this Contract or to stop
                  performance of the Work until Contractor has been paid all
                  amounts due it, in which case a Change Order shall be issued
                  to increase the Facility Price or extend the Scheduled
                  Substantial Completion Dates, the Scheduled Facility
                  Completion Date and the Project Timeline and Payment Schedule,
                  or both, as compensation to Contractor for the costs and
                  delays attributable to the stoppage of the Work. In the event
                  of any termination by Contractor under this Contract, the
                  Corporation shall pay Contractor for all Work performed and
                  for Work in process on or off site through the date of
                  termination, the cost of that Work and the expense of setting
                  and paying termination costs under the terminated Subcontracts
                  and purchase orders, storage, transportation, and other costs
                  incurred which are reasonably necessary for the preservation,
                  protection, removal or disposition of the terminated Work


                                      -40-
<PAGE>

                  (including unused equipment and the WTGs), and for any loss
                  sustained to or upon any equipment, materials, tools,
                  construction equipment and machinery, including reasonable
                  profit, and all costs of demobilization and re-employment of
                  personnel and equipment.

          18.3.2. Termination by the Corporation. In the event of a
                  termination by the Corporation pursuant to Section 18.2
                  hereof, the Corporation (a) shall pay Contractor for all Work
                  performed through the date of termination, including all
                  equipment and materials delivered to the Project Site, and all
                  costs incurred by Contractor, if any, at the Corporation's
                  request after termination, (b) at the option of the
                  Corporation, pay the net cost (exclusive of overhead and
                  profit) of any unused or partially used materials at the Job
                  Site not already paid for as part of the Facility Price, and
                  (c) may take possession of the Job Site and of all materials,
                  equipment, construction equipment and machinery on site owned
                  by Contractor and may finish the Work and complete the
                  Facility. Corporation will take reasonable steps to mitigate
                  the cost for completion of such work. Any such Work performed
                  by or on behalf of the Corporation shall be excluded from the
                  Installation Warranties given hereunder.

      18.4. Cure of an Event of Default. An Event of Default shall be deemed
            cured only if such default shall be remedied within thirty (30) days
            after Written Notice has been sent to the defaulting party from the
            non-defaulting party specifying the default and demanding that the
            same be remedied (provided that failure of a party to provide such
            notice shall not be deemed a waiver of such default), provided,
            however, that if such default is not reasonably capable of cure
            within thirty (30) days of receipt of such notice, then the default
            shall not be deemed an Event of Default if the defaulting party
            commences to remedy the default within thirty (30) days of such
            notice and thereafter diligently pursues such remedy until such
            default is fully cured; provided, further, however, that in no event
            shall either party be entitled to longer than ninety (90) days to an
            Event of Default with respect to any payment obligation under this
            Contract after receipt of Notice thereof.

19. WARRANTIES.

      19.1. No Liens. Vestas-American warrants that, upon payment in full to
            Vestas-American of the Facility Price and all amounts due
            Vestas-American under the Contract Documents, title to the Facility
            shall pass to Corporation or its nominee free and clear of any and
            all liens, claims, security interests or other encumbrances.

      19.2. Quality of Work. The Facility shall be installed in a workmanlike
            manner using new materials. Work shall meet the requirements of this
            Contract and the Work performed by Vestas-American or its
            Subcontractors shall be and remain free from defects in materials
            and workmanship for one (1) year following the date of Preliminary
            Acceptance of the final Phase (the "Installation Warranty").


                                      -41-
<PAGE>

          19.2.1. Remedy for Breach. If the Installation Warranty is breached,
                  then the Corporation shall give Written Notice of the breach
                  with reasonable promptness following the Corporation's
                  discovery thereof and in no event after the expiration of the
                  Warranty Period, and Vestas-American shall promptly repair or
                  replace the defective materials, equipment, parts or defective
                  workmanship, including any damage to the surrounding Work and
                  Other Project Work, at the cost and expense of Vestas-
                  American. Any part of the Work so repaired, replaced or
                  corrected shall be similarly warranted for a period of one (1)
                  year from the completion date of such repair, replacement or
                  correction. The decision whether to repair or replace shall be
                  made in the sole discretion of Vestas-American. In the event
                  Vestas-American should fail to commence repairs, adjustments
                  or other work that may be made necessary by such defects,
                  after receipt of the Corporation's Written Notice and a
                  reasonable opportunity to commence such repairs or other work,
                  the Corporation may do so, and Vestas-American shall pay the
                  reasonable cost thereof upon request accompanied by reasonable
                  documentation evidencing the costs thereof.

          19.2.2. Exclusions. THE WARRANTIES SET FORTH IN THIS CONTRACT ARE
                  EXCLUSIVE AND IN LIEU OF ALL WARRANTIES, EXPRESSED OR IMPLIED,
                  OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
                  PURPOSE OR UNDER THE TEXAS DECEPTIVE TRADE PRACTICES ACT OR
                  OTHERWISE. EXCEPT AS SET FORTH IN THIS CONTRACT, THERE ARE NO
                  OTHER WARRANTIES, AGREEMENTS OR UNDERSTANDINGS WITH RESPECT TO
                  THE WORK AND NO OTHER WARRANTY, ORAL OR WRITTEN, WHICH MIGHT
                  HAVE BEEN GIVEN BY AN EMPLOYEE, AGENT, OR REPRESENTATIVE OF
                  VESTAS-AMERICAN IS AUTHORIZED BY VESTAS-AMERICAN.
                  VESTAS-AMERICAN IS NOT AND SHALL NOT BE HELD LIABLE FOR BREACH
                  OF ANY WARRANTIES GIVEN IN THIS CONTRACT CAUSED BY OR ARISING
                  OUT OF:

                        a)    MATERIAL NONCOSMETIC ALTERATIONS OR REPAIRS NOT
                              CARRIED OUT BY VESTAS-AMERICAN, ITS SUBCONTRACTORS
                              OR SUPPLIERS, OR PERSONS AUTHORIZED IN WRITING BY
                              VESTAS-AMERICAN, EXCEPT AS PERMITTED PURSUANT TO
                              SECTION 19.2.1.;

                        b)    AFTER THE DATE OF THIS CONTRACT, THE USE OF
                              MATERIALS, EQUIPMENT, LAYOUTS, OR DESIGNS,
                              SUPPLIED OR STIPULATED, OR ANY SERVICES PROVIDED
                              BY, ANY PARTY OTHER THAN VESTAS-


                                      -42-
<PAGE>

                              AMERICAN, ITS SUBCONTRACTORS OR SUPPLIERS IN 
                              CONNECTION WITH THE WORK;

                        c)    ANY DAMAGE TO THE WORK BY THE CORPORATION OR THIRD
                              PARTIES, INCLUDING WITHOUT LIMITATION, VANDALISM
                              AND MALICIOUS MISCHIEF, THEFT OR ATTEMPTED THEFT;

                        d)    ANY LOSS A DEFECTIVE PART MAY CAUSE, INCLUDING
                              LOSS OF PRODUCTION, LOSS OF PROFIT AND OTHER
                              CONSEQUENTIAL OR INCIDENTAL LOSS; OR

                        e)    OPERATION OF THE WTGs OR EQUIPMENT IN A MANNER
                              OTHER THAN THAT SPECIFIED IN THE VESTAS-AMERICAN
                              INSTRUCTIONS AND OPERATIONS MANUAL REFERENCED IN
                              SECTION 6.2 OF THIS CONTRACT.

                        f)    ANY DELAY IN REMEDYING A BREACH OF VESTAS-
                              AMERICAN'S WARRANTY HEREUNDER DUE TO AN EVENT OF
                              FORCE MAJEURE.

      19.3. Parts and Power Curve. Vestas-American warrants, as more
            particularly set forth in the Standard Warranty attached hereto as
            Exhibit "N", that the WTGs shall be free from defects in material
            for a period of one (1) year from the date of expiration of the
            Installation Warranty and will meet the power curve specified in the
            Standard Warranty for a period of two (2) years from the date of
            Preliminary Acceptance of the third Phase.

      19.4. Assignment of Warranties and Guarantees. Vestas-American agrees
            that, in order to secure the Construction Financing, the Corporation
            may transfer and assign to Lender, without further consent by the
            Subcontractor or Supplier, any and all warranties, guarantees and
            remedies conveyed by Vestas-American or by the Subcontractors or
            Suppliers pursuant to Section 6.25 or this Section 19.

      19.5. No Limitation. The obligation of Vestas-American to satisfy the
            warranties in this Section 19 shall not be limited or diminished by
            any amounts paid by Vestas-American, if any, as liquidated damages
            for failure to achieve Substantial Completion for any of the Phases
            by the Scheduled Substantial Completion Date for such Phase.

20. FORCE MAJEURE.


                                      -43-
<PAGE>

      20.1. "Force Majeure," as used in this Contract, means any cause beyond
            the control and not due to the negligence of the party affected, as
            a result of which it is not reasonably possible for the party
            affected to avoid a delay in performance of, or it is unable to
            perform, its obligations under this Contract (other than any
            obligation for the payment of money); including, but not limited to,
            natural disasters, flood, extreme weather conditions, earthquake,
            storm, fire, lightning, perils of sea, epidemic, war (whether
            declared or undeclared), acts of god or the public enemy, riot,
            explosions, civil disturbance, sabotage, explosions, strikes or
            lockouts (except strikes which are limited to employees of
            Contractor, any of its Subcontractors or Suppliers, or an Affiliate
            of Contractor), vandalism, or any action of a court or other public
            authority. Equipment failure due to wear and tear or defects in
            manufacture, design or construction will not constitute an event of
            Force Majeure.

      20.2. If either party is rendered wholly or partially unable to perform
            its obligations under this Contract because of an event of Force
            Majeure, that party shall be excused from whatever performance is
            affected by the event of Force Majeure to the extent, and for the
            time period, so affected and shall not be considered to be in
            default in respect of any obligation hereunder, if failure of
            performance shall be due to an event of Force Majeure.

      20.3. Within five (5) days after becoming aware of an event of Force
            Majeure, the affected party shall give Written Notice to the other
            party stating the nature of the event, its anticipated duration and
            effect upon the performance of such party's obligations. The burden
            of establishing the existence of an event of Force Majeure is on the
            party claiming an event of Force Majeure.

      20.4. Delay or failure of performance due to an event of Force Majeure
            shall be excused for a period no longer than the delay or failure in
            performance caused by such event. The excused party shall use all
            reasonable efforts to continue to perform its obligations hereunder
            which are not affected by the event of Force Majeure. Obligations of
            a party which were required to have been performed in accordance
            with the Project Timeline prior to the occurrence of an event of
            Force Majeure causing the delay or failure of performance shall not
            be excused as a result of such occurrence unless such occurrence
            makes such performance impossible.

      20.5. If, within a reasonable time after occurrence of a Force Majeure
            event causing Contractor to suspend or delay performance of the
            Work, reasonable action to be undertaken has been identified and
            recommended in writing by the Corporation to Contractor (which
            action shall be at the sole cost and expense of the Corporation if
            the recommended action relates to the Other Project Work and at the
            sole cost and expense of the Contractor if the recommended action
            relates to the Work) (the "Recommendation"), and Contractor has
            failed, within a reasonable time after receipt of such
            Recommendation, to take such action as Contractor could lawfully and
            reasonably initiate to remove or relieve either the Force Majeure
            occurrence or its 


                                      -44-
<PAGE>

            direct or indirect effects, then the Corporation may, after Written
            Notice to Contractor, at Contractor's expense, initiate such
            reasonable measures as will be designed to remove or relieve such
            Force Majeure occurrence or its direct or indirect effects. The
            Corporation shall invoice Contractor for any such amount and,
            provided such amount is reasonable and is documented to Contractor's
            reasonable satisfaction, Contractor shall pay such amount within
            thirty (30) days of receipt of invoice.

      20.6. If an event of Force Majeure occurs that affects Contractor's
            performance, the Scheduled Substantial Completion Date, the
            Scheduled Facility Completion Date, the Project Timeline and any
            other schedule affected by such delay shall be adjusted and extended
            by a period equal to the amount of time (including a period for
            demobilization and remobilization) reasonably determined by the
            Corporation and Contractor to be necessary for Contractor to make up
            for the delay and a Change Order issued for an appropriate increase
            in the Facility Price.

21. INSURANCE

      21.1. Contractor's Insurance. Prior to the start of the Work at the Job
            Site, Contractor will provide a certificate of insurance and
            hereafter will maintain the following insurance with insurance
            carriers reasonably acceptable to the Corporation, and permitted to
            do business in the United States.

          21.1.1. Workmen's Compensation. Workmen's compensation insurance as
                  required by law where the Work is performed and employer's
                  liability insurance with a limit of liability of $1,000,000
                  for each accident. Vestas-American shall require each
                  Subcontractor to provide such Workers' Compensation Insurance,
                  including occupational disease provisions, for all of the
                  Subcontractors' employees at the Project Site unless such
                  employees are covered by the protection afforded by
                  Vestas-American. In case any class of employees engaged in
                  hazardous work under the Contract Documents at the Project
                  Site is not protected under a Workers' Compensation statute,
                  Vestas-American will provide, and shall cause each
                  Subcontractor to provide, adequate and suitable insurance for
                  the protection of its employees not otherwise protected.

          21.1.2. Comprehensive General Liability. Comprehensive general
                  liability insurance with a $1,000,000 combined single limit
                  for bodily injury and/or property damage for each occurrence
                  including broad form contractual liability insurance, personal
                  injury, products and completed operations insurance during the
                  term of the Work and for one (1) year after completion of the
                  Work.

          21.1.3. Automobile Liability. Business auto liability insurance
                  covering owned, non-owned and hired automobiles in the amount
                  of $1,000,000 combined single limit for bodily injury and
                  property damage for each accident.


                                      -45-
<PAGE>

          21.1.4. Shipping Insurance. Prior to Shipping the WTGs or any
                  equipment to be supplied by Vestas-American hereunder,
                  Vestas-American will procure or cause to be procured shipping
                  insurance in an amount not less than full replacement costs of
                  the value of equipment being shipped. Such insurance shall
                  take affect prior to equipment departing the manufacturer's
                  premises and continue in full force until the shipment arrives
                  at the Project Site.

          21.1.5. Excess Liability. Excess liability insurance covering
                  employer's liability; comprehensive general liability; and
                  business auto liability to a limit of $25,000,000 combined
                  single limit for bodily injury and property damage.

          21.1.6. Requirements of Contractor's Insurance. Contractor shall be
                  responsible for the payment of all deductible amounts with
                  respect to the insurance required to be maintained by it under
                  this Section 21.1 (such insurance hereinafter referred to as
                  "Contractor Insurance"). All Contractor Insurance (other than
                  workmen's compensation insurance) shall:

                  (a)   specify the Corporation, Owner and Lender as additional
                        insureds (only to the extent of Contractor's indemnity
                        obligation contained herein);

                  (b)   provide that the Corporation, Owner and Lender shall
                        have the right, but not any obligation, to pay premiums
                        if Contractor shall fail to do so; and

                  (c)   waive any right of subrogation against the Corporation,
                        Owner or Lender and waive any other right of the
                        insurers to any offset or counterclaim or any other
                        deduction, whether by attachment or otherwise, in
                        respect of any liability of the Corporation, Owner or
                        Lender.

          21.1.7. Contractor's Policies. All policies of insurance required to
                  be maintained by the Contractor under Section 21.1 shall:

                  (a)   provide a severability of interests or cross liability
                        clause;

                  (b)   except in the case of Workmen's Compensation Insurance
                        and other statutory insurances where it would be
                        inappropriate, name Corporation, Lender, the Utility,
                        the Utility's parent corporation and Affiliates, and
                        their respective directors, officers, shareholders,
                        agents, servants, and employees ("TU Electric Group") as
                        additional insured for their respective interests to the
                        extent of the Contractor's indemnity obligations set
                        forth in Section 24; and


                                      -46-
<PAGE>

                  (c)   provide that they may not be canceled, or materially
                        changed, without thirty (30) days' prior written notice
                        sent by registered mail to the Corporation and other
                        insureds.


                                      -47-
<PAGE>

      21.2. Corporation's Insurance

          21.2.1. Comprehensive General Liability. Comprehensive general
                  liability insurance with a $1,000,000 combined single limit
                  for bodily injury and/or property damage for each occurrence
                  including broad form contractual liability insurance, personal
                  injury, products and completed operations insurance during the
                  term of the Work and for one (1) year after completion of the
                  Work.

          21.2.2. Builder's All Risk. A Builder's "All Risk" insurance policy
                  shall be purchased and maintained by the Corporation for the
                  Facility covering all work at the Project Site, and all
                  equipment at the Project Site intended for incorporation in
                  the Facility (including temporary buildings, site huts and
                  offices used for the purpose of the construction of the
                  Facility but not intended for in the Corporation therein, but
                  excluding Contractor's construction equipment) against the
                  risk of physical loss or damage from whatever cause (including
                  resultant loss or damage arising from faulty materials,
                  workmanship or design), other than risks specifically excluded
                  by the terms of the policy. The Builder's All Risk insurance
                  shall be on a "replacement cost" basis insuring the total cost
                  of the Facility and will also provide:

                  (a)   coverage for removal of debris;

                  (b)   off-Site storage coverage; and

                  (c)   cold and hot (operational) testing coverage (at the
                        option of the Corporation).

                  The deductibles for all such insurance if economically
                  available in the Corporation's reasonable opinion shall not
                  exceed $100,000 for each single occurrence. The payment of the
                  deductible shall be the responsibility of the Corporation.
                  This policy shall name the Contractor and its Subcontractors
                  as additional insureds.

          21.2.3. Permanent Property Insurance. Upon Preliminary Acceptance of
                  the first Phase and until Final Acceptance, the Corporation
                  shall procure and maintain at the Corporation's cost and
                  expense "all-risk" property insurance (including boiler and
                  machinery and business interruption insurance) subject to
                  normal policy exclusions for the Facility at full replacement
                  value with a deductible of no more than $100,000 and 45 days
                  for business interruption (or less if commercially
                  reasonable). The Corporation shall name Contractor and its
                  Subcontractors as additional insureds under such permanent
                  property insurance only until such time as their interest
                  ceases to exist.


                                      -48-
<PAGE>

          21.2.4. Corporation's Policies. All policies of insurance required
                  to be maintained by the Corporation under Section 21.2 shall
                  to the extent applicable:

                  (a)   provide a severability of interests or cross liability
                        clause;

                  (b)   name Contractor as an additional insured to the extent
                        of the Corporation's indemnity obligations set forth in
                        Section 24; and

                  (c)   provide that they may not be canceled, or materially
                        changed, without thirty (30) days' prior written notice
                        sent by registered mail to the Contractor.

          21.2.5. Primary Insurance. The policy of insurance referred to in
                  Section 21.2.2, shall be endorsed to specify that it is
                  primary to and not excess of or on a contributing basis with
                  any insurance or self-insurance maintained by the Corporation
                  and the Contractor (and their respective Affiliates) or any
                  Subcontractors in respect of losses arising out of or in
                  connection with the Work.

      21.3. Certificates and Cancellations.

          21.3.1. Certificates. Contractor and Corporation shall, no less than
                  20 days prior to commencement of the work, deliver to each
                  other certificates of insurance evidencing the coverages
                  specified in Sections 21.1 and 21.2 hereof.

          21.3.2. Notice of Cancellation. All policies of insurance to be
                  secured and maintained hereunder shall provide, by
                  endorsement, that the other party and any additional insured
                  shall be provided thirty (30) days' prior written notice of
                  any material policy changes or cancellations, and that no such
                  cancellation or change shall be effective without such notice.

          21.3.3. Failure to Pay. Irrespective of the requirements as to
                  insurance to be carried as provided for herein, the
                  insolvency, bankruptcy or failure of any insurance company
                  carrying insurance of a party, the failure of any insurance
                  company to pay claims accruing, shall not affect, negate or
                  waive any of the provisions of this Contract including,
                  without exception, the indemnity obligations of the party.

      21.4. Nonwaiver. Failure of either party to comply with the foregoing
            insurance requirements shall in no way waive its obligations or
            liabilities under this Contract or the rights of Corporation
            hereunder against Contractor, or the rights of Contractor hereunder
            against the Corporation.

      21.5. Right to Insure. Should either party fail to provide or maintain any
            of the insurance coverage required under this Section 21, the other
            party shall have the right to 


                                      -49-
<PAGE>

            provide or maintain such coverage at the failing party's expense,
            either by direct charge or set-off.

      21.6. Ratings. All policies must be written with insurers licensed in the
            State of Texas, with an A.M. Best rating of "B+, VIII" or better,
            for insurers not rated by A.M. Best, the insurers must be of a
            quality equivalent to that of an A.M. Best rating "B+, VII" or
            better.

      21.7. Occurrence. All liability policies must (i) be written on an
            occurrence basis, unless an occurrence basis policy becomes
            unavailable, in which case all policies provided for in this Section
            21 must be maintained for four (4) years from Final Acceptance, (ii)
            include the Contractor, the Corporation, the Owner, the TU Electric
            Group and Lender, as their interests may appear, as additional
            insureds, (iii) provide that each insured is provided coverage as
            though a separate policy had been issued to each, except the
            insurer's liability must not be increased beyond the amount or
            amounts for which the insurer would have been liable had only one
            insured been covered, and only one deductible applies per
            occurrence, no matter the number of insureds, and (iv) provide that
            the Utility and other additional insureds specified above are never
            responsible for premium payment.

      21.8. Endorsement. All policies other than Workers' Compensation insurance
            and the policy required under Section 21.2.2 hereof, must contain
            endorsement (if the terminology is not in the printed form) that
            Vestas-American's policy is primary in all insurance despite like
            coverages, if any, carried by the Corporation.

22. LIMITATION ON DAMAGES.

      22.1. Consequential Damages. In no event shall the Corporation or
            Vestas-American be liable for any special, indirect or consequential
            damages even if such party has been advised of the possibility of
            such damages.

      22.2. Limitation. The liability of Vestas-American, its agents, employees,
            Subcontractors and Suppliers, with respect to any and all claims and
            costs arising out of or incurred by Vestas-American under any of the
            warranty provisions of this Contract, or arising out of the
            performance or non-performance of any other obligations of
            Vestas-American in connection with the manufacture, sale, delivery,
            storage, erection of the Facility or use of the Work or the
            rendition of other services in connection therewith, whether based
            on contract, warranty, tort (including negligence but excluding
            gross negligence or willful misconduct), strict liability or
            otherwise, shall not exceed in the aggregate the Facility Price. The
            limitation of liability shall apply if loss or damage, irrespective
            of cause or origin, results directly or indirectly to persons or
            property from the negligence, active or otherwise, of
            Vestas-American, its agents, employees, Subcontractors and
            Suppliers, and shall prevail over any conflicting or inconsistent
            provisions contained in any of the Contract Documents, except to the
            extent such conflicting or inconsistent provisions further restrict
            Vestas-American's liability.


                                      -50-
<PAGE>

23. REPRESENTATIONS AND WARRANTIES.

      23.1. Vestas-American. As of the Effective Date, Vestas-American hereby
            represents and warrants to the Corporation that:

          23.1.1. Due Incorporation and Good Standing. Vestas-American is a
                  corporation duly organized, validly existing, and in good
                  standing under the laws of the State of California, and that
                  prior to the commencement of the Work it will be qualified to
                  do business as a foreign corporation, and in good standing, in
                  the State of Texas, and in each jurisdiction wherein the
                  nature of the business transacted by it makes such licensing
                  or qualification necessary to perform the Work;

          23.1.2. Corporate Authorizations. The execution, delivery and
                  performance of the obligations of Vestas-American under the
                  Contract Documents have been duly authorized by all requisite
                  corporate action and in accordance with its charter documents.
                  Each Contract Document has been duly executed and delivered by
                  an officer of Vestas-American in accordance with such
                  authorization and constitutes a valid and binding obligation
                  of Vestas-American, enforceable against Vestas-American in
                  accordance with its terms;

          23.1.3. No conflict. The execution and delivery of this Contract
                  will not conflict with any Applicable Laws or any covenant,
                  agreement or understanding to which Vestas-American is a party
                  or by which it or any of its properties or assets is bound or
                  affected;

          23.1.4. Approvals. To its actual knowledge, no authorization,
                  approval, exemption or consent by any governmental or public
                  body or authority (other than the Applicable Permits which are
                  required by Applicable Law to be obtained by Vestas-American)
                  is required to be obtained by Vestas-American in connection
                  with the authorization, execution, delivery and performance of
                  its obligations pursuant to this Contract; provided, however,
                  that the Corporation recognizes that there may be approvals,
                  exemptions or consents by governmental or public bodies and
                  Applicable Permits to be obtained by the Corporation or the
                  Other Contractors necessary to perform the Other Work
                  sequenced in such a manner as to permit performance of the
                  Work by Vestas-American;

          23.1.5. No Actions. To its actual knowledge, there are no actions,
                  suits, proceedings or investigations pending or threatened
                  against it at law or in equity before any court or before any
                  federal, state, municipal or other governmental department,
                  commission, board or agency which, individually or in the
                  aggregate, is reasonably likely to have a material adverse
                  effect on its ability to perform its obligations under this
                  Contract;


                                      -51-
<PAGE>

          23.1.6. Facility Rights. It owns or has the right to use all the
                  patents, trademarks, service marks, trade names, copyrights,
                  licenses, franchises, permits or rights with respect to the
                  foregoing necessary to perform the Work without conflict with
                  or infringement of the rights of others;

          23.1.7. Site Approval. As of the Effective Date, Vestas-American has
                  visited the Project Site and determined that in its present
                  condition, the Project Site is suitable for the performance of
                  the Work, and that the access and use requirements set forth
                  on Exhibit "K" are adequate for the performance of the Work
                  except to the extent that Other Work needs to be performed as
                  provided under this Contract;

          23.1.8. Manufacture Schedule. Provided the Corporation performs its
                  obligations hereunder in a timely manner and without delay,
                  that all Notices to Proceed are given by the time required in
                  Section 4.3.1 hereof, and that there are no Events of Force
                  Majeure, the WTGs, Towers and other equipment comprising the
                  Facility can be manufactured and delivered to the Project Site
                  in accordance with the Project Timeline; and

          23.1.9. Qualifications. Vestas-American has:

                  (a) examined the Contract Documents thoroughly and has become
                  familiar with and understands their terms and prior to
                  commencement of the Work, it will have reviewed and examined
                  state and local laws applicable to the construction of the
                  Project;

                  (b) the experience and proper qualifications to perform the
                  Work and to install the Facility, and has the required
                  authority, ability, skills and capacity to perform the Work in
                  a manner consistent with Prudent Electric Power Industry
                  Practice.

      23.2. The Corporation. As of the Effective Date, the Corporation hereby
            represents and warrants to Vestas-American that:

          23.2.1. Due Incorporation and Good Standing. The Corporation is a
                  Delaware corporation duly organized, validly existing, and in
                  good standing under the laws of the State of Delaware;

          23.2.2. Qualification The Corporation has examined the Contract
                  Documents thoroughly and has become familiar with and
                  understands their terms and their relation to the Other
                  Project Work. Prior to Vestas-American commencing the Work,
                  the Corporation will have reviewed and examined state and
                  local laws applicable to the construction of the Project;


                                      -52-
<PAGE>

          23.2.3. Corporate Authorizations. The execution, delivery and
                  performance of the obligations of the Corporation under the
                  Contract Documents have been duly authorized by all requisite
                  corporate action and in accordance with the Articles of
                  Incorporation and Bylaws of the Corporation. Each Contract
                  Document has been duly executed and delivered by an officer of
                  the Corporation in accordance with such authorization and
                  constitutes a valid and binding obligation of the Corporation,
                  enforceable against the Corporation in accordance with its
                  terms;

          23.2.4. Owner Authorization. Owner has authorized Corporation's
                  execution, delivery, and performance of the Contract Documents
                  and construction of the Facility contemplated thereunder.

          23.2.5. No conflict. The execution and delivery of this Contract will
                  not conflict with any Applicable Laws or any covenant,
                  agreement or understanding to which the Corporation is a party
                  or by which it or any of its properties or assets is bound or
                  affected;

          23.2.6. No Actions. To its actual knowledge, there are no actions,
                  suits, proceedings or investigations pending or threatened
                  against it at law or in equity before any court or before any
                  federal, state, municipal or other governmental department,
                  commission, board or agency which, individually or in the
                  aggregate, is reasonably likely to have a material adverse
                  effect on its ability to perform its obligations under this
                  Contract;

          23.2.7. Project Schedule. Provided Vestas-American performs its
                  obligations hereunder in a timely manner and without delay and
                  that there are no Events of Force Majeure, the Other Project
                  Work can be sequenced and completed in accordance with the
                  Project Timeline to permit Vestas-American to perform the Work
                  in accordance with the Project Timeline and to achieve
                  Substantial Completion of the Facility by the Scheduled
                  Substantial Completion Date; and

          23.2.8. Rights. The Corporation has obtained or shall obtain prior to
                  commencement of the Work all necessary authorizations,
                  approvals and rights which relate to the Project Site and
                  development of the Project, including, without limitation,
                  easements, access rights, the right to use all the patents,
                  trademarks, service marks, tradenames, copyrights, licenses,
                  franchises, permits or rights with respect to the foregoing
                  necessary to perform the Other Project Work without conflict
                  with the rights of others and has complied with all Applicable
                  Laws, regulations and ordinances which relate to the Project,
                  and the execution of and performance under this Contract does
                  not and will not violate any contract or agreement to which
                  the Corporation is a party.


                                      -53-
<PAGE>

      23.3. Survival of Representations and Warranties. The representations and
            warranties of the parties set forth in this Section 23 shall survive
            the expiration or termination of this Contract.

24.   INDEMNITY. This Section 24 shall survive the expiration or termination of
      this Contract.

      24.1. By Vestas-American. To the fullest extent permitted by law,
            Vestas-American shall indemnify and hold harmless the Corporation
            and its agents and employees from and against all claims, damages,
            losses and expenses, including but not limited to attorneys' fees
            and court costs, arising out of or resulting from (a) the negligent
            acts or omissions of Vestas-American, a Subcontractor, Supplier or
            any Person directly or indirectly employed by any of them or any
            Person for whose acts any of them may be liable (regardless of
            whether or not such claim, damage, loss, expense, fine, penalty or
            award is caused in part by a party indemnified hereunder) during the
            performance of the Work or any curative action under any warranty
            under this Contract following performance of the Work, provided that
            any such claim, damage, loss or expense is attributable to bodily
            injury, sickness, disease or death, or to injury to or destruction
            of tangible property (other than the Work itself), (b) the failure
            of Vestas-American to comply with Applicable Laws or the conditions
            of Applicable Permits obtained by Vestas-American, or (c) hazardous
            materials brought onto the Project Site by Vestas-American or any
            Subcontractor or Supplier, unless such hazardous materials are
            released as the result of a negligent act or omission of Owner,
            Corporation, an Other Contractor, or any Person directly or
            indirectly employed by Owner, Corporation or an Other Contractor.

      24.2. Liens and Claims. To the extent that Contractor has been paid in
            accordance with this Contract, Contractor shall indemnify, defend
            and hold harmless the Corporation from and against any and all loss,
            costs, damages and expense arising out of or in connection with any
            and all liens filed in connection with the Work including, without
            limitation, all expenses and attorneys' fees incurred by the
            Corporation in discharging any liens or similar encumbrances. If
            Contractor shall fail to discharge or bond over promptly any lien or
            claim upon the Facility or upon any materials, equipment or
            structures comprising the Facility or encompassed therein, or upon
            the premises upon which they are located, the Corporation may so
            notify Contractor in writing and Contractor shall then satisfy ,
            bond over or defend any such liens or claims. If, within ten (10)
            days following the Corporation's Written Notice, Contractor either
            does not satisfy or bond over such liens or claims or does not give
            the Corporation reasons in writing reasonably satisfactory to it for
            not causing the release or bonding of such liens or paying such
            claims, the Corporation shall have the right, at its option, after
            Written Notice to Contractor, to cause the release, payment or
            settlement of such liens or claims, and the Corporation at its sole
            option may (i) require Contractor to pay, within ten (10) days of
            request by the Corporation, or (ii) offset against amounts due or to
            become due, including amounts held by the Corporation hereunder as
            retainage, to Contractor all costs and expenses incurred by the
            Corporation causing the release, paying or settling such liens or
            claims, including, 


                                      -54-
<PAGE>

            without limitation administrative costs, attorneys' fees and other
            expenses. Contractor shall have the right to contest any such lien
            provided it first provides to the Corporation a bond or other
            assurances of payment reasonably satisfactory to the Corporation, in
            the amount of such lien in form and substance satisfactory to the
            Corporation.

      24.3. By the Corporation. To the fullest extent permitted by law, the
            Corporation shall indemnify and hold harmless Vestas-American and
            its agents and employees from and against all claims, damages,
            losses and expenses, including but not limited to attorneys' fees
            and court costs, arising out of or resulting from (a) the negligent
            acts or omissions of the Corporation, Owner, an Other Contractor,
            any Person directly or indirectly employed by any of them or any
            Person for whose acts any of them may be liable (regardless of
            whether or not such claim, damage, loss, expense, fine, penalty or
            award is caused in part by a party indemnified hereunder) during the
            performance of its obligations under the Contract Documents, or
            during the performance of the Other Project Work, and, following the
            transfer of the risk of loss with respect thereto, all other
            portions of the Project, provided that any such claim, damage, loss
            or expense is attributable to bodily injury, sickness, disease or
            death, or to injury to or destruction of tangible property (other
            than the Other Project Work itself), (b) the failure of the
            Corporation to comply with Applicable Laws or the conditions of
            Applicable Permits, or (c) hazardous materials located at, on or
            under the Project Site, except for hazardous materials brought onto
            the Project Site by Vestas-American, its Subcontractors or Suppliers
            unless such hazardous materials are released as the result of a
            negligent act or omission of the Owner, Corporation, an Other
            Contractor or any Person directly or indirectly employed by Owner,
            Corporation or an Other Contractor.

25. INTELLECTUAL PROPERTY RIGHTS.


                                      -55-
<PAGE>

      25.1. Generally. The Corporation acknowledges that under the terms of the
            Contract Documents it is being provided and will have access to
            certain intellectual property rights owned, used or licensed by
            Vestas-American, including but not limited to, corporate names,
            trade names, trademarks, service marks, software, trade secrets,
            patents, and other proprietary information relating to (i) the
            specification, design, construction, installation, operation or
            maintenance and repair of the WTGs, Tower Foundations and Towers, as
            well as (ii) training processes, and the contents of service and
            maintenance manuals, Test and Inspection Procedures, and the
            Detailed Plan (collectively, "Intellectual Property Rights").
            Without limiting any rights of Vestas-American with respect to the
            Intellectual Property Rights under the Contract Documents, or
            Applicable Laws, the Corporation acknowledges that such Intellectual
            Property Rights are extremely valuable to the business of
            Vestas-American, and agrees that: (i) the Contract Documents only
            provide the Corporation, all representatives of the Corporation
            (including Other Contractors), with the non-exclusive right to use
            such Intellectual Property Rights in connection with the Project,
            and that such parties will not disclose or use such Intellectual
            Property Rights for any other purpose other than in connection with
            this Project, (ii) the Corporation and all representatives of the
            Corporation (including Other Contractors) will protect and maintain
            the confidentiality of Intellectual Property Rights, and will cause
            others who have access to Intellectual Property Rights to do the
            same, and (iii) the Corporation, and all representatives of the
            Corporation (including Other Contractors) will not disclose any
            information constituting such Intellectual Property Rights to any
            third-party, except (a) to the extent such information is generally
            available to the public other than as a result of a disclosure by
            the Corporation, (b) in connection with the construction,
            development or operation of the Project on a need to know basis, (c)
            upon the written consent of Vestas-American or a Vestas-American
            representative, or (d) as expressly otherwise permitted by this
            Contract.

      25.2. Nondisclosure by the Corporation. If requested by Vestas-American,
            the Corporation shall cause Operator and the Other Contractors to
            agree in writing to be bound by and to adhere to the provisions of
            Section 25.1 as if they were originally parties to this Contract. To
            the extent any of the licensors or other owners of the Intellectual
            Property Rights Work may require, the Corporation shall execute such
            confidentiality and nondisclosure agreement or agreements as such
            licensors or owners may reasonably require, and, shall cause the
            Other Contractors and the Utility to do the same.

      25.3. Mutual Confidentiality. Without limiting Sections 25.1 and 25.2
            above, any information concerning the parties hereto which is
            proprietary and disclosed to the other party incident to the
            performance of Work by Vestas-American or incident to performance of
            the Other Project Work or performance of the obligations of the
            Corporation hereunder pursuant to this Contract is disclosed in
            confidence and the transferee shall not publish or otherwise
            disclose it to third parties without the written approval of the
            transferor; provided, however, that nothing herein shall limit
            either party's right to disclose any data provided by the other
            party hereunder which (i) was 


                                      -56-
<PAGE>

            furnished by such party prior to the execution of this Contract
            without restrictions, (ii) becomes knowledge available within the
            public domain, (iii) is received by either party from a third party
            without restriction and without breach of this Contract or (iv) is
            disclosed to any court, arbitrator or governmental authority having
            jurisdiction and asserting a right to such information or disclosed
            to third parties in compliance with an order of such court,
            arbitrator or governmental body; and provided, further, that nothing
            herein shall limit the right of the Corporation to provide any
            information regarding Subcontractor, any Contractor and any Supplier
            to any Lender (or advisors retained on their behalf) or their
            successors and assigns.

26. NOTICES.

      All notices, demands or other communications hereunder shall be given or
made in writing and shall be delivered personally or sent by registered or
certified airmail, postage prepaid, addressed to the party to whom they are
directed at the following addresses, or at such other address as may be
designated by notice from such party, or by telex (confirmed by letter as
aforesaid) or by telecopy:

            If to Corporation:      York Research Corporation
                                    280 Park Avenue, Suite 2700 West
                                    New York, NY 10017
                                    Attn: Richard Nerzig
                                    Telecopier No.: (212) 557-3131

            With a copy to:         York Research Corporation
                                    6322 Corte Esparanza
                                    Pleasanton, CA 94566
                                    Attn.: Jerry Fuchs
                                    Telecopier No.: (925) 426-4748

            If to Vestas-American:  Vestas-American Wind Technology, Inc.
                                    19020 North Indian Avenue, Suite 4-C
                                    P.O. Box 2010
                                    Palm Springs, CA 92258
                                    Attn.: Hans J0rn Rieks
                                    Telecopier No.: (760) 329-5558

      Any notice, demand or other communication given or made solely by mail in
the manner prescribed in this section shall be deemed to have been given and to
be effective three (3) days after the date of such mailing; if given by telex
(provided letter confirmation as aforesaid also be dispatched), shall be deemed
to have been given when properly dispatched, and if given by telecopy, shall be
deemed to have been given when properly dispatched.

27. INSPECTION.

      27.1. Inspection. Either party shall have the right to timely inspect any
            item of equipment, material, design, engineering, service or
            workmanship to be provided as part of the 


                                      -57-
<PAGE>

            Work or the Other Project Work hereunder, and the other party shall,
            upon request, arrange for any such inspection of equipment or
            material at the point of fabrication. Each party shall be
            responsible for costs of its own personnel and their transportation
            with respect to such inspections. Either party shall have the right
            to timely reject any portion of the Work or the Other Project Work
            which does not conform to the Contract or, with respect to the Other
            Project Work, adversely affects the Work or is of inferior quality,
            design or workmanship, or does not conform to Prudent Electric Power
            Industry Practices. Upon such rejection, the other party shall
            promptly remedy, at its sole cost and expense, any condition so
            identified as giving rise to such rejection, and, in the case of the
            Other Project Work, without causing delay to the Work.

      27.2. Observation by Utility and Lender. Contractor understands that the
            Utility and the Lender or their respective representatives have the
            right, from time to time, to observe and inspect the Work and the
            Facility and to observe all on-site tests of the Work and the
            Facility. Upon reasonable Notice to Contractor, Contractor shall, at
            no cost or expense to it, allow Utility and Lender and their
            respective representatives reasonable access to the Work and the
            Facility and to Contractor's non-proprietary technical records
            pertaining thereto as reasonably requested by the Utility and/or
            Lender, or their respective representatives. The Corporation shall
            be responsible for compliance by such Person with the safety rules
            and regulations of the Job Site.

      27.3. Comment. Inspection, review and/or comment by the Corporation with
            respect to plans, specifications, drawings, shop drawings, samples
            or any other work or services performed by Contractor or any
            Subcontractor or Supplier shall not in any way reduce Contractor's
            obligations to perform the Work in accordance with the Contract
            Documents or be deemed to be a warranty or acceptance by the
            Corporation with respect to such work or services, except for
            reasonable decisions at the Job Site in light of cost and time
            considerations. The Corporation will complete its review and/or
            comments concerning any materials submitted by Contractor for such
            purpose within ten (10) days of its receipt of such materials or
            other submission or sooner if priority handling is requested by
            Contractor. Contractor shall not be required to delay the Work due
            to an untimely exercise by the Corporation of its review and comment
            rights under this Contract.

28. MISCELLANEOUS.

      28.1. Successors and Assigns. This Contract shall be binding upon and
            shall inure to the benefit of the successors and assigns of
            Vestas-American and the Corporation. No party may assign or transfer
            this Contract, in whole or in part, except upon the prior written
            consent of the other party hereto which consent shall not be
            unreasonably withheld or delayed, and, provided, further that such
            consent to assignment of this Contract shall not be required with
            respect to any assignment by the Corporation to any Lender in
            connection with any financing or refinancing of the Project.


                                      -58-
<PAGE>

      28.2. Late Interest. Any amounts due by either party under the Contract
            Documents and not paid by a party when due shall bear interest at
            the lesser of the rate of 10% per annum or the maximum legal rate
            commencing on the first day after such payment is due and continuing
            until paid to the party to whom it is due.

      28.3. Governing Law. This Contract shall be governed by, interpreted
            under, and construed and enforced in accordance with the laws of the
            State of Texas applicable to agreements made and to be performed
            wholly within the State of Texas.

      28.4. Arbitration. Any controversy, claim or dispute between the parties
            hereto arising out of or related to this Contract or the breach
            hereof, which cannot be settled amicably by the parties, shall be
            submitted for arbitration before a single arbitrator in accordance
            with the provisions contained herein and in accordance with the
            Construction Industry Arbitration Rules of the American Arbitration
            Association in effect at the time of the arbitration ("Rules");
            provided, however, that notwithstanding any provisions of such
            Rules, the parties shall have the right to take depositions (up to
            three (3) per party and which depositions shall conclude within
            sixty (60) days following appointment of the arbitrator) and obtain
            limited discovery regarding the subject matter of the arbitration.
            Each party shall be required to exchange documents to be used in and
            the names of witnesses that will appear in the arbitration
            proceeding not less than twenty (20) days prior to the arbitration.
            Judgment upon the award rendered by the arbitrator may be entered in
            any court having jurisdiction. The arbitrator shall determine all
            questions of fact and law relating to any controversy, claim or
            dispute hereunder. All arbitration will take place in the City and
            County of Dallas, Texas.

            Any party desiring arbitration shall serve on the other party and
            the Dallas Office of the American Arbitration Association, in
            accordance with the aforesaid Rules, its Notice of Intent to
            Arbitrate ("Notice"). If the parties cannot agree upon an arbitrator
            within ten (10) days of the filing of the Notice, then the
            arbitrator shall be selected in accordance with the Rules. 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.

            The Notice shall be filed in writing with the other party to this
            Contract and with the Dallas Office of the American Arbitration
            Association. The demand for arbitration shall be made within a
            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.

      28.5. Jurisdiction and Venue. To the fullest extent permitted by
            Applicable Law, each party stipulates that the Dallas Office of the
            American Arbitration Association, State and Federal District courts
            located in Dallas, Texas, shall have in personam jurisdiction and
            venue over each of them for purposes of arbitrating any dispute,


                                      -59-
<PAGE>

            controversy or proceeding arising out of or related to this
            Contract, and if any appeal is taken from the arbitration
            proceeding, the appeal shall be heard in the State or Federal
            District Court located in Dallas. Each party hereby authorizes and
            accepts service of process sufficient for personal jurisdiction in
            any action against it as contemplated by this paragraph by
            registered or certified mail, return receipt requested, postage
            prepaid, to its address for the giving of notices as set forth in
            Section 26 of this Contract.

      28.6. Attorneys' Fees. In any arbitration or litigation to enforce the
            provisions of this Contract, the prevailing party in such action
            shall be entitled to the recovery of its reasonable attorneys' fees
            and expenses, fees of the arbitrator, costs and expenses such as
            expert witness fees, as fixed by the arbitrator or court without
            necessity of noticed motion.

      28.7. Amendments. This Contract may be modified or amended only by an
            instrument in writing signed by all of the parties hereto.

      28.8. Severability. If for any reason a court of competent jurisdiction
            finds any phrase, sentence, clause, section or provision of this
            Contract to be unenforceable, that provision will be enforced to the
            maximum extent permissible, and the remainder of this Contract will
            continue in full force and effect.

      28.9. Entire Agreement. The terms and conditions set forth herein,
            together with those set forth on all exhibits attached hereto,
            constitute the complete statement of the agreement between
            Vestas-American and the Corporation relating to the sale and
            installation of the Facility. No prior statement, correspondence or
            writing shall modify or affect the terms and conditions hereof.
            Prior representations, promises, warranties or statements by any
            agent or employee of Vestas-American that differ in any way from the
            terms and conditions hereof shall be given no effect.

     28.10. Further Assurances. Each of the parties hereto agrees to execute
            such documents and take such action as the other party shall
            determine to be reasonably necessary or desirable to effectuate
            fully the provisions of this Contract. The Contractor also agrees to
            take such action reasonably requested by the Lender as a condition
            to providing Construction Financing, provided such action does not
            cause Vestas-American to incur any expense not already contemplated
            by this Contract.

     28.11. Waiver. No waiver of any provisions of this Contract will be valid
            unless signed by a duly authorized representative of a party, and
            waiver of any one provision will not constitute a waiver of any
            other provision. No waiver of any breach or default under this
            Contract will constitute a waiver of any other or subsequent breach
            or default under this Contract. No delay or omission on the part of
            a party in the exercise of any right or remedy, whether before or
            after any breach or default, will operate as a waiver of such right
            or remedy or impair such party's right to fully and strictly enforce
            any such right or remedy.


                                      -60-
<PAGE>

     28.12. Headings. Headings and captions are for the convenience of the
            parties only, and will not affect the definition, construction, or
            interpretation of this Contract.

     28.13. Drafting Ambiguities . Each party to this Contract and its counsel
            have reviewed and revised this Contract. The rule of construction
            that any ambiguities are to be resolved against the drafting parties
            shall not be employed in the interpretation of this Contract, or any
            amendments or exhibits to this Contract.
            
     28.14. Modifications Required by Lender. Vestas-American shall make such
            modifications to the Contract Documents as may reasonably be
            required by the Lender as a condition to providing Construction
            Financing, provided, however, that any such modifications do not
            adversely alter the rights or increase the duties or obligations of
            Vestas-American under the Contract Documents or cause
            Vestas-American to incur additional expense in the performance of
            its obligations under the Contract Documents.
            
     28.15. Expenses. Each of the parties hereto shall pay its own fees and
            expenses (including the fees of any attorneys, accountants,
            appraisers or others engaged by such party) in connection with
            preparation of the Contract Documents and the transactions
            contemplated hereby whether or not the transactions contemplated
            hereby are consummated.
            
     28.16. No Third Party Beneficiaries. The parties do not intend to confer
            any benefit hereunder on any person, firm or corporation other than
            the parties hereto.
            
     28.17. Independent Contractor. Contractor is an independent contractor and
            nothing contained herein shall be construed as constituting any
            relationship with the Corporation other than that of independent
            contractor, nor shall it be construed as creating any relationship
            whatsoever between the Corporation and Contractor's employees.
            Neither Contractor, nor any of its employees, is or shall be deemed
            to be an employee of the Corporation.
            
     28.18. Counterparts and Telefax Execution. This Contract may be executed by
            the parties in one or more counterparts or duplicate originals, all
            of which taken together shall constitute one and the same
            instrument. The facsimile signatures of the parties shall be deemed
            to constitute original signatures, and facsimile copies hereof shall
            be deemed to constitute duplicate originals.
            
     28.19. ParentGuaranty. To secure Contractor's obligations under this
            Contract and in consideration of the benefits to be derived by
            Contractor hereunder, Contractor shall deliver to the Corporation,
            concurrently with the execution hereof, a Parent Guaranty, duly
            executed by the Guarantor in the form attached as Exhibit "L"
            hereto.
           

                                      -61-
<PAGE>

      IN WITNESS WHEREOF, Vestas-American and the Corporation have caused this
Contract to be executed by their duly authorized representatives as of the date
first above written.

      "Corporation"                             "Vestas-American"

      YORK RESEARCH CORPORATION,                VESTAS-AMERICAN WIND
      a Delaware corporation                    TECHNOLOGY, INC.,
                                                a California corporation

       By:                                      By:
          --------------------------               --------------------------
          Name:                                    Name:
          Title:                                   Title:


                                      -62-
<PAGE>

                                    EXHIBIT A

                                  Detailed Plan

            Detailed description and specifications for Wind Turbine


                                      -1-
<PAGE>

                                    EXHIBIT B

                              Facility Description

V47 Portion

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
   Quantity     Description
<S>            <C>
--------------------------------------------------------------------------------
      42        Vestas V47-660 kW Wind Turbine Generators (V47 WTG's)
--------------------------------------------------------------------------------
      42        Vestas V47-660 kW rotor blade sets
--------------------------------------------------------------------------------
      42        Top and ground control panels including interconnecting cables.
                Ground control panels to be equipped with necessary hardware and
                software necessary for interconnection with Second Wind
                monitoring system.
--------------------------------------------------------------------------------
      42        65 meter hub-height tubular towers with ladders, lighting and
                safety equipment
--------------------------------------------------------------------------------
      42        Power cables and mounting supports for FAA lights to be supplied
                and installed by the Corporation
--------------------------------------------------------------------------------
       1        Customs Duty on equipment imported from Denmark
--------------------------------------------------------------------------------
       1        Delivery (including shipping insurance) of V47 WTG's, control
                panels and Towers to Project Site
--------------------------------------------------------------------------------
       1        Installation of V47 WTG's, control panels and Towers to Project
                Site
--------------------------------------------------------------------------------
       1        Start-up of V47 WTG's according to Vestas manuals
--------------------------------------------------------------------------------
       1        Commissioning and  Acceptance  Testing of WTG's,  control panels
                and Towers according  to Vestas manuals and the Test and
                Inspection Procedures
--------------------------------------------------------------------------------
       6        sets of standard V47 WTG Operations manuals and Service and
                Maintenance manuals, including Vestas standard automatic
                updating system for service and maintenance manuals during
                warranty period.

       3        V47 Foundation Template Rings

       3 Sets   As-Built Drawings
--------------------------------------------------------------------------------

</TABLE>

                                      -1-
<PAGE>

                         Facility Description, Cont'd.

V66 Portion

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
   Quantity     Description
<S>           <C>
--------------------------------------------------------------------------------
       4        Vestas V66-1650 kW Wind Turbine Generators (V66 WTG's)
--------------------------------------------------------------------------------
       4        Vestas V66-1650 kW rotor blade sets
--------------------------------------------------------------------------------
       4        Top and ground control panels including interconnecting cables.
                Ground control panels to be equipped with necessary hardware and
                software necessary for interconnection with Second Wind
                monitoring system.
--------------------------------------------------------------------------------
       4        Power cables and mounting supports for FAA lights to be supplied
                and installed by the Corporation
--------------------------------------------------------------------------------
       3        80 meter hub-height tubular towers with ladders, lighting and
                safety equipment
--------------------------------------------------------------------------------
       1        80 meter hub-height tubular towers with elevator, lighting and
                safety equipment
--------------------------------------------------------------------------------
       1        Customs Duty on equipment imported from Denmark
--------------------------------------------------------------------------------
       1        Delivery (including shipping insurance) of V66 WTG's, control
                panels and Towers to Project Site
--------------------------------------------------------------------------------
       1        Installation of V66 WTG's, control panels and Towers to Project
                Site
--------------------------------------------------------------------------------
       1        Start-up of V66 WTG's according to Vestas manuals
--------------------------------------------------------------------------------
       1        Commissioning and Acceptance Testing of WTG's, control panels
                and Towers according to Vestas manuals and the Test and
                Inspection Procedures
--------------------------------------------------------------------------------
       6        sets of standard V66 WTG Operations manuals and Service and
                Maintenance manuals, including Vestas standard automatic
                updating system for service and maintenance manuals during
                warranty period.

       1        V66 Foundation Template Ring

    3 Sets      As-Built Drawings
--------------------------------------------------------------------------------

</TABLE>

                                      -2-
<PAGE>

                                    EXHIBIT C

                          Final Acceptance Certificate

                            York Research Corporation
                                 280 Park Avenue
                                 Suite 2700 West
                               New York, NY 10017

Vestas-American Wind Technology, Inc.
19020 North Indian Avenue, Suite 4-C
North Palm Springs, CA 92258

Subject: Final Acceptance Certificate

Reference is made to that certain Wind Turbine Equipment Sales and Installation
Contract dated ________, 1998 by and between Vestas-American Wind Technology,
Inc. ("Contractor") and York Research Corporation ("Corporation") (the "WTG
Installation Contract").

Pursuant to Section 13.2 of the WTG Installation Contract, by this certificate,
the Corporation certifies that:

1.    Final lien waivers and releases from Contractor have been delivered by
      Contractor to Corporation;

2.    Contractor's obligations under the WTG Installation Contract have been
      completed;

3.    All test results, manuals and other documents required by the Contract
      Documents have been received by the Corporation;

4.    All Contractor's and Subcontractor's and Supplier's personnel, supplies,
      equipment, waste materials, rubbish and temporary facilities have been
      removed from the Job Site and Project Site;

5.    A Certification by Contractor identifying all outstanding claims of
      Contractor under this Contract with documentation sufficient to support
      such claims, has been delivered by Contractor to Corporation;


                                      -1-
<PAGE>

6.    Contractor has assigned or provided Corporation with all warranties or
      guarantees which Contractor received from Subcontractors to the extent
      Contractor is obligated to do so pursuant to Section 6.25 of the WTG
      Installation Contract;

7.    All training required under the Contract Documents has been provided and
      Corporation has received all documentation related thereto;

8.    The Invoice for final payment due Contractor has been delivered by
      Contractor to Corporation;

9.    All consumables required under the Contract Documents have been delivered
      to the Project Site; and

10.   All items on the Punchlist(s) have been completed.

11.   Contractor has delivered to Corporation a certificate in compliance with
      Section 13.1(j) of the Contract.

YORK RESEARCH CORPORATION


By:
   --------------------------
Title:
Date:


                                      -2-
<PAGE>

                                   EXHIBIT D

                           General Design and Plans

1.    Site Map

Preliminary site plan re-issued December 23, 1997 showing the location of the
wind turbines, access roads, power lines (24.9 kV), substation and the operation
& maintenance yard.

The phases of the Work are as follows:

<TABLE>
<CAPTION>

       ---------------------------------------------------------------------
                                               Turbine        Number of
       Phase    Section      Turbine Type      Numbers        Turbines
<S>            <C>          <C>               <C>            <C>
       ---------------------------------------------------------------------
       1        36           V47               27 and 28      2
       ---------------------------------------------------------------------
                37           V47               29-42          14
       ---------------------------------------------------------------------
                                                 Total        16
       ---------------------------------------------------------------------
       2        15           V47               1-13           13
       ---------------------------------------------------------------------
                29           V47               14-26          13
       ---------------------------------------------------------------------
                                                 Total        26
       ---------------------------------------------------------------------
       3        23           V66               A-D            4
       ---------------------------------------------------------------------
                                                 Total        4
       ---------------------------------------------------------------------

</TABLE>

2.    Electrical Interconnect

Proposed Simplified 1-Line Diagram; Drawing Number E-1, Revision 2, dated
October 8, 1997, as same may be amended.


                                      -1-
<PAGE>

                                   EXHIBIT E

                               Payment Schedule

      Down Payment:   5% of Total Facility Price as Initial Down Payment 
                      10% of Total Facility Price as Subsequent Down Payment 
                      (less credit for Deposit previously paid)

      Interim Payments:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
Payment Event                V47 Facility                 V66 Facility
<S>                       <C>                          <C>
--------------------------------------------------------------------------------
First V47 Shipment    15% of V47 Facility Price   0% of V66 Facility Price
--------------------------------------------------------------------------------
Last V47 Shipment     15% of V47 Facility Price   0% of V66 Facility Price
--------------------------------------------------------------------------------
Last V66 Shipment     0% of V47 Facility Price    30% of V66 Facility Price
--------------------------------------------------------------------------------
All V47 WTGs on Site  15% of V47 Facility Price   0% of V66 Facility Price
--------------------------------------------------------------------------------
All V66 WTGs on Site  0% of the V47 Facility      20% of the V66 Facility Price
                      Price                 
--------------------------------------------------------------------------------
Phase 1 Preliminary   15% of V47 Facility Price   0% of V66 Facility Price
Acceptance            
--------------------------------------------------------------------------------
Phase 2 Preliminary   15% of V47 Facility Price   0% of V66 Facility Price
Acceptance            
--------------------------------------------------------------------------------
Phase 3 Preliminary   0% of V47 Facility Price    25% of V66 Facility Price
Acceptance            
--------------------------------------------------------------------------------
Final Acceptance      10% of V47 Facility Price   10% of V66 Facility Price
--------------------------------------------------------------------------------

</TABLE>

                                      -2-
<PAGE>

                                  EXHIBIT F

                      Preliminary Acceptance Certificate

                          York Research Corporation
                               280 Park Avenue
                               Suite 2700 West
                              New York, NY 10017

Vestas-American Wind Technology, Inc.
19020 North Indian Avenue, Suite 4-C
North Palm Springs, CA 92258

Subject: Preliminary Acceptance Certificate; Phase _____ (the "Phase")

Reference is made to that certain Wind Turbine Equipment Sales and Installation
Contract dated ________, 1998 by and between Vestas-American Wind Technology,
Inc. ("Contractor") and York Research Corporation ("Corporation") (the "WTG
Installation Contract").

Pursuant to Section 12.3 of the WTG Installation Contract, by this certificate,
the Corporation certifies that:

1.    All WTGs and all Work related to Phase ____ of the Facility have been
      installed and perform in accordance with the Contract Documents;

2.    The results of the start-up of all the WTGs in such Phase have met the
      requirements set forth in the Test and Inspection procedures as set forth
      in Exhibit "I" of the WTG Installation Contract;

3.    The Corporation has received copies of the Substantial Completion test
      reports relating to the above-referenced Phase of the Facility;

4.    All components of the Facility are mechanically, electrically and
      structurally sound, operate as a single unit capable of generating
      electrical energy for delivery to the WTG ground controller main breaker;
      and

5.    Contractor has prepared and submitted to the Corporation's satisfaction
      the final Punch list for the Phase pursuant to the WTG Installation
      Contract.

YORK RESEARCH CORPORATION


By:
   ----------------------------
Title:
Date:


                                      -1-
<PAGE>

                                    EXHIBIT G

                            Project Site Description

Block 31,  Township 1 South, T&P Railroad Co. Survey, Howard County, Texas:

<TABLE>
<CAPTION>

Section No.     Portion                   Restrictions
-----------     -------                   ------------
<S>            <C>                       <C>

18              Per site map              Easement for access roads only
19              Per site map              Easement for access roads only

</TABLE>

Block 32,  Township 1 South, T&P Railroad Co. Survey, Howard County, Texas:

<TABLE>
<CAPTION>

Section No.     Portion                   Restrictions
<S>            <C>                       <C>
-----------     -------                   ------------

14          Per site map                  Easement  for access roads and power
                                          lines only
15          All
23          N 1/2 of NW 1/4
            3 ac. in E 1/2 of SE 1/4      O&M facility site
            2 ac. in E 1/2 of SE 1/4      Substation site
            Per site map                  Easement  for access roads and power
                                          lines
24          Per site map                  Easement for access roads only
26          Per site map                  Easement  for access roads and power
                                          lines only
27          S 1/2
28          S 1/2
29          All
32          N 1/2
33          All except NE 1/4
34          N 1/2
35          All
36          S 1/2
37          All

</TABLE>

                                      -1-
<PAGE>

                                   EXHIBIT H

                               Project Timeline


                                      -1-
<PAGE>

                                   EXHIBIT I

                        Test and Inspection Procedures

1. Start-up.

      Initial start-up of the WTGs will be conducted in accordance with the
Vestas Standard Start-up Procedure No. 942258.R3, included in this Exhibit I.

2. Utility Test Performance.

      Power Factor Test.

      Vestas-American shall perform and prove that the Facility, including
Phases which have previously achieved substantial compliance, is able to operate
continuously under normal operating conditions with all available WTGs in
service and achieve a total power factor in a power factor range between .95
lagging and unity measured at the ground controllers for each WTG and calculated
based upon the average power factor achieved by all available WTGs.

      Procedure.

      Vestas-American will perform a power factor test on the Facility to verify
the ability to operate at a power factor within a power factor range of .95
lagging to unity for one (1) hour. The test will be performed under normal
operating conditions with all available WTGs in service. The written power
factor test report will include data sheets and results every 10 minutes listing
the Facility power factor, Facility total generation, Facility voltage, and the
number of WTGs in service.

3. 24 Hour Test.

      Demonstrate 100% availability for each WTG in each Phase for a period of
twenty-four (24) consecutive hours, provided that such demonstration need not be
simultaneous for all WTGs in a Phase. In addition to being 100% available, each
WTG must generate electricity for at least six (6) hours during its twenty-four
(24) hour test period.

4. Wind Turbine Inspection Record Scheme.

      The WTGs will be installed and tested according to Vestas Standard
Inspection Record Scheme No. 942278, as amended from time to time, included in
this Exhibit I.

5. Wind Turbine Standard Commissioning Certificate.

      Upon commissioning, the Vestas Standard Commissioning Certificate, a form
of which is included in this Exhibit I, shall be duly filled out and signed by
both the Corporation and Vestas-American


                                      -1-
<PAGE>

6. Availability Test

      Demonstrate that all WTGs in the Phase simultaneously operate at greater
than a ninety percent (90%) aggregate availability for forty-eight (48) hours.

Start-up Procedures handbook.

Inspection Record Scheme.

Standard __________________ Certificate.


                                      -2-
<PAGE>

                                   EXHIBIT J

                  Tower Foundation Designs and Specifications

                               [TO BE PROVIDED]


                                      -1-
<PAGE>

                                   EXHIBIT K

                          Access and Use Requirements

      Minimum road dimensions and turning radius for access roads during
construction for the V66 and V47.

      Map to the staging area.


                                      -1-
<PAGE>

                                   EXHIBIT L

                                Parent Guaranty


                                      -1-
<PAGE>

                                   EXHIBIT M

                  First Amendment to Wind Turbine Equipment
                        Sales and Installation Contract

      This First Amendment to Wind Turbine Equipment Sales and Installation
Contract (the "Amendment"), is made and entered into as of ___________, 1998 by
and between York Research Corporation, a Delaware Corporation (the
"Corporation"), and Vestas-American Wind Technology, Inc., a California
corporation (the "Contractor").

      A. Whereas, Corporation and Contractor entered into that certain Wind
Turbine Equipment Sales and Installation Contract, dated as of __________, 1998
(the "Sales Agreement").

      B. Whereas, Corporation desires that Contractor construct the Tower
Foundations for the Project; and

      C. Whereas, Contractor is willing to construct the Tower Foundations
provided that the Sales Agreement is amended as provided herein.

      NOW, THEREFORE, in consideration of the premises, the mutual promises and
covenants set forth herein, and for other good and valuable consideration,
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

      Section 1. Definitions. Except as otherwise provided in this Amendment,
capitalized terms used herein shall have the meanings set forth in the Sales
Agreement.

      Section 2. Amendments.

      (a) Section 1.27 of the Sales Agreement is hereby amended (i) to insert
the phrase "and forty-six (46) Tower Foundations," in the second line of the
first sentence, immediately preceding the phrase "as more particularly described
herein," and (ii) to delete the phrase "Tower Foundations" from subsection (a).

      (b) Section 1.86 of the Sales Agreement is hereby amended to insert the
phrase "construction and" in the fourth line of the first sentence, immediately
preceding the word "erection."

      (c) Section 3.2 of the Sales Agreement is hereby amended to delete the
phrase "including but not limited to excavation for and construction of the
Tower Foundations in accordance with the Tower Foundation Designs and
Specifications, and" and to replace it with the phrase "other than construction
of the Tower Foundations, including but not limited to". In addition, the last
sentence of Section 3.2 is hereby deleted.


                                      -1-
<PAGE>

      (d) The Sales Agreement is hereby amended to add a new Section 5.6 as
follows:

      "5.6. Tower Foundations. Install the Tower Foundations in accordance with
            the Contractor's Tower Foundation Designs and Specifications. The
            Tower Foundations shall include conduits for Communication System
            cables and power cables. Contractor shall be responsible to regrade
            the WTG pads after installation of the Tower Foundations and dispose
            of excess material excavated during the installation of the Tower
            Foundations, provided, however, that the disposal of any excess
            materials so excavated that are contaminated with hazardous
            materials, the presence of which are not the result of Contractor's
            actions or omissions, shall be the sole responsibility of
            Corporation, and Corporation will complete such disposal promptly
            and without delay to the Work."

      (e)   The Sales Agreement is hereby amended to add a new Section 7.15 as
            follows:

     "7.15. Removal of Contaminated Soil. Remove and dispose of any soil and
            excess material contaminated with hazardous materials excavated
            during installation of the Tower Foundations."

      (f) The Sales Agreement is hereby amended to add a new Section 8.3 as
follows:

      "8.3. Subsurface Conditions. Corporation shall be solely responsible for
religious artifacts, biological matter, archeological items, and identifying the
location and condition of underground pipelines, tanks and conduits not shown on
the Project Site Map referenced in Section 7.3 of this Contract. In the event
any unidentified subsurface conditions result in delay or additional cost to
Contractor, Contractor shall be entitled to an increase in the Facility Price
and/or extension of the Scheduled Substantial Completion Date in accordance with
Section 9.1 of this Contract. In the event Contractor encounters any of the
above enumerated conditions when excavating, Contractor will promptly notify
Corporation of same. Contractor will use reasonable care and methods in
excavating for the Tower Foundations, including reasonable efforts, prior to
excavation, to notify operators of subsurface utilities of the proposed
excavation. Corporation shall assist and fully cooperate with Contractor in the
identification of said operators, and the appropriate contact person(s)
therefore. Contractor will be solely responsible for avoiding all items
accurately depicted on the Project Site Map.

      (g) The Sales Agreement is hereby amended to insert a new Section 10.5 as
follows:

     "10.5. Tower Foundations Price. The Facility Price is hereby increased by
            the amount of the Tower Foundations Price. The "Tower Foundations
            Price" payable by the Corporation to Vestas-American for the Tower
            Foundations shall be made in Dollars and shall be an agreed upon
            lump sum equal to the projected cost for labor, direct overhead,
            materials, supplies, equipment and other services necessary for
            performance of the Work with respect to construction of the Tower
            Foundations, plus 


                                      -2-
<PAGE>

            a fee in the amount of five percent (5%) of the agreed upon lump
            sum. The Corporation will pay the Tower Foundations Price in the
            manner set forth below and such price will be broken down as
            provided under Section 10.3 of this Contract.

    10.5.1. Tower Foundation Down Payment. Prior to the commencement of any
            work on the Tower Foundations, Corporation shall pay Contractor an
            amount in Dollars equal to fifteen percent (15%) of the Tower
            Foundations Price as a down payment.

    10.5.2. Tower Foundation First Phase Installment. Within five (5) days of
            the receipt of an invoice from Contractor, and a certificate from a
            qualified third party confirming that all the Tower Foundations for
            the first Phase of the Facility have been completed, cured and are
            ready for Tower installation, Corporation shall pay Contractor an
            amount in Dollars equal to thirty percent (30%) of the Tower
            Foundations Price.

    10.5.3. Tower Foundation Second Phase Installments. Within five (5) days
            of receipt of an invoice from Contractor, and a certificate from a
            qualified third party confirming that the Tower Foundations for
            thirteen (13) of the twenty-six (26) Tower Foundations for the
            second Phase of the Facility have been completed, cured and are
            ready for Tower installation, Corporation shall pay Contractor an
            amount in Dollars equal to twenty-three percent (23%) of the Tower
            Foundations Price. Within five (5) days of receipt of an invoice
            from Contractor, and a certificate from a qualified third party
            confirming that the remainder of the twenty-six (26) Tower
            Foundations for the second Phase of the Facility have been
            completed, cured and are ready for Tower installation, Corporation
            shall pay Contractor an amount in Dollars equal to twenty-three
            percent (23%) of the Tower Foundation Price.

    10.5.4. Tower Foundation Third Phase Installments. Within five (5) days of
            receipt of an invoice from Contractor, and a certificate from a
            qualified third party confirming that all the Tower Foundations for
            the third Phase of the Facility have been completed, cured and are
            ready for Tower installation, Corporation shall pay Contractor an
            amount in Dollars equal to nine percent (9%) of the Tower
            Foundations Price.

      Section 3. Ratification. All other terms and conditions of the Sales
Agreement not amended by this Amendment are otherwise ratified and confirmed and
the Sales Agreement remains in full force and effect

      Section 4. Miscellaneous.

      (a) Governing Law. This Amendment shall be governed by, interpreted under,
and construed and enforced in accordance with the laws of the State of Texas
applicable to agreements made and to be performed wholly within the State of
Texas.


                                      -3-
<PAGE>

      (b) Counterparts and Telefax Execution. This Amendment may be executed by
the parties in one or more counterparts or duplicate originals, all of which
taken together shall constitute one and the same instrument. The facsimile
signatures of the parties shall be deemed to constitute original signatures, and
facsimile copies hereof shall be deemed to constitute duplicate originals.

      (c) Severability. If for any reason a court of competent jurisdiction
finds any phrase, sentence, clause, section or provision of this Amendment to be
unenforceable, that provision will be enforced to the maximum extent
permissible, and the remainder of this Contract will continue in full force and
effect.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Sales Agreement to be duly executed as of the day and year first above written.

      "Corporation"                       "Vestas-American"

      YORK RESEARCH CORPORATION,          VESTAS-AMERICAN WIND
      a Delaware corporation              TECHNOLOGY, INC.,
                                          a California corporation


       By:                                 By:
          -----------------------             -------------------------
          Name:                               Name:
          Title:                              Title:


                                      -4-
<PAGE>

                                   EXHIBIT N

                               STANDARD WARRANTY

1. Standard Warranty. Vestas-American warrants that the WTGs shall be free from
defects in material (the "Parts Warranty") for a period of one (1) year
commencing upon expiration of the Installation Warranty provided under the terms
of the Contract (the "Parts Warranty Period"). The Parts Warranty and Power
Curve Warranty set forth in Section 7 in this Standard Warranty are hereafter
referred to as the Warranty ("Warranty").

2. Remedy. If there is a breach of the Parts Warranty, Vestas-American shall
supply replacements for the non-conforming part(s), at its cost and expense,
excluding transportation and travel expenses. Defective parts which have been
replaced shall be the property of Vestas-American. The Warranty Period on all
replacement parts or components shall be the greater of one (1) year from the
date of expiration of the Installation Warranty or one (1) year from the date of
replacement. The Parts Warranty covers parts and components, and does not
include labor.

3. Limitation of Remedy. Corporation shall provide Vestas-American with written
notice of any claim under the Warranty on or before expiration of the applicable
Warranty Period, and any claim for a non-conforming part must be accompanied by
a fully completed Vestas-American Service Report. Vestas-American will provide
blank Service Reports to Corporation for use as needed. The Warranty is limited
to defects which appear and of which Corporation notifies Vestas-American in
writing within the applicable Warranty Period. EXCEPT AS EXPRESSLY STATED IN
THIS STANDARD WARRANTY, THERE ARE NO OTHER WARRANTIES, AGREEMENTS OR
UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT TO THE WTGS AND EQUIPMENT OR ANY
SERVICES PROVIDED BY VESTAS-AMERICAN UNDER THIS AGREEMENT. THE WARRANTIES SET
FORTH IN THIS STANDARD WARRANTY ARE EXCLUSIVE AND IN LIEU OF ALL WARRANTIES,
EXPRESSED OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION OR
PERFORMANCE OF THE WTGS AND EQUIPMENT OR UNDER THE TEXAS DECEPTIVE TRADE
PRACTICES ACT), ALL OF SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED BY
VESTAS-AMERICAN. Without limiting the generality of the foregoing,
Vestas-American makes no warranty as to the availability or level of wind at the
Project Site.

4. Specific Exclusions. Notwithstanding anything to the contrary contained
herein, Vestas-American is not and shall not be liable for, and the Warranty
specifically excludes, any loss or damage caused by or arising out of:

      a)    material, noncosmetic alterations or repairs not carried out by
            Vestas-American, its Subcontractors or Suppliers, or persons
            authorized in writing by Vestas-American;


                                      -1-
<PAGE>

      b)    after the Effective Date of the Contract, the use of materials,
            equipment, layouts or designs, supplied or stipulated, or any
            services provided by, any party other than Vestas-American, its
            Subcontractors or Suppliers in connection with the WTGs, unless
            approved in writing by Vestas-American;

      c)    damage to the WTGs by Corporation or third parties, including,
            without limitation, vandalism or malicious mischief, theft or
            attempted theft;

      d)    any loss caused by a defective part except as set forth in Section
            7.2 below, including loss of production, loss of profit and other
            consequential or incidental loss;

      e)    operation  of the WTGs in a manner  other than that  specified  in
            Vestas-American's  instructions and operation manual referenced in
            Section 6.2 of the Contract;

      f)    any delay in  remedying a breach of this  Warranty due to an event
            of Force Majeure.

In the event the WTGs are altered, modified or repaired in any manner whatsoever
without the prior written consent of Vestas-American, the Warranty shall
automatically terminate and be of no further force or effect.

5. Conditions. The Warranty and Vestas-American's obligations under this
Warranty are expressly conditioned on all routine and non-routine service and
maintenance (as per Vestas-American's standard service schedule) of the WTGs
being performed either by Vestas-American or by a service company approved in
writing by Vestas-American during the applicable Warranty Period.

6. Access. During the applicable Warranty Period, Corporation shall provide
Vestas-American with access to the Project Site sufficient to perform its
obligations under this Warranty and for any other relevant inspection of the
WTGs. Such access shall be in accordance with the access and use requirements
set forth in Section 7.2 of the Contract and on Exhibit "K" to the Contract.

7. Warranty of Performance.

      7.1. Power Curve Warranty. Vestas-American warrants, that for a period of
two (2) years from Substantial Completion of the third phase of the Facility
(the "Power Curve Warranty Period"), the measured power output for the WTGs
("MPO") shall not be less than the figures for warranted power output as set
forth in Schedule 1 ("WPO") if measured in accordance with the requirements in
Subsection 7.1.1. hereof ("Power Curve Warranty").

            7.1.1. Measurement of Power Curve. If the Corporation decides to
measure the power output of the WTGs, such measurement shall be performed during
the Power Curve Warranty Period, by a mutually agreed upon independent company,
to be used for all measurements contemplated under this Warranty, on behalf of
the Corporation, and for Corporation's account and at its sole cost and expense
(unless the measurement determines that MPO is below ninety-five percent (95%)
of WPO, in which case Contractor will reimburse Corporation for the cost of such


                                      -2-
<PAGE>

measurement), and shall take place according to the standards and procedures set
forth in the ECN 217 Standard attached hereto as Schedule 2, as updated from
time to time ("Measurement").

If the measurement determines that MPO is at least ninety-five percent (95%) of
WPO, then the WPO has been proven and Vestas-American has no further obligation
or liability under the Power Curve Warranty for that testing period. The first
testing period shall commence on the date of preliminary acceptance of the third
Phase and end on the date of the initial Measurement. Any subsequent testing
periods shall commence on the date of the most recent previous Measurement and
end on the date of the then current Measurement. The MPO shall be deemed to be
equal to or greater than ninety-five percent (95%) of the WPO if the Power Curve
result in Section 7.2.2 is less than or equal to zero.

If the measurement determines that MPO is below ninety-five percent (95%) of
WPO, Vestas-American shall be allowed a ninety (90) day modification and
re-measuring period (the "Re-measurement") after the date of receipt by
Vestas-American of a notice from the Corporation to such extent . If at any time
prior to expiration of this ninety (90) day period, Vestas-American has taken
corrective action and the MPO is re-measured to be at least ninety-five percent
(95%) of the WPO, then the WPO has been proven or shall be deemed proven, and
Vestas-American has no further liability or obligation under this Power Curve
Warranty. Such Re-measurement shall be performed by the above described mutually
agreed upon independent company and any cost or expense related to
Re-measurement shall be for the account of Vestas-American.

            7.1.2. Liability in Respect of Power Curve Warranty Following
Measurement. If, after the Measurement as set forth in Subsection 7.1.1., the
MPO is determined to be less than ninety-five percent (95%) of the WPO as
calculated under Section 7.2.2, Vestas-American shall, be liable to compensate
the Corporation in accordance with the provisions of Section 7.2.2, until such
time as Vestas-American has proven the MPO to be no less than ninety-five
percent (95%) or until Re-measurement, whichever is earlier.

            7.1.3. Liability in Respect of Power Curve Warranty Following
Re-measurement. If, after the Measurement and Re-measurement set forth in
Subsection 7.1.1., the MPO is determined to be less than ninety-five percent
(95%) of the WPO as calculated under Section 7.2.2, Vestas-American shall
following an opportunity to cure pursuant to Section 7.3, be liable to pay the
Corporation liquidated damages in the amount of Six Hundred Three Thousand Eight
Hundred Dollars ($603,800) for each percentage point the MPO is determined to
fall below the WPO (using the results of the most recent measurement), to
include a proportionate fraction of such amount for any fraction of a percentage
point. The amount of liquidated damages payable under this Section 7.1.3 shall
be reduced by the amount of actual damages paid to Corporation under Section
7.1.2.

      7.2. Compensation in Respect of Liability of Warranty Performance. The
Compensation, if any, to be paid by Vestas-American in consequence of a failure
to meet the Power Curve Warranty as described in Section 7.1.2 shall be
calculated as of the end of each testing period using the following formula:


                                      -3-
<PAGE>

            7.2.1.  Definitions.

NWD = Nominal Wind Distribution (as set forth in Schedule 3) 
WPO = Warranted Power Output 
MPO = Measured Power Output 
PE = A percentage expressing the electrical loss from the WTG to Interconnect
Substation (to be calculated as actual electricity sold divided by electricity
generated).
EP = Power Purchase Agreement price for electricity per kWh during the period in
question
PTC = Production Tax Credit (equal to 1.7(cents) per kWh for the first year of
the Power Curve Warranty and 1.75(cents) per kWh for the second year)

            7.2.2. Subsection 7.1. Warranty: Power Curve.

(1)    Nominal Yearly Energy      WPO*95%*NWD*WTG number         = kWh       
       Production:                                                      
                                                                        
(2)    Measured  Yearly           Energy MPO*NWD*WTG number      = kWh       
       Production                                                            

(3)    Power Curve result         (1) - (2)                      = kWh      
                                                                           
            7.2.3.  Gross Compensation Calculation.                        
                                                                           
(4)    Relevant Deviation ("RD")  (3) * PE                       = kWh      
                                                                             
(5)    Gross Compensation ("GC")  RD * (EP +PTC)                 = currency 

            7.2.4. Payable Compensation.

Vestas-American shall pay the Compensation within thirty (30) days after the
receipt by Vestas American of the relevant invoice and complete supporting
documentation, including but not limited to statements sent by the Utility
evidencing electricity sold, and documentation supporting the above
calculations.

Except as set forth in this Section 7, Vestas-American shall in no event
compensate for any loss caused by the defect including loss of production, loss
of profits and other consequential or incidental loss.

      7.3 Opportunity to Cure Failure to Meet Measured Power Output.

If following completion of the Measurement and Re-measurement of power output
under Section 7.1.l the MPO is less than 95% of the WPO, Vestas-American may
request Corporation to approve the addition of one (1) or more additional WTG(s)
to the Facility in order to seek to increase the MPO; provided, that such
request is made not later than ten (10) Business Days following receipt of
notice of the results of the Re-measurement pursuant to Section 7.1.1. 


                                      -4-
<PAGE>

Within ten (10) Business Days of receipt of such request, Corporation will
approve or disapprove the addition of one (1) or more additional WTG(s). If
approved by Corporation, Vestas-American shall have the right, at its sole
expense, to take such actions as are necessary to install additional WTG(s) at
the Project Site in order to seek to increase the MPO above ninety-five percent
(95%).


                                      -5-
<PAGE>

                                   EXHIBIT O

                               PAYMENT SECURITY
                          (FORM OF LETTER OF CREDIT)

           IRREVOCABLE STAND-BY LETTER OF CREDIT NO. _______________

                                    Issuance Date:
                                    Expiration Date:
                                    Initial Stated Amount:

TO:   Vestas-American Wind Technology, Inc.
      19020 North Indian Avenue, Suite 4C
      P.O. Box 2010
      Palm Springs, CA 92258

Ladies and Gentlemen:

      ______________________________, ("Bank") hereby opens in favor of
Vestas-American Wind Technology, Inc. ("Beneficiary"), for the account of its
customer, York Research Corporation, a Delaware corporation ("Account Party"),
its irrevocable stand-by letter of credit no. ________________ ("Letter of
Credit") in the initial stated amount of _____________ U.S. Dollars (U.S.
$___________) and ___________ Danish Kroner (Dkk ________) (as reduced from time
to time in accordance with the terms hereof, the "Stated Amount").

      Subject to the terms and conditions hereof, this Letter of Credit secures
Account Party's obligation to faithfully perform all of the terms of Section 11
of the Wind Turbine Equipment Sales and Installation Contact (the "Contract")
dated as of March ___, 1998 between Beneficiary and Account Party.

      Amounts drawn under this Letter of Credit shall be available by
Beneficiary's drafts drawn at _______________, in the form of Annex A attached
hereto and accompanied by a Drawing Certificate in the form of Annex B (a
"Nonpayment Drawing"), or Annex C (an "Expiration Drawing") as appropriate,
attached hereto and executed by an officer of Beneficiary, as identified by
Beneficiary to Bank in writing from time to time.

      Partial draws of this Letter of Credit are permitted. Drawings honored by
Bank under this Letter of Credit shall not, in the aggregate exceed the initial
Stated Amount. The Stated Amount shall be automatically reduced, without any
further action required by Beneficiary or Bank, immediately upon the honoring by
Bank of any draft drawn hereunder. The U.S. Dollar portion and Danish Kroner
portion of the Stated Amount will be reduced by the U.S. Dollar portion and the
Danish Kroner portion of the draft. Following notice to the Bank from
Beneficiary of Beneficiary's receipt from Account Party of an interim payment
under Section 11.2 of the 
<PAGE>

Contract, the Stated Amount shall be automatically reduced by an amount equal to
eight-six and sixty-seven hundredths percent (86.67%) of the payment made,
without any further action required by Beneficiary or Bank. The U.S. Dollar
portion and Danish Kroner portion of the Stated Amount shall be reduced in
proportion to the U.S. Dollar portion and Danish Kroner portion of the payment
made. This Letter of Credit will automatically be extended for a period of one
(1) year from the Expiration Date if the Bank does not notify Account Party and
Beneficiary in writing more than thirty (30) days before the Expiration Date of
Bank's decision not to grant an extension.

      This Letter of Credit shall automatically terminate at the earlier of (a)
____ p.m. on ___________, 199__, (b) the date that the entire Stated Amount has
been drawn in full, or (c) the date the Bank receives notice from beneficiary
that final payment of all monies due under the Contract has been made, whichever
is earlier.

      Payment of any amount under this Letter of Credit by Bank shall be made as
the Beneficiary shall instruct on the next Business Day after the date the Bank
receives all documentation required hereunder, in immediately available funds on
such date.

      This Letter of Credit is subject to the Uniform Customs and Practice for
Documentary Credits, 1993 revision, International Chamber of Commerce
Publication No. 500, or by subsequent Uniform Customs and Practice fixed by
subsequent Congresses of the International Chamber of Commerce (the "UCP"), and
performance of Bank and Beneficiary shall be in accordance with the terms
thereof. If legal proceedings are initiated by any party with respect to the
payment of this Letter of Credit, Bank agrees that such proceedings shall be
subject to the jurisdiction of Texas courts and administrative agencies and
subject to Texas law, to the extent not inconsistent with the UCP.

      Any draft drawn under this Letter of Credit must be presented at Bank's
__________ office in the manner provided for herein, must contain the number and
the date of the Letter of Credit and the name of Bank, and must be delivered
prior to the expiration of this Letter of Credit as set forth above. If Bank
receives Beneficiary's draft and certificate in strict conformity with the terms
and conditions of this Letter of Credit prior to the expiration of the Letter of
Credit, it will honor the same.

      This Letter of Credit is negotiable and transferrable and consists of two
(2) pages and Annexes A, B and C.

                              Sincerely,

                              LETTER OF CREDIT BANK


                              By:
                                 ----------------------------
                              Name:
                              Title:
<PAGE>

                                     ANNEX A
                                       TO
                      IRREVOCABLE STAND-BY LETTER OF CREDIT
                               No. _______________

                                  FORM OF DRAFT

[Bank Address]                                      Place:____________________
                                                    Date: ______________, 19__

      At sight, pay to the order of _____________________________ the amount of
_________________ Dollars ($_______) and ____________ Danish Kroner (Dkk
_________). This draft is drawn under Irrevocable Stand-by Letter of Credit No.
_______________, dated as of __________, 1998, issued by _________ Bank, for the
account of York Research Corporation, a Delaware corporation.

                              VESTAS-AMERICAN WIND TECHNOLOGY, INC.


                              By
                                 --------------------------------------
                              Its:
<PAGE>

                                     ANNEX B
                                       TO
                              IRREVOCABLE STAND-BY
                      LETTER OF CREDIT No. _______________
                     FORM OF NONPAYMENT DRAWING CERTIFICATE

                                                                  [Date]

[Bank Address]

      Re: Irrevocable Stand-by Letter of Credit No. _______________

Ladies and Gentlemen:

      The undersigned, the duly authorized officer of Beneficiary of the
above-referenced letter of credit (the "Letter of Credit"), hereby certifies to
you, as follows:

      1. Beneficiary is making a drawing under the Letter of Credit in the
amount of ___________ Dollars ($_________) and _________ Danish Kroner (Dkk
__________) [insert amount of accompanying sight draft] (the "Draw Amount") in
accordance with the provisions of the Letter of Credit, as amended or
supplemented from time to time.

      2. The undersigned deems Account Party has failed to pay Beneficiary as
provided under Section 11 of the Wind Turbine Equipment Sales and Installation
Contract referenced in the Letter of Credit (the "Contract").

      Capitalized terms used herein and not otherwise defined have the meanings
provided therefor in the Letter of Credit or the Contract.

      Beneficiary has executed and delivered this Certificate on this _______
day of _____________, 199_.

                              Sincerely,

                              VESTAS-AMERICAN WIND TECHNOLOGY, INC.


                              By
                                 --------------------------------------
                              Its:
<PAGE>

                                     ANNEX C
                                       TO
                              IRREVOCABLE STAND-BY
                      LETTER OF CREDIT No. _______________
                     FORM OF EXPIRATION DRAWING CERTIFICATE

                                                                  [Date]

[Bank Address]

      Re: Irrevocable Stand-by Letter of Credit No. _______________

Ladies and Gentlemen:

      The undersigned, the duly authorized Officer of Beneficiary of the
above-referenced letter of credit (the "Letter of Credit"), hereby certifies to
you, as follows:

      1. Beneficiary is making a drawing under the Letter of Credit in the
amount of __________ Dollars ($________) and __________ Danish Kroner (Dkk
________) [insert amount of accompanying sight draft] (the "Draw Amount") in
accordance with the provisions of the Letter of Credit, as amended or
supplemented from time to time.

      2. The Letter of Credit will expire on __________ __, 1998, a date which
is not more than thirty business days later than the date of this certificate,
and Beneficiary has not secured the extension of this Letter of Credit or
received a replacement letter of credit as required by the Contract between the
Account Party and the Beneficiary.

      3. The Draw Amount represents the lesser of the Amount Stated available
under this Letter of Credit or the amount necessary to secure payment of all
obligations under Section 11 of the Contract.

      Capitalized terms used herein and not otherwise defined have the meanings
provided therefor in the Letter of Credit or the Contract.

      Beneficiary has executed and delivered this Certificate on this _______
day of _____________, 199_.

                              Sincerely,

                              VESTAS-AMERICAN WIND TECHNOLOGY, INC.


                              By
                                 --------------------------------------
                              Its:
<PAGE>

                                    EXHIBIT P

                          V47 Facility Price Breakdown

A. Material charges for tangible personal property conveyed and incorporated
into realty as improvements

Manufacturing Items:

<TABLE>
<CAPTION>
                                A (1)               A (2)                   A (3)
                                -----               -----                   -----
                            Manufacturing      Applicable Texas       Reimbursement for
                            Item Cost ($)     State & Local Tax     Insurance and Customs
Manufacturing Item               (incl.         on A (1) Items @        Duties on A (1)            
Description                    delivery)           6.25% ($)               Items ($)               Total
-------------------------  ---------------   -------------------   ------------------------    ------------
<S>                           <C>            <C>                           <C>                  <C>       
42 ea. Vestas V47 WTG's       10,426,160     0 Exempt for Resale           293,694              10,719,854
-------------------------  ---------------   -------------------   ------------------------    ------------
42 ea. V47 rotor blade        5,787,210      0 Exempt for Resale           171,600              5,958,810
sets
-------------------------  ---------------   -------------------   ------------------------    ------------
42 ea. V47 top & bottom       1,113,630                                     31,369              1,144,999
control panels                               0 Exempt for Resale
-------------------------  ---------------   -------------------   ------------------------    ------------
42 ea. sets control             21,000                                       591                  21,591
cables between top and                       0 Exempt for Resale
bottom control panels
-------------------------  ---------------   -------------------   ------------------------    ------------
42 ea. sets power cables       189,000                                      5,323                194,323
between top and bottom                       0 Exempt for Resale
control panels
-------------------------  ---------------   -------------------   ------------------------    ------------
42 ea. 65 m. tubular          4,072,760      0 Exempt for Resale                                4,072,760
towers

</TABLE>

<PAGE>

<TABLE>

-------------------------  ---------------   -------------------   ------------------------    ------------
<S>                           <C>            <C>                           <C>                  <C>       
42 ea. sets of the
attached tubular tower
accessories:
    ladders                    376,000       0 Exempt for Resale                                 376,000
                           ---------------   -------------------   ------------------------    ------------
    lights                      44,100       0 Exempt for Resale                                  44,100
                           ---------------   -------------------   ------------------------    ------------
    safety equipment            17,640       0 Exempt for Resale                                  17,640
                           ---------------   -------------------   ------------------------    ------------
FAA light power
cables and mounting              
hardware                         2,000       0 Exempt for Resale                                   2,000
-------------------------  ---------------   -------------------   ------------------------    ------------
TOTAL                         22,049,500     0 Exempt for Resale           502,577              22,552,077
-------------------------  ---------------   -------------------   ------------------------    ------------
</TABLE>

Non-Manufacturing Items:

<TABLE>
<CAPTION>
                                A (4)                A (5)                   A (6)
                                -----                -----                   -----
                                                Applicable Texas       Reimbursement for
                          Non-manufacturing    State & Local Tax         Insurance and
Non-Manufacturing           Item Cost ($)       on A (4) Items @       Customs Duties on    
Item Description          (incl. delivery)         6.25% ($)            A(4)Items ($)             Total
-------------------------  ---------------   -------------------   ------------------------    ------------
<S>                           <C>            <C>                           <C>                  <C>       
N/A
-------------------------  ---------------   -------------------   ------------------------    ------------

</TABLE>

<PAGE>

B.    Reimbursement for separately listed items consumed by Contractor, rather
      than incorporated into realty or conveyed to Corporation, and
      reimbursement of Texas sales/use tax paid by Contractor thereon

<TABLE>
<CAPTION>
                                                                       Reimbursement of                
                                                                       Applicable Texas                
                                                                       State & Local Tax          
Item                                                Cost ($)               Paid ($)               Total
------------------------------------------    -------------------   ------------------------    ----------
<S>                                                  <C>              <C>                       <C> 
Consumables & materials for assembly &               23,315            to be determined          23,315
installation
------------------------------------------    -------------------   ------------------------    ----------
</TABLE>

C.    Construction Labor for items in A.

Item                                                                 Cost ($)
---------------------------------------------------------------   -------------
Installation, Start-up, commissioning and acceptance testing of      775,230
all items
---------------------------------------------------------------   -------------

D.    Lump-sum combined material and labor charges for specified improvements to
      realty and reimbursement of Texas state and local sales/use tax paid by
      Contractor on Items consumed by Contractor in connection therewith

                                                      Lump Sum Combined
Item                                                Material & Labor ($)
-------------------------------------             -------------------------
N/A
-------------------------------------             -------------------------

E.    Total overhead and profit

                                       1,312,903
-------------------------------------------------
<PAGE>

F.    Sale of taxable items conveyed to Corporation but not incorporated into
      realty

Tangible Personal Property:

<TABLE>
<CAPTION>
                                    F (1)                     F (2)
                                    -----                     -----
                                                     Applicable Texas State &
Tangible Personal Property                          Local Tax on F(1) items @          
Item Description                Item Cost ($)               6.25% ($)                  Total
--------------------------   -------------------    --------------------------      ----------
<S>                                 <C>                       <C>                     <C>      
3 ea. Foundation template           8,550                     534.38                  $9,084.38
rings
--------------------------   -------------------    --------------------------      ----------
</TABLE>

Taxable Services:

<TABLE>
<CAPTION>
                                    F (3)                     F (4)
                                    -----                     -----
                                                     Applicable Texas State &               
                                   Services         Local Tax on F (3) Items @
Service Description                Cost ($)                 6.25% ($)                 Total
--------------------------   -------------------    --------------------------      ----------
<S>                                 <C>                       <C>                     <C>      
N/A
--------------------------   -------------------    --------------------------      ----------
</TABLE>

<PAGE>

G.    Sale of non-taxable items conveyed to Corporation but not incorporated
      into realty

<TABLE>
<CAPTION>

Item                                                                  Cost ($)
<S>                                                                <C>
---------------------------------------------------------------   -------------
3 sets As-built drawings                                               500
---------------------------------------------------------------   -------------
6 sets operations and maintenance manuals                             1,925
---------------------------------------------------------------   -------------
TOTAL                                                                 2,425
---------------------------------------------------------------   -------------

</TABLE>

H.    Sale of non-taxable training conveyed to Corporation but not incorporated
      into realty

<TABLE>
<CAPTION>

Item                                                                  Cost ($)
<S>                                                                <C>
---------------------------------------------------------------   -------------
Training in turbine operations                                       15,000
---------------------------------------------------------------   -------------

</TABLE>

Note: Costs attributable to items procured from Denmark listed in section A.
      assume an exchange rate of 6.6 DKK to 1 US$.
<PAGE>

                                    EXHIBIT Q

                          V66 Facility Price Breakdown

A.    Material charges for tangible personal property conveyed and incorporated
      into realty as improvements

Manufacturing Items:

<TABLE>
<CAPTION>
                                A (1)               A (2)                   A (3)                      
                                -----               -----                   -----                      
                            Manufacturing      Applicable Texas       Reimbursement for                
                            Item Cost ($)     State & Local Tax     Insurance and Customs              
Manufacturing Item              (incl.         on A (1) Items @        Duties on A (1)            
Description                   delivery)           6.25% ($)               Items ($)               Total
-------------------------  ---------------   -------------------   ------------------------    ------------
<S>                           <C>            <C>                            <C>                 <C>      
4 ea. Vestas V66 WTG's        2,831,119      0 Exempt for Resale            75,561              2,906,680
-------------------------  ---------------   -------------------   ------------------------    ------------
4 ea. V66 rotor blade         1,456,521      0 Exempt for Resale            40,920              1,497,441
sets
-------------------------  ---------------   -------------------   ------------------------    ------------
4 ea. V66 top & bottom         106,060                                      2,830                108,890
control panels w/ manuals                    0 Exempt for Resale
-------------------------  ---------------   -------------------   ------------------------    ------------
4 ea. sets control              2,000                                        480                  2,480
cables between top and                       0 Exempt for Resale
bottom control panels
-------------------------  ---------------   -------------------   ------------------------    ------------
4 ea. sets power cables         18,000                                        55                  18,055
between top and bottom                       0 Exempt for Resale
control panels
-------------------------  ---------------   -------------------   ------------------------    ------------
</TABLE>

<PAGE>

<TABLE>

-------------------------  ---------------   -------------------   ------------------------    ------------
<S>                           <C>            <C>                            <C>                 <C>      
4 ea. 80 m. tubular            931,870       0 Exempt for Resale                                 931,870
towers
-------------------------  ---------------   -------------------   ------------------------    ------------
4 ea. sets of the
attached tubular tower
accessories:
    ladders (3);                35,500       0 Exempt for Resale                                  35,500
    elevator (1)
                           ---------------   -------------------   ------------------------    ------------
    lights                      4,200        0 Exempt for Resale                                  4,200
                           ---------------   -------------------   ------------------------    ------------
    safety equipment            1,680        0 Exempt for Resale                                  1,680
                           ---------------   -------------------   ------------------------    ------------
FAA light power
cables and mounting               500        0 Exempt for Resale                                    500
hardware
-------------------------  ---------------   -------------------   ------------------------    ------------
TOTAL                         5,387,450      0 Exempt for Resale           119,846              5,507,296
-------------------------  ---------------   -------------------   ------------------------    ------------
</TABLE>

Non-Manufacturing Items:

<TABLE>
<CAPTION>
                                A (4)                A (5)                   A (6)
                                -----                -----                   -----
                                                Applicable Texas       Reimbursement for               
                          Non-manufacturing    State & Local Tax         Insurance and                 
Non-Manufacturing           Item Cost ($)       on A (4) Items @      Customs Duties on A         
Item Description          (incl. delivery)         6.25% ($)             (4)Items ($)             Total
-------------------------  ---------------     -----------------   ------------------------    ------------
<S>                           <C>            <C>                            <C>                 <C>      
N/A
-------------------------  ---------------     -----------------   ------------------------    ------------
</TABLE>

<PAGE>

B.    Reimbursement for separately listed items consumed by Contractor, rather
      than incorporated into realty or conveyed to Corporation, and
      reimbursement of Texas sales/use tax paid by Contractor thereon

<TABLE>
<CAPTION>
                                                           Reimbursement of              
                                                           Applicable Texas              
                                                           State & Local Tax        
Item                                         Cost ($)          Paid ($)             Total
---------------------------------------   -------------  ---------------------    ----------
<S>                                           <C>          <C>                      <C>  
Consumables & materials for assembly &        9,500        to be determined         9,500
installation
---------------------------------------   -------------  ---------------------    ----------
</TABLE>

C.    Construction Labor for items in A.

Item                                                                   Cost ($)
----------------------------------------------------------------    ------------
Installation, Start-up, commissioning and acceptance testing of        293,550
all items
----------------------------------------------------------------    ------------

D.    Lump-sum combined material and labor charges for specified improvements to
      realty and reimbursement of Texas state and local sales/use tax paid by
      Contractor on Items consumed by Contractor in connection therewith

                                                      Lump Sum Combined
Item                                                Material & Labor ($)
------------------------------------------------   ------------------------
N/A
------------------------------------------------   ------------------------

E.    Total overhead and profit

                                         321,304
-------------------------------------------------
<PAGE>

F.    Sale of taxable items conveyed to Corporation but not incorporated into
      realty

Tangible Personal Property:

<TABLE>
<CAPTION>
                                    F (1)                     F (2)
                                    -----                     -----
                                                     Applicable Texas State &               
Tangible Personal Property                          Local Tax on F(1) items @          
Item Description                Item Cost ($)               6.25% ($)                  Total
----------------------------   ---------------     ---------------------------     --------------
<S>                                 <C>                       <C>                    <C>      
1 ea. Foundation template           2,850                     178.13                 $3,028.13
rings
----------------------------   ---------------     ---------------------------     --------------
</TABLE>

Taxable Services:

<TABLE>
<CAPTION>
                                    F (3)                     F (4)
                                    -----                     -----
                                                     Applicable Texas State &               
                                   Services         Local Tax on F (3) Items @         
Service Description                Cost ($)                 6.25% ($)                  Total
----------------------------   ---------------     ---------------------------     --------------
<S>                                 <C>                       <C>                    <C>      
N/A
----------------------------   ---------------     ---------------------------     --------------
</TABLE>

<PAGE>

G.    Sale of non-taxable items conveyed to Corporation but not incorporated
      into realty

<TABLE>
<CAPTION>

Item                                                                Cost ($)
<S>                                                                <C>
---------------------------------------------------------------  -------------
3 sets As-built drawings                                               300
---------------------------------------------------------------  -------------
6 sets operations and maintenance manuals                              700
---------------------------------------------------------------  -------------
TOTAL                                                                 1,000
---------------------------------------------------------------  -------------

</TABLE>

H.    Sale of non-taxable training conveyed to Corporation but not incorporated
      into realty

<TABLE>
<CAPTION>

Item                                                                Cost ($)
<S>                                                                <C>
---------------------------------------------------------------  -------------
Training in turbine operations                                       5,000
---------------------------------------------------------------  -------------

</TABLE>

Note: Costs attributable to items procured from Denmark listed in section A.
      assume an exchange rate of 6.6 DKK to 1 US$.