<PAGE>

                                                                    EX-10(mm)

                              Renewable Resource

                        Energy Purchase Agreement Between

                        Texas Utilities Electric Company

                                       and

                                 New World Power

                   Texas Renewable Energy Limited Partnership
<PAGE>

                                Table of Contents

Article 1. Renewable Resource Facility Design and Interconnection...........  1
     1.01  Renewable Resource Facility......................................  1
     1.02  Renewable Resource Facility Specifications.......................  1
     1.03  Interconnection Facilities.......................................  3
     1.04  Agreement for Electric Service...................................  5
     1.05  TU Electric Approval.............................................  5
     1.06  Exclusion of Liability...........................................  6
           
Article 2. Renewable Resource Facility Operation and Testing................  6
     2.01  Commercial Operation.............................................  6
     2.02  Performance Tests................................................  7
     2.03  General Requirements.............................................  7
     2.04  Required Disconnection...........................................  9
     2.05  Energy Delivery..................................................  9
     2.06  No Parallel or Interstate Operations.............................  9
     2.07  Access to Facility............................................... 10

Article 3. Payments, Records, and Billings.................................. 11
     3.01  Monthly Payments................................................. 11
     3.02  Interconnection Costs............................................ 11
     3.03  Regulatory Action and Recoupment................................. 13
     3.04  Cooperation...................................................... 14
     3.05  Governmental Impositions......................................... 14
     3.06  Records.......................................................... 15
     3.07  Billing.......................................................... 15
     3.08  Interest on Past Due Bills....................................... 15
     3.09  Corrections...................................................... 16
           
Article 4. Outages.......................................................... 16
     4.01  Outages.......................................................... 16
     4.02  No Liability..................................................... 16
           
Article 5. Insurance and Indemnity.......................................... 16
     5.01  Proof of Coverage................................................ 16
     5.02  Policies......................................................... 17
     5.03  Coverage and Liability Limits.................................... 17
     5.04  Subcontractor Coverage........................................... 18
     5.05  Reporting........................................................ 18
     5.06  Release and Waiver............................................... 18
     5.07  No Liability Limitation.......................................... 18
     5.08  Indemnification.................................................. 18
     5.09  Survival of Article.............................................. 19
           
Article 6.   Term and Uncontrollable Force.................................. 19
           
           
Renewable Resource Energy Purchase Agreement - Page i
          
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     6.01  Term............................................................. 19
     6.02  Option to Extend Term............................................ 20
     6.03  Regulatory Approval.............................................. 21
     6.04  Insolvency....................................................... 22
     6.05  Uncontrollable Force............................................. 22
     6.06  Termination...................................................... 23
     6.07  No Consequential Damages......................................... 24
           
Article 7. Representations and Warranties................................... 24
     7.01  Representations and Warranties................................... 24
           
Article 8. Confidentiality.................................................. 26
     8.01  Scope............................................................ 26
     8.02  Obligation....................................................... 26
     8.03  Term............................................................. 26
          
Article 9. Option to Purchase............................................... 27
     9.01  Grant of Option.................................................. 27
     9.02  Information...................................................... 27
     9.03  Manner of Exercise............................................... 28
     9.04  Title............................................................ 28
     9.05  Possession and Risk of Loss...................................... 28
     9.06  Closing Date..................................................... 28
     9.07  Environmental Matters............................................ 28
     9.08  Closing.......................................................... 29
     9.09  Purchase Price................................................... 30
     9.10  Assignment of Option............................................. 31
     9.11  Memorandum of Option............................................. 31
           
Article 10  Miscellaneous................................................... 31
     10.01  Subject to Regulation........................................... 31
     10.02  Assignment...................................................... 31
     10.03  Time Is of Essence.............................................. 31
     10.04  Notices......................................................... 31
     10.05  No Rights of Third Parties...................................... 32
     10.06  Subject to Applicable Laws...................................... 32
     10.07  No Partnership.................................................. 33
     10.08  Amendment....................................................... 33
     10.09  No Waiver....................................................... 33
     10.10  Captions........................................................ 33
     10.11  Complete Agreement.............................................. 33
     10.12  Governing Law................................................... 33
     10.13  Severability.................................................... 33
     10.14  Exhibits........................................................ 33
     10.15  Construction.................................................... 33
     10.16  Delivery of Copy of Agreement................................... 34
                                                               

Renewable Resource Energy Purchase Agreement - Page ii
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EXHIBIT 1.01
Description of Renewable Resource Facility................................. 35

EXHIBIT 1.02(g)
Relay Protective Requirements.............................................. 36

EXHIBIT 1.03
Interconnection Facilities................................................. 37

EXHIBIT 1.03(f)
Telemetering and SCADA Table Requirements..................................  1

EXHIBIT 2.01(a)
List Of Items To Be Completed Before Phase One Partial Commercial Operation  1

EXHIBIT 2.01(b)
List Of Items To Be Completed Before Phase Two Partial Commercial Operation  1

EXHIBIT 2.01(c)
List Of Items To Be Completed Before Commercial Operation..................  1

EXHIBIT 2.02(a)
Performance Test Procedures................................................  1

EXHIBIT 3.01
Payment Schedule...........................................................  1

EXHIBIT 3.06(b)
Parameters to be Monitored and Recorded by Producer........................  1

EXHIBIT 9.11
Memorandum of Option.......................................................  1


Renewable Resource Energy Purchase Agreement - Page iii
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                  Renewable Resource Energy Purchase Agreement

      This Renewable Resource Energy Purchase Agreement ("Agreement") dated
Sept.13, 1994, is between Texas Utilities Electric Company ("TU Electric"), a
Texas corporation with offices in Dallas, Dallas County, Texas, and New World
Power Texas Renewable Energy Limited Partnership ("Producer"), a limited
partnership of which The New World Power Corporation ("New World"), a Delaware
corporation with offices in Lime Rock, Connecticut, is the general partner. In
consideration of the promises made in this Agreement, Producer agrees to
produce, deliver, and sell to TU Electric, and TU Electric agrees to take and
purchase from Producer, electrical energy under this Agreement's provisions.

      Article 1. Renewable Resource Facility Design and Interconnection

1.01 Renewable Resource Facility. Producer intends, at its sole cost and
expense, to design, construct, and operate a wind generation facility (the
"Renewable Resource Facility"), with a total nameplate electrical generating
capacity of 40,000 kilowatts ("kW") and anticipated average net annual
generation of 113,000,000 kilowatt-hours ("kWh") located in Howard County,
Texas. Unless agreed otherwise by both parties in writing, all wind turbines in
the Renewable Resource Facility must be Enercon model E-40, 500 kW wind
turbines. Information about the Renewable Resource Facility--including
specifications of, and pertinent data about, its equipment and protective
features--is attached as Exhibit 1.01. Before beginning construction of the
Renewable Resource Facility, Producer shall furnish TU Electric with a specific
plot plan of the Renewable Resource Facility, as a supplement to Exhibit 1.01,
after ongoing meteorological data collection has been substantially completed
and reviewed by Producer, along with local site parameters. Producer may not
begin construction of the Renewable Resource Facility until TU Electric has
approved in writing the location of the wind turbines, Producer Substation,
control room and maintenance facility, and Interconnection Facilities, which
approval may not be unreasonably withheld. The Renewable Resource Facility
includes the Producer Substation as described on Exhibit 1.03.

1.02 Renewable Resource Facility Specifications. Producer shall design,
construct, and operate the Renewable Resource Facility so that it complies with
all legal and regulatory requirements applicable to the Renewable Resource
Facility, including national, state, and local construction and safety codes and
with these requirements:

(a)   The Renewable Resource Facility's alternating current generating system
      must be 60 Hertz ("Hz"), must be connected for balanced three-phase
      operation, must not cause unreasonable unbalance on Company's electrical
      system, and must adhere to the recommendations in two publications of the
      Institute of Electrical and Electronic Engineers ("IEEE"): IEEE
      Recommended Practices and Requirements for Harmonic Control in Electrical
      Power Systems ("IEEE 519") and IEEE Recommended Practice for the
      Electrical Design and Operation of Wind Generating Stations ("IEEE 1094").


Renewable Resource Energy Purchase Agreement - Page 1
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(b)   The Renewable Resource Facility must be designed so that it (i)
      automatically and instantaneously disconnects the Renewable Resource
      Facility's generators from TU Electric's system in case of a forced outage
      or interruption of TU Electric's system connected to the Renewable
      Resource Facility and (ii) coordinates with the transfer trip scheme to be
      installed by TU Electric on the Big Spring--Chalk 69 kV line section, as
      shown on Exhibit 1.02(g).

(c)   The Renewable Resource Facility must be designed so that it automatically
      disconnects the Renewable Resource Facility from TU Electric's system
      within 15 cycles if the operating frequency as measured at the Point of
      Interconnection deviates more than +0.2 Hz or -0.7 Hz from a 60 Hz base
      and within 10 cycles if a voltage deviation of +5% or -10% from nominal
      occurs. If TU Electric system requirements dictate trip points other than
      those stated above, then Producer shall make the necessary changes to the
      Renewable Resource Facility to effect those settings. If Producer is
      unable to effect those settings within a reasonable time after TU Electric
      sends a written request for such changes, then TU Electric may provide, or
      require Producer to provide, the necessary equipment in the
      Interconnection Facilities, at Producer's expense.

(d)   The Renewable Resource Facility must not be able to, nor be permitted to,
      energize a de-energized circuit of TU Electric.

(e)   The Renewable Resource Facility must include a manually operable 69 kV
      isolating switch with visible break, accessible to TU Electric personnel
      and capable of being locked in open position.

(f)   The Renewable Resource Facility must be connected to TU Electric's 69
      kilovolt transmission system through a power transformer or transformers.

(g)   Producer shall install, own, operate, and maintain all necessary
      facilities, including control and protective devices on Producer's side of
      the Point of Interconnection that are appropriate for parallel operation
      of the Renewable Resource Facility with TU Electric's system. At a
      minimum, the installation must comply with the system protection
      requirements shown on Exhibit 1.02(g). The "Point of Interconnection" is
      the point where TU Electric's electrical conductors are connected to
      Producer's electrical conductors, as shown on Exhibit 1.03.

(h)   Producer is responsible for protecting the Renewable Resource Facility so
      that scheduled or forced outages, short-circuits, and other disturbances
      on TU Electric's system do not damage the Renewable Resource Facility.

(i)   Producer shall, at its expense, provide corrections or additions to
      existing control and protective equipment reasonably required to protect
      TU Electric's system or if government or industry regulations or standards
      change, to the extent that such corrections or additions are necessary due
      to the existence of the Renewable Resource Facility, when requested by TU
      Electric.

Renewable Resource Energy Purchase Agreement - Page 2
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(j)   At a minimum, the Renewable Resource Facility must be able to operate
      continuously under normal operating conditions with all available wind
      turbines in service at a lagging power factor of 0.9 and a leading power
      factor of 0.9. If the Renewable Resource Facility is not able to operate
      continuously within this range, and if such inability results in
      operational problems on TU Electric's system, additional Interconnection
      Facilities may be required by TU Electric, at Producer's expense.

1.03 Interconnection Facilities.

(a)   "Interconnection Facilities" are TU Electric's electric lines, protection,
      metering, and other facilities that function as a part of TU Electric's
      electrical system and that are required or appropriate, in TU Electric's
      sole judgment, to effect an electrical interconnection between TU
      Electric's system and the Renewable Resource Facility, as shown on Exhibit
      1.03. The Interconnection Facilities include, without limitation:

      (i)   Tap structure in the Big Spring--Chalk 69 kV transmission line with
            three sectionalizing switches;

      (ii)  1.7 miles of 69 kV 336.4 MCM ACSR transmission line from tap
            structure to TU Electric 69 kV switchyard;

      (iii) TU Electric 69 kV Switchyard consisting of dead-end structures,
            relaying equipment, RTU, metering, and relay house;

      (iv) Line relay panels at Big Spring and Chalk; and

      (v)   Transmission right-of-way from tap point to switchyard, access road
            from Producer road to TU Electric 69 kV switchyard, and property
            provided for 69 kV switchyard.

(b)   Producer shall pay TU Electric for the actual cost associated with the
      Interconnection Facilities pursuant to Section 3.02(a).

(c)   Producer shall grant or secure for TU Electric, at Producer's expense, any
      rights-of-way, and shall provide suitable space on property owned or
      controlled by Producer, necessary for construction, installation,
      maintenance, and operation of the Interconnection Facilities, as requested
      by TU Electric, including access roads.

(d)   TU Electric shall furnish, install, maintain, and own, at Producer's
      expense, the necessary metering equipment to record energy purchases under
      this Agreement. Producer shall furnish and install, to TU Electric's
      specifications, the meter sockets or other related metering equipment
      necessary. TU Electric reserves the right to install, at its expense, any
      additional metering or recording instruments in the Renewable Resource
      Facility to collect test and operating data. Producer may request an
      independent meter test of the meters used to record energy purchases under
      this Agreement. If the meters are found to be within the accuracy
      standards established by the American National


Renewable Resource Energy Purchase Agreement - Page 3
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      Standards Institute, Incorporated, then the test is at Producer's expense;
      otherwise, the test is at TU Electric's expense.

(e)   TU Electric shall file an application with the Public Utility Commission
      of Texas for an amendment to its certificate of convenience and necessity
      ("CCN"), if such an application is necessary, for the transmission
      facilities within the Interconnection Facilities on or before March 1,
      1995. If TU Electric is unable to obtain, on or before the later of (i)
      December 1, 1995, or (ii) 12 months after the application for an amendment
      to TU Electric's CCN is filed, in form and substance satisfactory to both
      TU Electric and Producer, an amendment to its existing CCN, if required,
      for construction of any of the Interconnection Facilities, then a party
      that is dissatisfied, whether TU Electric or Producer, shall send a
      written notice to the other party specifying the absence of, or
      unsatisfactory portions of, an order granting the application for an
      amendment to the CCN. Both parties shall cooperate in trying to remedy the
      absence of, or unsatisfactory portions of, an order granting the
      application for an amendment to the CCN. If an amendment to TU Electric's
      CCN for construction of the Interconnection Facilities, in form and
      substance satisfactory to TU Electric and Producer, is not obtained within
      120 days after the notice of the lack of a satisfactory order is given,
      then either TU Electric or Producer may terminate this Agreement on
      written notice to the other party.

(f)   The Renewable Resource Facility and the Interconnection Facilities must
      include the "Communications and Telemetry Equipment," which means the
      telemetering, communications, and data acquisition equipment, and
      automatic switching control facilities, communication and data
      transmission (telemetering) facilities, and control equipment operable
      from the Texas Utilities System Operating Center ("SOC") and any other
      locations designated by TU Electric that are necessary or convenient, as
      decided by TU Electric, in its sole discretion, for the effective
      operation of the Renewable Resource Facility and the other Interconnection
      Facilities with TU Electric's system. The Communications and Telemetry
      Equipment must include at least the following:

      (i)   one full period voice circuit (an off-premise extension for TU
            Electric's PBX), the termination to which is the control room in the
            Renewable Resource Facility;

      (ii)  one communication circuit (420 data circuit) from a multiport remote
            terminal unit ("RTU"), which RTU must be provided by TU Electric at
            Producer's expense, at TU Electric's 69 kV switchyard to SOC or any
            other location designated from time to time by TU Electric;

      (iii) one communication circuit from the RTU required under Section
            1.03(f)(ii) to TU Electric's Western Region transmission office or
            any other location designated from time to time by TU Electric;

      (iv)  sufficient communication, telemetering, and control equipment
            connected from the Renewable Resource Facility control room or the
            Producer Substation to the RTU


Renewable Resource Energy Purchase Agreement - Page 4
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            required under Section 1.03(f)(ii) to provide for these control,
            status, position, or readings:

            (A)   control of, and status indication for, all 69 kV circuit
                  breakers in the Producer Substation or in the Interconnection
                  Facilities;

            (B)   instantaneous three-phase megawatts and megavars reactive and
                  bus voltage on the 69 kV bus;

            (C)   TU Electric's meter readings, including MWh, MW, MVAR, all
                  both "in" and "out", from the meter stand in the TU Electric
                  69 kV switchyard in the Interconnection Facilities; and

            (D)   meteorological data, as specified in Exhibit 1.03(f);

      (v)   one full business voice circuit, which may be cellular, that
            terminates in TU Electric's 69 kV switchyard in the Interconnection
            Facilities to use in maintaining and operating the Interconnection
            Facilities and to read the billing meter;

      (vi)  one full business voice circuit, which may be cellular, in the
            Renewable Resource Facility's control room, including facsimile
            capability compatible with the equipment used by SOC;

      (vii) a facsimile machine in the Renewable Resource Facility's control
            room.

Other specifications for the Communications and Telemetry Equipment are
contained in Exhibit 1.03(f). TU Electric shall design the Communications and
Telemetry Equipment. TU Electric shall install, maintain, and own the
Communications and Telemetry Equipment, except that Producer shall acquire,
install, and maintain, at its expense, the items described in Subsections
1.03(f)(i), 1.03(f)(iii), 1.03(f)(iv), 1.03(f)(v), 1.03(f)(vi), and
1.03(f)(vii), and Producer shall acquire, install, and maintain, at its expense,
the communications circuits described in Subsection 1.03(f)(ii). Producer shall
provide rights-of-way and space for TU Electric to install the Communications
and Telemetry Equipment.

1.04 Agreement for Electric Service. If Producer desires electric utility
service at the Renewable Resource Facility during construction, testing, or
otherwise, it will be provided by TU Electric under a separate Agreement for
Electric Service.

1.05 TU Electric Approval.

(a)   "Plans" are all specifications, drawings, procedures, schedules, permits,
      and equipment test reports reasonably required to design, construct, and
      operate the Renewable Resource Facility in compliance with this Agreement.
      Partial Commercial Operation may not commence until TU Electric has given
      its written approval of the Plans. TU Electric's approval rights are
      limited to those aspects of the Renewable Resource Facility that are
      regulated by this Agreement and that affect the Renewable Resource
      Facility's


Renewable Resource Energy Purchase Agreement - Page 5
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      suitability for safe, compatible, reliable, and synchronous operation with
      TU Electric's system.

(b)   Producer shall notify TU Electric in writing at least 10 days before
      energization and start-up testing of the Renewable Resource Facility. TU
      Electric may inspect the Renewable Resource Facility and witness the
      testing of any equipment and devices associated with interconnection.

(c)   Producer may not materially modify the Renewable Resource Facility
      (including replacement of major equipment items with whatever is then the
      current state of the art technology) unless TU Electric has approved in
      writing the Plans for the modification, which approval may not be
      unreasonably withheld; it is not unreasonable for TU Electric to withhold
      its approval until the parties reach agreement on a method to share
      savings under Section 7.01(j).

1.06 Exclusion of Liability. TU Electric--by review, comment, failure to
comment, or approval of any Plans for design, construction, operation,
modification, or maintenance of any facilities under this Agreement--is not
responsible for strength of materials, design, adequacy, or compatibility of the
facilities, nor does it assume any responsibility or liability for damages or
physical injury to (a) either party's real or personal property or electrical
equipment, (b) the real or personal property of third persons or entities not a
party to this Agreement, (c) any persons who may come in contact with or upon
either party's facilities; or (d) any other persons or property, real or
personal. TU ELECTRIC'S REVIEW, COMMENT, FAILURE TO COMMENT, OR APPROVAL IS NOT
AN ENDORSEMENT OR WARRANTY OF THE FACILITIES.

          Article 2. Renewable Resource Facility Operation and Testing

2.01 Commercial Operation.

(a)   The "Phase One Partial Commercial Operation Date" is the next day after TU
      Electric executes and delivers to Producer a "Certificate of Readiness for
      Partial Commercial Operation" that evidences completion, to TU Electric's
      reasonable satisfaction, of all of the items listed in Exhibit 2.01(a).
      The Renewable Resource Facility's "Partial Commercial Operation" begins at
      12:01 a.m. on the Phase One Partial Commercial Operation Date and
      continues until the Commercial Operation Date or until this Agreement is
      terminated, whichever occurs first. The Renewable Resource Facility may
      not be connected to TU Electric's system before the Phase One Partial
      Commercial Operation Date, except to perform the Performance Tests
      outlined in Section 2.02(a) on Phase One of the Renewable Resource
      Facility and as approved by TU Electric in writing in advance. "Phase
      One," "Phase Two," and "Phase Three" of the Renewable Resource Facility
      will be defined by Producer and TU Electric in the form of a supplement to
      Exhibit 1.01 to be prepared by Producer after ongoing meteorological data
      has been substantially completed and reviewed by Producer. Producer may
      not begin construction of the Renewable Resource Facility until TU
      Electric has approved in


Renewable Resource Energy Purchase Agreement - Page 6
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      writing the definitions of Phase One, Phase Two, and Phase Three, which
      approval may not be unreasonably withheld.

(b)   The "Phase Two Partial Commercial Operation Date" is the next day after TU
      Electric executes and delivers to Producer a "Certificate of Readiness for
      Phase Two Partial Commercial Operation" that evidences completion, to TU
      Electric's reasonable satisfaction, of all of the items listed in Exhibit
      2.01(b).

(c)   The "Commercial Operation Date" is the next day after TU Electric executes
      and delivers to Producer a "Certificate of Readiness for Commercial
      Operation" that evidences completion, to TU Electric's reasonable
      satisfaction, of all of the items listed in Exhibit 2.01(c). The Renewable
      Resource Facility's "Commercial Operation" begins at 12:01 a.m. on the
      Commercial Operation Date and continues until this Agreement expires or is
      otherwise terminated.

2.02 Performance Tests.

(a)   Before the Phase One Partial Commercial Operation Date, Producer shall
      perform (or allow TU Electric, at TU Electric's option, to perform, at
      Producer's expense) the following tests ("Performance Tests") on Phase One
      of the Renewable Resource Facility. Before the Phase Two Partial
      Commercial Operation Date, Producer shall perform (or allow TU Electric,
      at TU Electric's option, to perform, at Producer's expense) the following
      tests ("Performance Tests") on Phase Two of the Renewable Resource
      Facility. Before the Commercial Operation Date, Producer shall perform (or
      allow TU Electric, at TU Electric's option, to perform, at Producer's
      expense) the following tests ("Performance Tests") on the Renewable
      Resource Facility. After the Commercial Operation Date, TU Electric may
      require that each Performance Test be run at TU Electric's discretion. The
      party running the Performance Test shall promptly give the written test
      results to the other party. Each Performance Test must be performed under
      the written procedures for the test contained in Exhibit 2.02(a). Each
      party has the right to reasonable advance notice of, and to have personnel
      present during, Performance Tests run by the other party.

(b)   The Performance Tests are:

      (i)   A trip test ("Trip Test") (coordinated with TU Electric) of the
            Renewable Resource Facility's protective relaying that trips the 69
            kilovolt ("kV") circuit breaker connecting the Renewable Resource
            Facility to TU Electric's electric system. The test must show that
            the Renewable Resource Facility meets the specifications contained
            in the protective relaying design as approved by TU Electric under
            Subsection 1.05(a).

      (ii)  An operational test ("Relay Test") of the Renewable Resource
            Facility's protective relaying for the 69 kV breaker and main
            step-up transformer. The test must show that the Renewable Resource
            Facility meets the specifications contained in the design of the
            protective relaying as approved by TU Electric under Subsection
            1.05(a).


Renewable Resource Energy Purchase Agreement - Page 7
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      (iii) A test ("Power Factor Test") of the Renewable Resource Facility's
            ability to operate under leading and lagging power factor
            conditions. The test must be conducted by operating at each power
            factor design limit for one hour. The test must show that the
            Renewable Resource Facility meets the specifications contained in
            Subsection 1.02(j).

2.03 General Requirements.

(a)   All electric energy generated at the Renewable Resource Facility and
      delivered to TU Electric must have a nominal frequency of 60 Hz and must
      have the precise frequency, voltage, and other properties and
      characteristics from time to time established by TU Electric for operation
      of its electric system, provided that Producer must be given reasonable
      advance notice of any change in the established frequency, voltage, and
      other properties and characteristics.

(b)   Producer shall maintain and operate the Renewable Resource Facility (i) to
      minimize the likelihood of a disturbance affecting or impairing either TU
      Electric's system or the quality of service to TU Electric's customers,
      (ii) to maintain, within the Renewable Resource Facility's design
      capability, power factor, and voltage as TU Electric requests from time to
      time, and (iii) in compliance with all applicable legal and regulatory
      requirements, including environmental requirements.

(c)   Producer shall adequately staff the Renewable Resource Facility to
      monitor, operate, and maintain the equipment and shall staff the Renewable
      Resource Facility with a qualified operator during ordinary business
      hours.

(d)   Producer shall report to SOC, on a timely basis, those items and/or
      conditions reasonably necessary for SOC's internal planning. The
      information supplied shall include, without limitation, the following:

      (i)   status (on or off line) within 15 minutes;

      (ii)  daily plan for the next day, including capability released and
            available for operation;

      (iii) overhaul or scheduled outage plans for the year (updated weekly);

      (iv)  any scheduled or planned transmission or switch yard clearances or
            maintenance plans for the next twelve (12) months (updated weekly);
            and

      (v)   time and cause of outage of Producer's generators or circuit
            breakers included in the Renewable Resource Facility.

(e)   Producer must obtain TU Electric's approval before closing the Renewable
      Resource Facility's 69 kV breaker or 69 kV isolating switch connecting to
      the TU Electric system, whether for testing or for operations, which
      approval may not be unreasonably withheld.


Renewable Resource Energy Purchase Agreement - Page 8
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(f)   Producer must properly synchronize the Renewable Resource Facility with TU
      Electric's system and is responsible for any damages caused to TU
      Electric's system or its customers by improper synchronization.

(g)   Producer is responsible for the proper operation of the equipment in the
      Renewable Resource Facility designed to cause the Renewable Resource
      Facility to trip off-line as required in Section 1.02(c), and Producer is
      responsible for any damages caused to TU Electric's system or its
      customers by failure of the Renewable Resource Facility to trip as
      designed.

(h)   Producer shall notify TU Electric of any emergency or hazardous condition
      or occurrence that in any way affects, or could affect, the safe operation
      of TU Electric's system.

(i)   Producer may not electrically connect the Renewable Resource Facility to
      any facilities other than those of TU Electric.

(j)   Producer shall maintain and operate the Renewable Resource Facility and
      facilities interconnecting the Renewable Resource Facility to the Point of
      Interconnection in compliance with the applicable then-current guidelines
      of the Electric Reliability Council of Texas ("ERCOT") or its successor
      and under TU Electric's reasonable directions; if this Agreement conflicts
      with the ERCOT guidelines, then this Agreement controls.

2.04 Required Disconnection. Producer shall immediately open the electrical
connection between the Renewable Resource Facility and the Interconnection
Facilities when requested by TU Electric for any of the following reasons:

(a)   to facilitate maintenance or repair of any of TU Electric's facilities or
      system or of Producer's facilities being maintained by TU Electric, as
      decided by TU Electric in its sole discretion, as long as TU Electric
      diligently proceeds with the repairs or maintenance;

(b)   an emergency exists on the system of TU Electric or the ERCOT system, as
      decided by TU Electric in its sole discretion, as long as TU Electric
      diligently proceeds to correct or remedy the emergency to the extent that
      action is reasonable;

(c)   inspection of the Renewable Resource Facility's generating or protective
      equipment reveals a hazardous condition or a lack of proper maintenance,
      as decided by TU Electric in its sole discretion;

(d)   the Renewable Resource Facility is operating, as decided by TU Electric in
      its sole discretion, hazardously or so that it is interfering with TU
      Electric's customers or the operation of TU Electric's system; or


Renewable Resource Energy Purchase Agreement - Page 9
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(e)   upon termination or expiration of this Agreement; however--subject to TU
      Electric's rights and Producer's representations, warranties, and
      obligations under Section 2.06--Producer may stay interconnected with TU
      Electric if Producer is entitled to, and has satisfied all prerequisites
      to, interconnect with TU Electric under TU Electric's tariff in effect at
      that time or under applicable law in effect at that time.

TU Electric may open the electrical connection between the Renewable Resource
Facility and the Interconnection Facilities, if it deems it necessary, in its
sole discretion, for any of the foregoing reasons, but TU Electric must allow
Producer to close the electrical connection between the Renewable Resource
Facility and the Interconnection Facilities as soon as it is reasonably
practical to do so.

2.05 Energy Delivery. All energy generated by the Renewable Resource Facility,
net of that required for operation of the Renewable Resource Facility, shall be
delivered to and taken by TU Electric under the provisions of this Agreement.

2.06 No Parallel or Interstate Operations.

(a)   During the term of this Agreement, and during all renewals or extensions
      of it, Producer agrees that no portion of the Renewable Resource Facility
      will be electrically interconnected or operated in parallel with any part
      or parts of any electric system other than the TU Electric system.

(b)   Producer represents, and warrants and agrees, that after the termination
      of this Agreement, including all renewals or extensions of it, Producer
      will not, except in compliance with the Orders of the Federal Energy
      Regulatory Commission ("FERC") in Dockets Nos. EL79-8 and E-9558 issued on
      October 28, 1981, November 5, 1981, and January 29, 1982, and the Order
      issued in FERC Docket No. EL79-8-002 on July 23, 1987, either directly or
      indirectly, through other entities that are either directly or indirectly
      interconnected with facilities owned or operated by TU Electric, transmit
      electric energy in interstate commerce or sell, deliver, purchase, or
      receive electric energy in interstate commerce or own or operate any
      facilities therefor, or establish, maintain, modify, or utilize, directly
      or through other entities, any connection or facility used or to be used
      for the transmission, sale, delivery, purchase, or receipt of electric
      energy in interstate commerce, unless Producer has first applied for and
      obtained an order from the FERC, applicable to TU Electric (unless TU
      Electric agrees in writing that such application need not be filed), under
      Sections 210, 211, and 212 of the Federal Power Act, requiring the
      establishment, maintenance, modification, or utilization of any such
      connection that may be involved. The representations and warranties of
      Producer contained in this Section 2.06(b) survive the termination or
      expiration of this Agreement. If it is finally determined that TU Electric
      is a "public utility" within the meaning of Section 201(e) of the Federal
      Power Act and subject to the full plenary power of the FERC, then the
      limitations of this Section 2.06(b) thereupon terminate.

(c)   If Producer breaches any agreement, representation or warranty contained
      in this Section 2.06, then TU Electric, in addition to any other remedies
      it may have, including the remedy specified in Section 2.06(d) below, has
      the options to do any one or more of the


Renewable Resource Energy Purchase Agreement - Page 10
<PAGE>

      following: (i) immediately suspend receipt of electric energy from
      Producer, (ii) immediately disconnect its facilities from the facilities
      of Producer, or (iii) immediately terminate this Agreement.

(d)   The parties agree that it will be impossible to measure in terms of money
      the damages that may or will accrue by reason of any breach of any of the
      representations and warranties set forth in this Section 2.06, or any
      failure in the performance of any of the obligations contained in this
      Section 2.06, and for that reason, among others, the parties agree that TU
      Electric is entitled to specific performance of the provisions of this
      Section 2.06, in addition to any other remedies that may exist. If TU
      Electric institutes any proceedings to enforce any of the provisions of
      this Section 2.06, Producer hereby waives any claim or defense that an
      adequate remedy at law exists.

(e)   Nothing in this Section precludes the use of connections for transmission
      of electric energy in interstate commerce under bona fide emergencies
      pursuant to the provisions of Section 202(d) of the Federal Power Act.

2.07 Access to Facility. TU Electric may enter the Renewable Resource Facility
at any reasonable time after giving Producer reasonable advance notice to
inspect the Renewable Resource Facility or to show it to third parties who may
accompany TU Electric to the Renewable Resource Facility. TU Electric may enter
the Interconnection Facilities at any time.

                   Article 3. Payments, Records, and Billings

3.01 Monthly Payments. TU Electric will pay Producer monthly for energy metered
at the Point of Interconnection in accordance with the payment schedule depicted
on Exhibit 3.01.

3.02 Interconnection Costs.

(a)   Producer shall pay TU Electric for the Actual Cost associated with the
      installation of the Interconnection Facilities described in Section 1.03,
      except installation of the Interconnection Facilities for which Producer
      is responsible (the "Interconnection Costs").

(b)   Producer shall provide security acceptable to TU Electric in the amount of
      $800,000, including rights-of-way costs, before TU Electric is required to
      begin acquisition of rights-of-way and construction of the Interconnection
      Facilities. Producer must pay the entire Interconnection Costs before the
      Phase One Partial Commercial Operation Date.

(c)   TU Electric shall inspect, maintain, repair and replace the
      Interconnection Facilities, except for those items listed in Section 1.03
      as being the responsibility of Producer. Beginning at the conclusion of
      the first month after completion of construction of the Interconnection
      Facilities, Producer shall pay TU Electric a monthly charge for 


Renewable Resource Energy Purchase Agreement - Page 11
<PAGE>

      inspection and maintenance of the Interconnection Facilities that are the
      responsibility of TU Electric at the following rates:

                            Monthly                          Monthly
                Year         Charge              Year         Charge
                
                1996           $320              2009           $460
                1997           $330              2010           $480
                1998           $340              2011           $490
                1999           $350              2012           $510
                2000           $360              2013           $530
                2001           $370              2014           $540
                2002           $380              2015           $560
                2003           $390              2016           $580
                2004           $400              2017           $590
                2005           $410              2018           $610
                2006           $420              2019           $630
                2007           $440              2020           $650
                2008           $450              2021           $670

      Producer shall pay TU Electric for the Actual Cost of repairs or
      replacements to the Interconnection Facilities that are TU Electric's
      responsibility plus 15% of that Actual Cost.

(d)   Actual Cost is calculated on the same basis as TU Electric calculates
      costs for construction of its new facilities or for repair or replacement
      of its facilities, as applicable. Actual Cost includes without limitation:

      (i)   "Material Costs" are TU Electric's costs for material, equipment,
            and machinery incorporated in the facilities, whether purchased
            expressly for that purpose or taken from stores, at their store
            issue or purchase order price to TU Electric, including freight,
            insurance, and taxes (except taxes included in the Purchasing and
            Stores Expense as set forth in Section 3.02(d)(iv) below), and any
            expenses incurred for storage, special transportation, and handling.
            "Taxes" include sales, use excise, and other taxes that attach to or
            are measured by the value or cost of materials.

      (ii)  "Labor Costs" are TU Electric's costs for its employees' labor at
            the cost of all wages and salaries, including overtime pay and
            premiums, paid to all construction and administrative employees,
            including job bosses, supervisors, and inspectors, and travel time,
            and employees' expenses such as social security contributions,
            unemployment and payroll taxes, retirement benefits, hospitalization
            and life insurance benefits, sick leave, vacation pay, and other
            fringe benefits. All labor-related expense charges must be the same
            as that used by TU Electric for its own accounting purposes. The
            labor-related expenses are recalculated periodically; therefore,
            percentages vary from time to time.


Renewable Resource Energy Purchase Agreement - Page 12
<PAGE>

      (iii) "Subcontractor Costs" are the costs incurred by TU Electric for
            work, including materials supplied, by TU Electric's contractors.

      (iv)  "Purchasing and Stores Expense" is a percentage charge applied to
            material costs to cover TU Electric's cost of supervision, labor,
            and expenses incurred in operating and maintaining its storeroom and
            purchasing offices. The charge must be the same as that applied by
            TU Electric to its material costs to calculate the costs of its new
            construction, and is redetermined periodically following TU
            Electric's established accounting procedures using the uniform
            system of accounts prescribed by the Federal Energy Regulatory
            Commission. The charge includes Texas state and local sales and use
            taxes.

      (v)   "Transportation Costs" are priced at the cost per mile or per hour
            dependent upon the type of equipment being used at the rates TU
            Electric charges for its own accounting purposes. The per mile and
            per hour rates are recalculated periodically; therefore, rates may
            vary from time to time.

      (vi)  "Carrying Costs" is interest at the Commercial Paper Rate on
            construction expenditures from the date the expenses are incurred
            until the expenses are billed.

      (vii) "Miscellaneous Expense" includes actual expenditures that are not
            included in the other items of Actual Cost described in this
            Section. Examples of these costs are engineering consultant
            expenses, crew lodging and travel expense, laboratory tests and
            equipment rental, including charges for using TU Electric's major
            tools or major equipment.

     (viii) "Overhead" is a percentage charge to recover TU Electric's costs of
            design, engineering, supervision, and other applicable costs and
            overhead. The charge must be the same as that applied by TU Electric
            to calculate its costs of its new construction and is redetermined
            periodically following TU Electric's established accounting
            procedures using the uniform system of accounts prescribed by the
            Federal Energy Regulatory Commission.

     Actual Cost is the sum of Material Costs, Labor Costs, Subcontractor Costs,
     Purchasing and Stores Expense, Transportation Costs, Carrying Costs, and
     Miscellaneous Expense plus Overhead and an additional amount to compensate
     TU Electric fully for any type of taxation or assessment of amounts paid by
     Producer to TU Electric.

(e)  Producer shall reimburse TU Electric for ad valorem taxes paid on the
     Interconnection Facilities. The amount of ad valorem taxes on the
     Interconnection Facilities for purposes of this Agreement is a portion of
     TU Electric's total ad valorem taxes in Howard County, Texas, as reasonably
     determined by TU Electric's tax department based on the facilities owned by
     TU Electric that are related to the Renewable Resource Facility.

3.03 Regulatory Action and Recoupment.


Renewable Resource Energy Purchase Agreement - Page 13
<PAGE>

(a)   The parties intend that the prices set in this Agreement will be in effect
      during the term of this Agreement, and they do not, by anything in this
      Agreement, confer authority or jurisdiction upon any court or regulatory
      authority, that it otherwise would not have, to change such prices. If,
      however, at any time during the term of this Agreement, any court or
      regulatory authority, including without limitation the Public Utility
      Commission of Texas, alters the prices for energy purchases from Producer
      under this Agreement or the payments by TU Electric resulting from those
      prices, then the prices under this Agreement and the payments resulting
      from those prices must thereafter be adjusted to the prices and payments
      allowed by the court or regulatory authority.

(b)   TU Electric's obligations to make payments to Producer under this
      Agreement are conditioned upon TU Electric being permitted by the Public
      Utility Commission of Texas or other regulatory authority to fully recoup
      from TU Electric's ratepayers the payments made to Producer under this
      Agreement. If the orders, rules, or regulations of the Public Utility
      Commission of Texas or other regulatory authority do not allow the
      recovery by TU Electric from its ratepayers of all of the payments
      otherwise to be made by TU Electric to Producer under this Agreement, then
      TU Electric is not obligated to pay to Producer any amount that is not
      subject to recovery; however, nothing in this Section 3.03 may be
      construed as requiring Producer to refund to TU Electric any amounts
      previously paid to Producer that become non-recoverable by TU Electric on
      account of any such orders, rules, or regulations of the Public Utility
      Commission of Texas or other regulatory authority.

(c)   If the Public Utility Commission of Texas or other regulatory
      authority--by order, rule, or regulation--ever fails to allow TU Electric
      to fully recoup payments that TU Electric has made to Producer under this
      Agreement from TU Electric's ratepayers, or if the Public Utility
      Commission of Texas or other regulatory authority--by order, rule, or
      regulation--ever raises the prices under this Agreement, then TU Electric
      may terminate this Agreement by giving written notice of such termination
      to Producer within one year after the order, rule, or regulation effecting
      such disallowance or pricing increase becomes final and appealable,
      whether or not an appeal is filed.

(d)   If the Public Utility Commission of Texas or other regulatory authority
      ever lowers, either directly or through a regulatory disallowance--by
      order, rule, or regulation--the prices under this Agreement, then Producer
      may terminate this Agreement by giving written notice of such termination
      to TU Electric within one year after the order, rule, or regulation
      effecting such disallowance or pricing decrease becomes final and
      appealable, whether or not an appeal is filed.

(e)   Future prices for energy payments under this Agreement must be adjusted to
      the recoupment levels allowed by the Public Utility Commission of Texas or
      other regulatory authority or to the prices required by the Public Utility
      Commission of Texas or other regulatory authority.

(f)   Despite the other provisions of this Section:


Renewable Resource Energy Purchase Agreement - Page 14
<PAGE>

      (i)   a party may not terminate this Agreement on the basis of a
            disallowance or pricing alteration as described above if the order,
            rule, or regulation effecting such disallowance or pricing
            alteration was the result of a proceeding initiated by that party,
            directly or indirectly, for the purpose of requesting or obtaining
            such disallowance or pricing alteration;

      (ii)  the future prices for energy payments under this Agreement may not
            be lowered on the basis of a disallowance or pricing decrease as
            described above if the order, rule, or regulation effecting such
            disallowance or pricing decrease was the result of a proceeding
            initiated by TU Electric, directly or indirectly, for the purpose of
            requesting or obtaining such disallowance or pricing decrease; and

      (iii) the future prices for energy payments under this Agreement may not
            be increased on the basis of a pricing increase as described above
            if the order, rule, or regulation effecting such disallowance or
            pricing increase was the result of a proceeding initiated by
            Producer, directly or indirectly, for the purpose of requesting or
            obtaining such disallowance or pricing increase.

3.04 Cooperation. In connection with any proceeding that might result in a
reduction in the level of energy payments as described Section 3.03, TU Electric
agrees that it will not oppose the intervention of Producer in such proceeding
and that it will provide reasonably available information to Producer in order
to assist Producer in defending the terms of this Agreement.

3.05 Governmental Impositions. Producer shall pay to TU Electric, as they may
occur, amounts equal to any taxes, assessments, or other governmental
impositions that TU Electric is required to pay because of its purchase of
electrical energy under this Agreement.

3.06 Records.

(a)   TU Electric shall create and keep (i) meter records and other records
      needed to show the energy generated at the Renewable Resource Facility and
      delivered to TU Electric, and (ii) records of its costs and expenses
      chargeable to Producer under this Agreement.

(b)   Producer shall create and keep (i) meter records and other records needed
      to show the energy generated at the Renewable Resource Facility and (ii)
      maintenance records and operating logs of the generating, control, and
      protective equipment at the Renewable Resource Facility. Producer shall
      also create and keep records of parameters that materially affect the
      production of electrical energy by the Renewable Resource Facility (for
      example, wind profiles, etc.) as well as certain operating cost
      information as described on Exhibit 3.06(b). Producer agrees to share this
      information with TU Electric upon request, along with a summary
      description of operations and maintenance problems incurred and actions
      taken to mitigate the problems, and TU Electric may use the information
      for its own purposes, subject to the confidentiality provisions in Article
      8 of this Agreement.

(c)   Each party shall maintain the records that it is required to create and
      keep under this Section according to generally accepted accounting
      principles, consistently applied. Each party shall keep and maintain those
      records for four years after the respective


Renewable Resource Energy Purchase Agreement - Page 15
<PAGE>

      records are created, and the other party may inspect and audit those
      records during normal business hours upon reasonable advance written
      notice.

3.07 Billing.

(a)   TU Electric shall read the meters in the Interconnection Facilities
      monthly. Within 30 days after the end of a month, TU Electric shall send
      to Producer a statement detailing all amounts due from TU Electric to
      Producer, based upon the meters in the Interconnection Facilities, and all
      amounts due from Producer to TU Electric under this Agreement for the
      month. If the 30 days end on a day that is not a Business Day, then the
      period allowed for sending the above-described statement is extended to
      the end of the next day that is a Business Day. A "Business Day" is any
      day that is not a Saturday, Sunday, or a holiday observed by TU Electric's
      Dallas office.

(b)   TU Electric may offset payments due by Producer to TU Electric, including
      without limitation amounts due under Article 3, against payments due by TU
      Electric to Producer. Payment of any net amount shown to be due by TU
      Electric to Producer must be included with the statement. If the statement
      shows a net amount due from Producer to TU Electric, the payment is past
      due if not made within 20 days after the date the statement is sent.

3.08 Interest on Past Due Bills. Any bills sent by TU Electric to Producer under
this Agreement that are not paid when due and any payments due by TU Electric to
Producer that are not paid when due bear interest, compounded monthly, from the
due date until paid, at the Commercial Paper Rate in effect on the first
Business Day of each calendar month in which interest accrues. "Commercial Paper
Rate" means the lesser of (i) the rate published weekly in the Federal Reserve
Statistical Release for "one month commercial paper" or (ii) the highest rate
permitted by applicable law. If the Federal Reserve Statistical Release is not
published or is otherwise not available, then a weekly average rate must be
determined from the Wall Street Journal for high grade unsecured notes sold
through dealers by major corporations or another recognized financial
publication for similar instruments. In computing the highest rate allowed by
applicable law, the indicated rate ceiling computed under Article
5069-1.04(a)(1) of the Texas Revised Civil Statutes applies.

3.09 Corrections. If either party to this Agreement discovers an error in
billings and payments under this Agreement due to metering or billing errors,
then the billings and payments must be corrected, provided that the party
asserting the error gives the other party notice of the error within one year
after the date of the bill or payment. Any corrections shall include interest at
the Commercial Paper Rate from the date that the incorrect payment was made
until the date of the corrected bill or corrected payment, as the case may be.

                               Article 4. Outages

4.01 Outages.


Renewable Resource Energy Purchase Agreement - Page 16
<PAGE>

(a)   The Renewable Resource Facility, Interconnection Facilities, and TU
      Electric's transmission and distribution system will suffer, from time to
      time, scheduled outages for construction, maintenance, repairs, or
      inspection.

(b)   The Renewable Resource Facility, Interconnection Facilities, and TU
      Electric's transmission and distribution system will be subject, from time
      to time, to forced outages. Forced outages include any reduction or
      cessation of generation, transmission, or distribution caused by breakage
      or malfunction of equipment, machinery, and facilities, or by storm,
      casualty, emergency condition, or other unforeseen causes. Producer and TU
      Electric shall promptly give notice to the other of any forced outage.

4.02 No Liability. Neither party violates this Agreement due to, or is liable to
the other for damages caused by, interruptions or curtailments of the delivery
or receipt of energy generated at the Renewable Resource Facility due to either
a scheduled outage or a forced outage described in Section 4.01, even if the
interruption or curtailment is caused, in whole or in part, by a party's
negligence. This does not limit a party's liability for intentional misconduct.
A party shall diligently perform scheduled maintenance on its facilities and
shall diligently pursue correction of forced outages of its facilities.

                       Article 5. Insurance and Indemnity

5.01 Proof of Coverage.

(a)   During the term of this Agreement, and after that as provided in this
      Article 5, Producer shall provide or cause to be provided to TU Electric
      proof of the insurance required by Section 5.03 by providing two copies of
      an insurance certificate in a form acceptable to TU Electric, certified by
      Producer's insurance broker or insurance company representative, as well
      as certified copies of all required insurance policies.

(b)   Producer shall give TU Electric an opinion letter from Producer's
      insurance agent or from Producer's legal counsel, confirming that the
      insurance policies evidenced in the certificates provide all coverages
      required by this Agreement.

(c)   Producer shall give the initial certificates, opinion letters, and
      certified copies of policies to TU Electric at the earliest practical time
      after execution of this Agreement. Producer shall give copies of all
      subsequent certificates, subsequent opinion letters, and certified copies
      of all subsequent policies to TU Electric at the earliest practical time,
      but never later than 30 days before the then-current policy expires.
      Certificates and policies must provide that TU Electric must be given
      written notice at least 60 days before any material change in, or
      cancellation of, any insurance required by this Article.

5.02 Policies.

(a)   All policies must be written with insurers with an A.M. Best rating of
      "B+, VII" or better or, for insurers not rated by A.M. Best, the insurers
      must be of a quality


Renewable Resource Energy Purchase Agreement - Page 17
<PAGE>

      equivalent to that of an A.M. Best rating of "B+, VII" or better, as
      decided by TU Electric in its sole discretion.

(b)   All liability policies must (i) be written on an occurrence basis, unless
      an occurrence basis policy becomes unavailable, (ii) include TU Electric,
      TU Electric's parent corporation and affiliates, and their respective
      directors, officers, shareholders, agents, servants, and employees ("TU
      Electric Group") as named 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 TU Electric and the other
      named insureds specified above are never responsible for premium payment.
      If Producer does not obtain occurrence basis policies throughout the term
      of this Agreement, then Producer shall maintain all coverages required in
      Section 5.03 in effect for four years after this Agreement terminates or
      expires.

(c)   All policies other than Workers' Compensation Insurance must contain an
      endorsement (if the terminology is not in the printed form) that
      Producer's policy is primary in all instances despite like coverages, if
      any, carried by TU Electric.

5.03 Coverage and Liability Limits. Producer at its sole expense shall, during
the term of this Agreement and for a period of two years after the termination
or expiration of this Agreement, obtain and maintain the following types of
coverage and liability limits. The required limits may be satisfied by any
combination of primary or excess insurance in Producer's sole discretion:

(a)   Employer's Liability Insurance and Worker's Compensation Insurance
      providing statutory benefits in accordance with the laws and regulations
      of the State of Texas. The limits for Employer's Liability Insurance shall
      be at least $1 million per accident, $1 million per employee by disease,
      and $1 million policy limit by disease.

(b)   General Liability Insurance including premises and operations, personal
      injury, broad form property damage, broad form blanket contractual
      liability, including coverage for the indemnification provisions in the
      Agreement, products and completed operations coverage, coverage for
      explosion, collapse and underground hazards and independent contractors
      coverages, with minimum limits of $1 million per occurrence for bodily
      injury including death, and property damage combined.

(c)   Automobile Liability Insurance for coverage of owned, non-owned and hired
      automotive equipment, with a minimum combined single limit of $1 million
      per occurrence for bodily injury and property damage.

(d)   Excess Liability Insurance over and above the Employer's Liability,
      General Liability and Automobile Liability Insurance policies listed
      above, with total Excess Liability coverage of $25 million.


Renewable Resource Energy Purchase Agreement - Page 18
<PAGE>

5.04 Subcontractor Coverage. Producer shall require all of its contractors and
subcontractors to provide adequate insurance coverage that meets the provisions
of Section 5.02(b) above. Any deficiencies in the insurance provided by those
contractors and subcontractors are the sole responsibility of Producer, and
Producer is liable for any deficiencies in the insurance provided by any
contractor or subcontractor.

5.05 Reporting. Producer shall report to TU Electric, in writing, as soon as
practical, all accidents or occurrences resulting in injuries, including death,
and any property damage arising out of the performance of this Agreement.

5.06 Release and Waiver. Producer shall release, and shall require its insurers
(by policy endorsement) to waive their subrogation rights against any member of
the TU Electric Group for loss under the insurance policies described in this
Article, damages to Producer's properties, and any other loss sustained by
Producer, whether insured or not.

5.07 No Liability Limitation. Producer's liability under this Agreement is not
limited to the amount of insurance coverage required in this Article.

5.08 Indemnification.

(a)   Producer agrees to and shall defend, protect, indemnify and hold harmless
      TU Electric Group from and against all claims, losses, expenses, damages,
      demands, judgments, causes of action, suits, and liability in tort,
      contract, or any other basis and of every kind and character whatsoever
      (hereinafter in this and the following paragraphs collectively referred to
      as "CLAIMS"), for personal injury, death, or property damage of Producer,
      Producer's parent and subsidiary corporations, all officers, directors,
      shareholders, owners, employees, affiliated or related firms and entities,
      servants and agents of each ("Producer Group") arising out of or incident
      to, directly or indirectly, this Agreement, including but not limited to,
      CLAIMS arising out of or resulting from (1) any condition of the
      Producer's premises, (2) separate operations being conducted on the
      Producer's premises, or (3) the imperfection or defective condition,
      whether latent or patent, of any material or equipment sold, supplied, or
      furnished by any member of the TU Electric Group and further, it is the
      express intent of the parties that, for the purposes of this paragraph,
      CLAIMS, and Producer's obligations to defend, protect, indemnify and hold
      harmless, will include, but not be limited to, CLAIMS arising out of or
      resulting from any member of TU Electric Group's sole or concurrent (1)
      negligence, (2) strict liability, or (3) other fault of any nature.

(b)   For all CLAIMS except those for personal injury, death or property damage
      of those persons or entities within the scope of the preceding paragraph,
      Producer agrees to and shall defend, protect, indemnify, and hold harmless
      TU Electric Group from and against any and all CLAIMS arising out of or
      incident to, directly or indirectly, this Agreement, including but not
      limited to, CLAIMS arising out of or resulting from (1) any condition of
      the Producer's premises, (2) separate operations being conducted on the
      Producer's premises, or (3) the imperfection or defective condition,
      whether latent or patent, of any material or equipment sold, supplied, or
      furnished by any member of the TU Electric Group; and further, it is the
      express intent of the parties that, for the purpose of this


Renewable Resource Energy Purchase Agreement - Page 19
<PAGE>

      paragraph, CLAIMS, and Producer's obligations to defend, protect,
      indemnify and hold harmless, shall include, but not be limited to, CLAIMS
      arising out of or resulting from any member of TU Electric Group's
      concurrent (1) negligence, (2) strict liability, or (3) other fault of any
      nature.

(c)   Producer shall pay all costs and expenses, including reasonable attorneys'
      fees, arising from any CLAIM as to which a person or entity is indemnified
      under this Section 5.08.

(d)   Nothing in this Section limits a party's liability for intentional
      misconduct or requires Producer to indemnify TU Electric for claims for TU
      Electric's intentional misconduct.

5.09 Survival of Article. This Article survives the termination or expiration of
this Agreement.

                    Article 6. Term and Uncontrollable Force

6.01 Term.

(a)   This Agreement is effective on the date first stated above, and unless
      terminated earlier under other provisions of this Agreement it will
      continue in effect for 15 years from the Commercial Operation Date or, if
      either the option under Section 6.02(a) or the option under Section
      6.02(c) is exercised, until 20 years after the Commercial Operation Date,
      or, if either the option under Section 6.02(b) or the option under Section
      6.02(d) is exercised, until 25 years after the Commercial Operation Date.

(b)   If Producer has failed to attain Commercial Operation status on or before
      the latest of (i) November 30, 1996, (ii) 18 months after the Public
      Utility Commission of Texas approves a CCN for the Interconnection
      Facilities, and (iii) 18 months after the Public Utility Commission of
      Texas approves this Agreement to both parties' satisfaction, then TU
      Electric has the option to immediately terminate this Agreement upon
      written notice to Producer.

(c)   If Producer ceases to deliver energy to TU Electric from the Renewable
      Resource Facility for a period exceeding 45 consecutive days, exclusive of
      failures to deliver energy caused by outages of facilities on TU
      Electric's side of the Point of Interconnection, then TU Electric has the
      option to terminate this Agreement upon written notice to Producer,
      subject to Producer's cure rights under Section 6.06.

6.02 Option to Extend Term.

(a)   TU Electric, at its option, may extend the term of this Agreement to a
      date that is 20 years after the Commercial Operation Date. TU Electric may
      exercise this option by giving Producer written notice at any time between
      a date that is 13 years after the Commercial Operation Date and a date
      that is 14 years after the Commercial Operation Date. If TU Electric
      exercises this option, payments by TU Electric to Producer for


Renewable Resource Energy Purchase Agreement - Page 20
<PAGE>

      electrical energy must be made at rates that are 0.5% higher in each
      calendar year than the rate in effect in the immediately preceding
      calendar year.

(b)   If TU Electric has extended the term of this Agreement by exercising its
      option under Section 6.02(a), then TU Electric, at its option, may extend
      the term of this Agreement to a date that is 25 years after the Commercial
      Operation Date. TU Electric may exercise this option by giving Producer
      written notice at any time between a date that is 18 years after the
      Commercial Operation Date and a date that is 19 years after the Commercial
      Operation Date. If TU Electric exercises this option, payments by TU
      Electric to Producer for electrical energy must be made at rates that are
      0.5% higher in each calendar year than the rate in effect in the
      immediately preceding calendar year.

(c)   If TU Electric does not exercise its option under Article 9, and if TU
      Electric does not exercise its option under Section 6.02(a), then Producer
      may extend this Agreement to a date that is 20 years after the Commercial
      Operation Date. Producer may exercise this option by giving TU Electric
      written notice at any time between a date that is 14 years after the
      Commercial Operation Date and a date that is 14 years and six months after
      the Commercial Operation Date. If Producer exercises this option, payments
      by TU Electric to Producer for electrical energy must be made at rates
      that are at TU Electric's Rate LPP or its successor tariff, or if no such
      tariff exists at that time, then at rates that are 95% of TU Electric's
      avoided energy costs, determined monthly.

(d)   If TU Electric does not exercise its option under Article 9, and if TU
      Electric does not exercise its option under Section 6.02(b), and if
      Producer has exercised its option under Section 6.02(c), then Producer may
      extend this Agreement to a date that is 25 years after the Commercial
      Operation Date. Producer may exercise this option by giving TU Electric
      written notice at any time between a date that is 19 years after the
      Commercial Operation Date and a date that is 19 years and six months after
      the Commercial Operation Date. If Producer exercises this option, payments
      by TU Electric to Producer for electrical energy must be made at rates
      that are at TU Electric's Rate LPP or its successor tariff, or if no such
      tariff exists at that time, then at rates that are 95% of TU Electric's
      avoided energy costs, determined monthly.

6.03 Regulatory Approval. Producer may not deliver any energy to the TU Electric
system at any rate other than Rate LPP until the Public Utility Commission of
Texas (i) approves this Agreement, (ii) grants an exception to its substantive
rules that allows TU Electric to recover the payments that it makes to Producer
under this Agreement through a purchased power cost recovery factor, and (iii)
makes findings of fact and conclusions of law that are reasonably satisfactory
to both Producer and TU Electric. Findings of fact and conclusions of law that
are reasonably satisfactory include without limitation findings of fact and
conclusions of law that are substantially the same as the following:

      The prices, terms, and conditions of this Agreement were reasonable at the
      time this Agreement was entered into.

      This Agreement is a voluntary contractual arrangement between TU Electric
      and Producer.


Renewable Resource Energy Purchase Agreement - Page 21
<PAGE>

      Purchase of renewable energy at the level provided under this Agreement is
      a reasonable and appropriate component of TU Electric's 1995 Integrated
      Resource Plan.

      The reasonableness and necessity of the prices, terms, and conditions of
      this Agreement and of TU Electric's decision to enter into this Agreement
      are properly determined based on the facts and circumstances existing at
      the time this Agreement was entered into.

      The prices, terms, and conditions of this Agreement and TU Electric's
      entry into this Agreement were prudent and reasonable, given the
      information and alternatives available to TU Electric at the time at which
      this Agreement was entered into.

      TU Electric's action in entering into this Agreement was reasonable and in
      the public interest.

      The pricing provisions and other terms of this Agreement are more
      favorable to TU Electric's customers than other proposed projects
      available to TU Electric from renewable resources of like technology.

      The price premium on electrical energy to be purchased by TU Electric
      under this Agreement, relative to conventional fossil-fueled generation
      that it will displace, is reasonable in light of the benefits that this
      Agreement will provide on the whole.

      The contingencies in this Agreement are reasonable.

      The payments that TU Electric will make to Producer under this Agreement
      are reasonable and necessary operating expenses of TU Electric.

      Good cause exists to grant an exception to the Public Utility Commission
      of Texas Substantive Rule 23.23, which exception allows the payments to be
      made by TU Electric to Producer under this Agreement to be recovered under
      a purchased power cost recovery factor.

If such approval, granting of an exception, findings of fact, and conclusions of
law are not obtained in a form that is reasonably satisfactory to both Producer
and TU Electric by the later of (i) May 1, 1995, or (ii) 270 days after TU
Electric files an application requesting approval of this Agreement by the
Public Utility Commission of Texas, then either party may immediately terminate
this Agreement upon written notice to the other party sent on or before the
later of (i) June 1, 1995, or (ii) 300 days after TU Electric files an
application requesting approval of this Agreement by the Public Utility
Commission of Texas. In the event of a termination under this Section, Producer
shall pay any Interconnection Costs, or other costs, due to TU Electric under
other provisions of this Agreement, in accordance with Article III. In lieu of
terminating this Agreement, either party may elect, by a written notice given to
the


Renewable Resource Energy Purchase Agreement - Page 22
<PAGE>

other party on or before the later of (i) July 1, 1995, or (ii) 330 days after
TU Electric files an application requesting approval of this Agreement by the
Public Utility Commission of Texas, to substitute the energy prices set out in
TU Electric's Rate LPP for the energy prices set out in this Agreement. If the
party receiving such a notice is not willing to proceed with this Agreement at
the energy prices set out in Rate LPP, then it can terminate this Agreement upon
written notice given to the other party sent on or before the later of (i)
August 1, 1995, or (ii) 360 days after TU Electric files an application
requesting approval of this Agreement by the Public Utility Commission of Texas.

6.04 Insolvency. Besides the other causes for termination provided in this
Agreement, a party (the "terminating party") may terminate this Agreement
immediately upon written notice to the other party (the "insolvent party"),
without any liability or responsibility under this Agreement, and without
prejudice to any other power, right, or remedy that the party may have under
this Agreement, if (a) the insolvent party files a voluntary petition under the
bankruptcy or insolvency laws, (b) an involuntary proceeding is initiated
against the insolvent party under the bankruptcy or insolvency laws, which
involuntary proceeding remains undismissed for 180 consecutive days, or (c) the
insolvent party cannot meet its debts in the ordinary course of business.
However, this Agreement does not terminate if, within 10 days after the
insolvent party receives written notice of the proposed termination, the
insolvent party, as debtor-in-possession, or the insolvent party's trustee,
receiver, assignee, or custodian, whichever is obligee under this Agreement, in
writing affirms this Agreement and proves, to the terminating party's
satisfaction, the ability to fulfill the insolvent party's obligations under
this Agreement.

6.05 Uncontrollable Force.

(a)   An "Uncontrollable Force" is an act of God, strike, lockout, shortage of
      material or labor, restriction by any governmental authority, civil riot,
      flood, or any other cause not within the reasonable control of the party.

(b)   If either party is wholly or partly unable to perform any of its
      obligations under this Agreement, including without limitation Producer's
      obligation to attain Commercial Operation status by a date certain under
      Section 6.01(b), because of Uncontrollable Force, that party is excused to
      the extent that its performance is affected by the Uncontrollable Force
      if:

      (i)   the nonperforming party gives the other party, within 14 days after
            the Uncontrollable Force begins, written notice describing the
            particulars of the Uncontrollable Force;

      (ii)  the nonperforming party gives the other party, within 30 days after
            the Uncontrollable Force begins, a written explanation of the
            Uncontrollable Force and its effect on the nonperforming party's
            performance;

      (iii  the suspension of performance is of no greater scope and of no
            longer duration than the Uncontrollable Force requires; and


Renewable Resource Energy Purchase Agreement - Page 23
<PAGE>

      (iv   the nonperforming party uses its reasonable efforts to remedy its
            inability to perform.

      When the nonperforming party can resume performance of its obligations
      under this Agreement, that party shall give the other party written notice
      to that effect.

(c    No Uncontrollable Force condition extends this Agreement's term.

(d    Any excuse of non-performance due to an Uncontrollable Force condition
      cannot last longer than 180 days except upon the performing party's
      written consent, which the performing party may give or withhold in its
      sole discretion. If the Uncontrollable Force condition is not removed
      within 180 days, then Uncontrollable Force ceases to excuse
      non-performance.

(e    TU Electric may exercise the rights granted in Sections 2.06(c) and
      2.06(d) if Producer violates Section 2.06, even though an Uncontrollable
      Force caused the violation.

6.06 Termination.

(a   If:

      o     either party materially breaches any warranty it makes in this
            Agreement, or

      o     either party materially fails to fulfill any obligation it has under
            this Agreement, or

      o     if any representation either party makes in this Agreement becomes,
            after the date of this Agreement, materially inaccurate, or is
            discovered to have not been materially accurate when made,

      then the party to whom the representation or warranty was made, or to whom
      the obligation was due, (the "Non-defaulting Party") may, besides any
      other remedies that may be available at law or in equity, terminate this
      Agreement upon 30 days advance written notice to the other party (the
      "Defaulting Party"), the 30 days commencing with the date of the other
      party's receipt of the notice. If, by the end of the 30-day period, the
      Defaulting Party has cured the breach, misrepresentation, or default, then
      the default ceases to exist, and this Agreement is not terminated. For any
      breach, misrepresentation, or default other than the payment of money, if
      breach, misrepresentation, or default cannot reasonably be cured within 30
      days, and if the Defaulting Party begins work or other efforts to cure the
      breach, misrepresentation, or default within 30 days after receipt of the
      notice and then prosecutes the curative work with reasonable diligence
      until the curative work is completed, and if as a result the breach,
      misrepresentation, or default is cured within 90 days after the receipt of
      the notice, then the breach, misrepresentation, or default specified in
      the notice ceases to exist, and this Agreement is not terminated.

(b    The rights to terminate in Section 6.06(a) are in addition to the rights
      to terminate this Agreement given in the following Sections of this
      Agreement, and the rights of a party to cure a default under Section
      6.06(a) do not apply to termination rights given in, the following
      Sections of this Agreement: 1.03(e), 2.06(c), 3.03(c), 3.03(d), 6.01(b),
      6.03, and 6.04.


Renewable Resource Energy Purchase Agreement - Page 24
<PAGE>

(c    A person that is providing debt or equity financing for Producer in
      connection with the Renewable Resource Facility may cure any of Producer's
      defaults under this Agreement, and the effect of that cure is the same as
      if Producer had cured the default.

6.07 No Consequential Damages. Except as otherwise provided in Section 5.08,
neither party is liable to the other for any special, indirect, or consequential
damages or injury that may occur, in whole or in part, as a result of the breach
of any contract, a tort, or any other cause, whether or not a party had
knowledge of the circumstances that resulted in the special, indirect, or
consequential damages, or could have foreseen that such damages would occur.
Special, indirect, or consequential damages include--as representative examples
and without limiting the phrase--lost profits, lost production time, lost
business, lost work-in-process, claims of customers, replacement power, value of
employees' lost time, delayed production of goods, loss of goodwill, increased
costs, increased interest expense, and inability to make required payments.

              Article 7. Representations and Warranties

7.01 Representations and Warranties. Besides the other representations,
obligations, and warranties of Producer, Producer now represents and warrants
unconditionally to TU Electric that:

(a    Producer is a limited partnership duly organized, validly existing, and in
      good standing under Delaware law and is duly authorized to do business in
      Texas.

(b    Producer has full power and lawful authority to accomplish, execute, and
      fulfill all of its obligations and duties under this Agreement.

(c    The Renewable Resource Facility is a Qualifying Facility, as that term is
      used and defined in 18 C.F.R. (Code of Federal Regulations) Part 292 as of
      the date of this Agreement, and Producer shall provide TU Electric with
      certification by the Federal Energy Regulatory Commission of that
      qualifying status under 18 C.F.R.ss.292.207(b) before the Partial
      Commercial Operation Date. Producer covenants that it shall maintain the
      Renewable Resource Facility as a Qualifying Facility.

(d    Producer and New World will use reasonable efforts to obtain rights to
      manufacture and sell the Enercon model E-40, 500 kW wind turbine generator
      in North America. Upon request by TU Electric, Producer shall give TU
      Electric documentation showing those reasonable efforts and their results.

(e    If either Producer, or New World, or any affiliate of New World is
      successful in obtaining rights to manufacture the Enercon model E-40, 500
      kW wind turbine in North America and such rights result in a material
      favorable reduction in overall project costs as a result of the
      elimination of import duties or transportation costs, then Producer shall


Renewable Resource Energy Purchase Agreement - Page 25
<PAGE>

      negotiate in good faith with TU Electric to arrive at a mutually
      satisfactory arrangement to share any savings arising from such reduction
      in costs.

(f    New World has established a business alliance with Westinghouse Electric
      Corporation. Producer and New World will use reasonable efforts to use the
      Westinghouse facility in Round Rock, Texas, or other facilities in TU
      Electric's service area for fabrication of the wind turbines to the
      fullest extent economically practical. Upon request by TU Electric,
      Producer shall give TU Electric documentation showing those reasonable
      efforts and their results.

(g    Producer will use the services of vendors located within the TU Electric
      service area to the extent economically practical. Producer will solicit
      and consider bids from such local vendors for work and materials such as
      anchor bolts, steel support structures, electrical equipment, road
      construction, etc. Upon request by TU Electric, Producer shall give TU
      Electric documentation showing that its use of vendors in TU Electric's
      service area was to the extent economically practical.

(h    Producer will ensure that minority-owned and women-owned businesses have
      equal opportunities to participate in its purchase of materials and
      services for, and its construction, operation, and maintenance of, the
      Renewable Resource Facility. Upon request by TU Electric, Producer shall
      give TU Electric documentation showing the steps that it has taken to
      ensure such equal opportunities and the results of those steps.

(i    The major items installed (i.e., wind turbines, power conditioning
      equipment, etc.) at the Renewable Resource Facility are newly manufactured
      and state-of-the-art technology.

(j    If technology improves, and Producer, in its sole judgement, decides to
      retrofit the Renewable Resource Facility with improved, more economical,
      or more efficient technology, and if TU Electric approves the proposed
      retrofit under Section 1.05(c), Producer will share the savings with TU
      Electric. In that event, Producer and TU Electric agree to negotiate in
      good faith about a methodology to share those savings.

(k    Producer will use its best efforts to ensure that the Commercial Operation
      Date occurs no later than 90 days after the Phase One Commercial Operation
      Date. Upon request by TU Electric, Producer shall give TU Electric
      documentation showing those best efforts and their results.

(l    Producer will use its reasonable efforts to assure that the Renewable
      Resource Facility is maintained in accordance with prudent industry
      utility practices for the same or similar facilities.

                           Article 8. Confidentiality


Renewable Resource Energy Purchase Agreement - Page 26
<PAGE>

8.01 Scope. Information that qualifies as Confidential Information is trade
secret information that concerns the internal aspects of the Renewable Resource
Facility, such as cost of materials, cost of equipment, pro formas, certain
third party agreements, and site-specific wind profiles. Information that
directly affects TU Electric or its customers--such as the quantities of
electrical energy produced or to be produced, the prices for electrical energy,
amounts paid, and the terms and conditions of this Agreement--cannot be claimed
to be Confidential Information, and TU Electric does not agree to keep it
confidential.

8.02 Obligation. TU Electric agrees-for itself, its parent, subsidiary, and
affiliated corporations, and their respective directors, officers, employees,
and representatives, including without limitation, attorneys, accountants, and
consultants (all collectively called "Affiliated Persons")--that it will
exercise its best efforts to avoid distributing or disclosing Confidential
Information, as defined above, to any person, corporation, or entity other than
TU Electric's Affiliated Persons, except as follows:

(a    TU Electric may disclose Confidential Information under the valid order of
      an administrative or judicial officer having jurisdiction. TU Electric
      must oppose such an order unless opposition to it is waived in writing by
      Producer, which waiver may not be unreasonably withheld. TU Electric is
      not required to oppose any order requiring disclosure in any judicial or
      administrative proceeding by appeal, separate legal proceeding, or
      extraordinary measures if TU Electric gives Producer written notice of the
      order, and Producer does not, within 10 days after receiving the notice,
      agree to pay the reasonable costs (including attorney's fees) of any
      opposition by appeal, separate legal proceeding, or extraordinary
      measures.

(b    TU Electric may disclose Confidential Information to governmental or
      regulatory officials or the public as required by any law, regulation, or
      order, including without limitation laws or regulations requiring
      disclosure of financial information, information material to financial
      matters, and filing of financial reports, but TU Electric shall make
      reasonable efforts to restrict public access to the documents or other
      information disclosed, by protective order or otherwise.

(c    TU Electric may disclose Confidential Information as it deems necessary or
      advisable to state and recover its costs through its rates from its
      customers or to obtain any other regulatory approval or action that it
      deems necessary or advisable, but TU Electric shall make reasonable
      efforts to restrict public access to the documents or other information
      disclosed, by protective order or otherwise.

TU Electric's obligations under this Article do not apply to any information (1)
that is already in, or that comes into, the public domain, (2) that is in TU
Electric's possession before Producer's response is submitted, or (3) that TU
Electric obtains from other sources.

8.03 Term. TU Electric's obligations to not disclose or distribute the
Confidential Information are effective for 21 years from the date of this
Agreement. TU Electric may terminate its obligation as to any Confidential
Information at any time before that by returning the Confidential Information to
Producer. Such an early termination only affects the


Renewable Resource Energy Purchase Agreement - Page 27
<PAGE>

Confidential Information returned and does not affect TU Electric's obligations
as to other Confidential Information in its possession.

                          Article 9. Option to Purchase

9.01 Grant of Option. When the term of this Agreement expires, TU Electric may,
at its option, purchase the Renewable Resource Facility, associated facilities,
all of Producer's land rights and interests in land associated with the
Renewable Resource Facility, including without limitation easements for ingress
and egress, rail transportation, electric transmission and distribution
facilities, communication lines, and other utility services (collectively the
"Property") and all contracts, contract rights, and legal rights associated with
the Property (the "Contract Rights"), as provided after this. If this Agreement
expires under its terms, the option period is 150 days, commencing one year
before the term of this Agreement expires. If this Agreement is terminated
before its stated term ends, then the option period is 150 days commencing on
the effective date of the termination. This option, this Article 9, and Section
10.04 of this Agreement survive the termination or expiration of this Agreement.

9.02 Information.

(a    Producer shall give a copy of all of the following described documents to
      TU Electric as soon as is reasonably practical:

      (i    documents concerning the financing and any refinancing of the
            Renewable Resource Facility and any modifications to those
            documents; and

      (ii   documents concerning the land rights and interests in land that are
            associated with the Renewable Resource Facility and any
            modifications to those documents.

(b    TU Electric may request information as to the Renewable Resource Facility,
      its costs of construction and operations, and other information pertinent
      to exercise of any option:

      (i    during the thirteenth, fourteenth, and fifteenth years of the term
            of this Agreement;

      (ii   if TU Electric exercises its first option to extend the term of this
            Agreement, then during the eighteenth, nineteenth, and twentieth
            years of the term of this Agreement;

      (iii  if TU Electric exercises its second option to extend the term of
            this Agreement, then during the twenty-third, twenty-fourth, and
            twenty-fifth years of the term of this Agreement; and

      (iv   if this Agreement is terminated earlier than its stated term, then
            during the 210 days after the effective date of termination.


Renewable Resource Energy Purchase Agreement - Page 28
<PAGE>

      Producer must promptly furnish the information so requested and may never
      furnish the information later than 30 days after it receives the request.

(c    If Producer fails or refuses to furnish any information requested under
      Section 9.02(b) within 30 days, then:

      (i    TU Electric has 60 days from the request to conduct any reasonable
            investigation at Producer's expense to obtain the information; and

      (ii   the option period is automatically extended 30 days, making the
            option period 180 days.

9.03 Manner of Exercise. TU Electric may exercise any option granted in this
Article by giving written notice to Producer before the end of the option
period. If TU Electric fails to give notice within that period, then the option
terminates.

9.04 Title. Title to be conveyed to the Property must be marketable title, free
and clear of all liens, encumbrances, restrictions, and easements created or
knowingly allowed by Producer.

9.05 Possession and Risk of Loss. Producer shall continue in possession of the
Property until closing and shall maintain it in its then-present condition,
reasonable wear from ordinary use excepted. Possession must be transferred to TU
Electric on closing. Risk of loss from fire or other casualty to the Property is
Producer's until transfer of possession. Producer shall maintain adequate
insurance against loss, including extended coverage, during that period. In case
of damage to the Property by fire or other casualty after TU has exercised one
of its options but before closing, TU Electric may either (a) terminate the
option by written notice to Producer, or (b) give Producer written notice that
the insurance proceeds are to be used to repair the Property, have the Fair
Market Value redetermined, and go forward with the purchase option. Producer
must transfer all insurance policies on the Property to TU Electric at closing,
at TU Electric's option.

9.06 Closing Date.

(a    The purchase must be closed on or before the latest of (i) the first
      business day following expiration of this Agreement, (ii) if this
      Agreement is terminated earlier than its stated term, the first business
      day that is 300 days after this Agreement is terminated earlier than its
      stated term, and (iii) 15 days after determination of Fair Market Value
      under Subsection 9.09(a)(i).

(b    If final regulatory approval is not obtained by the closing date, as
      extended, or if the approval is not satisfactory to TU Electric, it may
      withdraw its exercise of the option without penalty or other liability.

9.07 Environmental Matters.

(a    If the option described in Section 9.01 is exercised, then Producer shall,
      within 90 days after delivery of the notice of exercise, secure and submit
      to TU Electric an environmental report covering the Property issued by a
      person who is satisfactory to TU


Renewable Resource Energy Purchase Agreement - Page 29
<PAGE>

      Electric. Within 10 days after that TU Electric shall give written notice
      to Producer of any defects in or objections to the Property's
      environmental condition described in that report, and Producer shall
      remedy those defects and objections as soon as practicable but never later
      than closing. If Producer does not remedy the defects and objections or
      submit evidence of an ability and a plan to do so before closing, and the
      failure continues for 120 days after the date the option was exercised,
      then TU Electric may:

      (i    remedy the defects and objections to the extent so required before
            closing and charge the cost of remedy to Producer; or

      (ii   terminate the option by giving written notice to Producer any time
            before the closing date determined under Section 9.06.

(b    Producer represents and warrants that the Property will comply with, at
      closing, the following environmental conditions:

      (i    No Hazardous Materials are present on the Property except in a
            manner acceptable to the United States Environmental Protection
            Agency, the Texas Water Commission, the Texas Department of Health,
            or the Texas Railroad Commission, or the successors of those
            entities. "Hazardous Materials" means (A) any petroleum products,
            radioactive materials, or any other substance or material defined as
            a hazardous or toxic substance or waste by any federal, state, or
            local law, ordinance, rule, or regulation, (B) any asbestos or
            asbestos-containing substance, whether or not defined as hazardous
            or toxic, and (C) industrial solid waste regulated by the Texas
            Industrial Solid Waste Act or any successor or similar legislation.

      (ii   Producer has not been identified in any litigation, administrative
            proceeding, or investigation as a potentially responsible party for
            any liability under any federal, state, or local law, ordinance,
            rule, regulation, or order with respect to the investigation,
            generation, transportation, disposal, release, discharge, removal,
            or remediation of Hazardous Materials at or from the Property.

      (iii  Other than in connection with the Renewable Resource Facility's
            operation and in compliance with all applicable federal, state, and
            local laws, ordinances, rules, regulations, and orders, none of the
            Property contains, or is now, or ever has been, used by Producer to
            generate, manufacture, refine, produce, treat, store, handle,
            dispose of, transfer, process, build, or transport Hazardous
            Materials.

      (iv   The Property complies with all applicable federal, state, and local
            environmental standards and requirements affecting the Property and
            has no environmental conditions that could interfere with the
            Renewable Resource Facility's continued operation.

      (v    No underground storage tanks are or have been used to store
            Hazardous Materials on the Property.


Renewable Resource Energy Purchase Agreement - Page 30
<PAGE>

9.08 Closing. At closing, Producer shall convey to TU Electric the Property and
shall assign to TU Electric (and TU Electric shall assume) such of the Contract
Rights as TU Electric may elect. Taxes and assessments for the current year,
rentals under existing leases and tenancies, and payments under contracts being
assumed must be prorated between the parties as of the closing date.

9.09 Purchase Price.

(a    (i    The purchase price is the Property's Fair Market Value. "Fair Market
            Value" must be determined according to industry standards for
            similar facilities; current use and the value of Renewable Resource
            Facility licenses and permits may be considered. No value may be
            attributed because of this Agreement.

      (ii   (A0   If the parties have not agreed upon Fair Market Value by 120
                  days before this Agreement expires, then either TU Electric or
                  Producer may give written notice to the other requesting
                  determination of Fair Market Value by appraisal, and TU
                  Electric and Producer shall then consult to appoint a mutually
                  acceptable qualified independent appraiser.

            (B0   If this Agreement is terminated before its stated expiration
                  date, then if the parties have not agreed upon Fair Market
                  Value within 20 days after this Agreement is terminated, then
                  either TU Electric or Producer may give written notice to the
                  other requesting determination of Fair Market Value by
                  appraisal, and TU Electric and Producer shall then consult to
                  appoint a mutually acceptable qualified independent appraiser.

      (iii  If the parties are unable to agree on an appraiser within 20 days
            after the notice is given, then Fair Market Value must be determined
            by a panel of three independent appraisers. TU Electric may select
            one appraiser, and Producer may select another appraiser; however,
            if either TU Electric or Producer fails to notify the other party in
            writing of the appraiser it has selected within 30 days after the
            notice is given, then the American Arbitration Association (or its
            successor) must select an appraiser for that party. The two
            appraisers selected shall select the third appraiser or, if they do
            not agree on a third appraiser within 10 days after each of the two
            appraisers has been selected, then the American Arbitration
            Association (or its successor) must choose the third appraiser.

      (iv   The appraiser or appraisers appointed must be instructed to
            determine the Fair Market Value within 45 days after the
            appointment. The determination of the appraiser or appraisers is
            final and binding upon the parties. If three appraisers are
            appointed, the determination of the appraiser that differs most from
            the second highest determination of all three appraisers must be
            excluded, the remaining two determinations must be averaged, and
            that average is the determination of the appraisers.


Renewable Resource Energy Purchase Agreement - Page 31
<PAGE>

      (v    TU Electric shall pay the fees and expenses of the appraiser
            appointed by or for TU Electric, Producer shall pay the fees and
            expenses of the appraiser appointed by or for Producer, and the
            parties shall each pay one-half of the fees and expenses of the
            third appraiser.

(b    TU Electric shall also assume Producer's obligations under any Contract
      Rights that TU Electric elects to assume in its notice exercising its
      option.

9.10 Assignment of Option. As long as TU Electric remains obligated to pay the
purchase price for the Property, TU Electric may assign any of its options,
before or after their exercise, to any wholly-owned subsidiary of Texas
Utilities Company or to any of its subsidiaries and one or more third parties or
to a partnership, corporation, or other entity owned by any of its subsidiaries
and one or more third parties.

9.11 Memorandum of Option. Producer shall execute, acknowledge, and deliver a
Memorandum of Option in the form attached as Exhibit 9.11 and agrees that TU
Electric may record the Memorandum in the records of the County Clerk in each
county in which the Property is located.

                            Article 10. Miscellaneous

10.01 Subject to Regulation. This Agreement may be subject to regulation by
regulatory authorities having jurisdiction. The parties do not intend by this
paragraph to confer or extend jurisdiction over this Agreement to any regulatory
authority.

10.02 Assignment. Producer may assign this Agreement for collateral security
purposes, but Producer may not otherwise assign this Agreement or any of its
rights, duties, or obligations under this Agreement without TU Electric's prior
written consent, which may not be unreasonably withheld or delayed. Any
attempted assignment that violates this Section is void and ineffective against
TU Electric. TU Electric may assign this Agreement, in whole or in part, to any
person or entity without obtaining Producer's consent. No assignment of this
Agreement releases the assignor from liability under this Agreement. This
Agreement inures to the benefit of and binds both (a) TU Electric, its
successors, and its assigns allowed under this Agreement, and (b) Producer, its
successors, and its assigns allowed under this Agreement.

10.03 Time Is of Essence. Time is of the essence with regard to performance of
this Agreement.

10.04 Notices.

(a    Any notices, demands, or requests required or authorized by this
      Agreement, or any other instrument or document required or authorized to
      be tendered or delivered by either party, must be in writing and
      personally delivered or sent by certified mail, return 


Renewable Resource Energy Purchase Agreement - Page 32
<PAGE>

      receipt requested (except that billing statements and payments may be by
      regular mail), postage prepaid, to:

     (i   If to TU Electric:

          (A0 with respect to operations:   (B0 with respect to all other
                                                matters:

              Generation Coordinator            Manager, Non-Utility Purchases
              Texas Utilities Electric Company  Texas Utilities Electric Company
              2233-B Mountain Creek             Skyway Tower                  
              Parkway                           400 North Olive St., L.B. 81  
              Dallas, Texas 75211               Dallas, TX 75201              
              Telephone:  214-944-7404          
              Facsimile:  214-330-4598          

     (ii  If to Producer:

          Al Austin, Secretary
          New World Power Corporation
          558 Lime Rock Road
          Lime Rock, Connecticut 06039
          Facsimile:  203-435-0505

(b    Producer may designate by written notice one additional person to receive
      operational notices.

(c    Producer shall, before the Phase One Partial Commercial Operation Date,
      notify TU Electric in writing of one or more telephone numbers that will
      be answered by a representative of Producer for 24 hours every day.

(d    The person to receive notices or the address for such notices may be
      changed by written notice from one party to the other party under this
      Section. Any written notice, demand, or request given under this Section
      is deemed to be given upon the earlier of (i) actual receipt, or (ii)
      deposit in the U.S. mail, properly addressed, and with adequate postage.
      If a party is required to take some action within a certain time, which
      period is begun by a notice given by mail, then the time is extended by
      three Business Days. Routine operational notices and communications and
      notices during an emergency or other unforeseen event may be made in
      person or by telephone.

(e    TU Electric shall send a copy of any notices of default by Producer to one
      person designated by Producer to receive notices on behalf of parties
      providing debt or equity financing to Producer in connection with the
      Renewable Resource Facility. Producer may designate or redesignate such a
      person to receive copies of notices by sending a written designation to TU
      Electric.


Renewable Resource Energy Purchase Agreement - Page 33
<PAGE>

10.05 No Rights of Third Parties. This Agreement is intended only for the
parties' benefit. Nothing in this Agreement may be construed to create any duty
to, any standard of care concerning, or any liability to, any person not a party
to this Agreement.

10.06 Subject to Applicable Laws. This Agreement is subject to applicable
federal, state, and local laws, ordinances, rules, and regulations. Nothing in
this Agreement may be construed as a waiver of any right to question or contest
any law, ordinance, rule, regulation, or asserted regulatory jurisdiction.

10.07 No Partnership. This Agreement is not intended to create and does not
create an association, joint venture, or partnership between the parties or to
impose any partnership obligation or liability upon either party. Neither party
has any right, power, or authority to enter any agreement or undertaking for, or
act on behalf of, or to act as or be an agent or representative of, or to
otherwise bind, the other party.

10.08 Amendment. This Agreement may be amended any time, but only by a written
agreement signed by both parties to this Agreement.

10.09 No Waiver. The waiver of a breach of any provision of this Agreement does
not waive any other breach of that provision or of any other provision.

10.10 Captions. The captions of the various articles and sections of this
Agreement are for convenience and reference only and do not limit or define any
terms and provisions of this Agreement.

10.11 Complete Agreement. This Agreement (with its Exhibits) represents the
parties' final and mutual understanding concerning its subject matter. It
replaces and supersedes any prior agreements or understandings, whether written
or oral. No representations, inducements, promises, or agreements, oral or
otherwise, have been relied upon or made by any party, or anyone on behalf of a
party, that are not fully expressed in this Agreement. An agreement, statement,
or promise not contained in this Agreement is not valid or binding.

10.12 Governing Law. This Agreement shall be governed by, construed and enforced
in accordance with Texas law. The parties agree that the proper venue and
jurisdiction for any cause of action relating to this Agreement shall be in
Dallas County, Texas.

10.13 Severability. In the event any provision of this Agreement is held to be
void, unlawful, or otherwise unenforceable, that provision will be severed from
the remainder of the Agreement, and replaced automatically by a provision
containing terms as nearly like the void, unlawful, or unenforceable provision
as possible; and the Agreement, as so modified, will continue to be in full
force and effect. If the application of any provision of this Agreement to any
person or circumstance is held to be void, unlawful, or unenforceable, then that
provision remains valid, lawful, and enforceable as applied to other persons and
circumstances.


Renewable Resource Energy Purchase Agreement - Page 34
<PAGE>

10.14 Exhibits. The Exhibits attached to this Agreement and listed in the Table
of Contents are incorporated in this Agreement and made a part of this Agreement
as if repeated verbatim in this Agreement.

10.15 Construction. In this Agreement, the following rules of construction
apply, unless expressly provided otherwise or unless the context clearly
requires otherwise:

(a    The singular includes the plural, and the plural includes the singular.
      The present tense includes the future tense, and the future tense includes
      the present tense. Words importing any gender include the other gender.

(b    The word "shall" denotes a duty. The word "must" denotes a condition
      precedent or subsequent. The word "may" denotes a privilege or
      discretionary power. The phrase "may not" denotes a prohibition.
      References to "writing" include printing, typing, lithography, and other
      means of reproducing words in a tangible visible form. The words
      "including", "includes", and "include" are deemed to be followed by the
      words "without limitation."

(c    References to Articles, Sections (or subdivisions of Sections), Exhibits,
      annexes, appendices, or schedules are to this Agreement, unless expressly
      stated otherwise. References to statutes, tariffs, or regulations include
      all statutes, tariffs, or regulations consolidating, amending, or
      replacing the statute, tariff, or regulation referred to. References to
      industry publications (such as IEEE 519) include all publications
      consolidating, amending, or replacing the publication referred to.
      References to agreements and other contractual instruments include all
      subsequent amendments and other modifications to the instruments, but only
      to the extent the amendments and other modifications are not prohibited by
      this Agreement. References to persons or entities include their respective
      successors and permitted assigns and, for governmental entities, entities
      succeeding to their respective functions and capacities.

10.16 Delivery of Copy of Agreement. TU Electric has delivered a copy of this
Agreement to Producer for its review; that delivery does not constitute an offer
to Producer. This Agreement is not effective until a copy executed by Producer
is delivered to and executed by TU Electric.

      Executed as of the date first stated above.


Renewable Resource Energy Purchase Agreement - Page 35
<PAGE>

     New World Power Texas                Texas Utilities Electric Company
     Renewable Energy Limited
     Partnership

                                          By:
                                             ----------------------------

By:  The New World Power Corporation
                                          Title:
                                                -------------------------
                                          Date:
                                                -------------------------
     By:
        -------------------------
     Title:
           ----------------------
     Date:
           ----------------------


Renewable Resource Energy Purchase Agreement - Page 36
<PAGE>

                                  EXHIBIT 1.01
                   Description of Renewable Resource Facility

One Line Diagram
Site Plan

Note: The following items are being developed by NWP and will be included with
      the executed contract.

Structural Specifications Including Supporting Towers and Foundations
Enercon Wind Turbine Generator Specifications
Enercon Rotor Blade Specifications
Enercon Inverter Specifications
<PAGE>

                                  EXHIBIT 1.01
                                   Page 1 of 5
                   Description of Renewable Resource Facility

                                One Line Diagram
<PAGE>

                                  EXHIBIT 1.01
                                   Page 2 of 5
                   Description of Renewable Resource Facility

                                  Site Plan Map
<PAGE>

                                  EXHIBIT 1.01
                                   Page 3 of 5
                   Description of Renewable Resource Facility
                  Enercon Wind Turbine Generator Specifications

                        Drawing and general descriptions
<PAGE>

                                  EXHIBIT 1.01
                                   Page 4 of 5
                   Description of Renewable Resource Facility
                       Technical Data for Grind conversion

                           Drawing of Enercon Inverter
<PAGE>

                                  EXHIBIT 1.01
                                   Page 5 of 5
                   Description of Renewable Resource Facility

                    Drawing of Enercon Wind Turbine Generator
<PAGE>

                                 EXHIBIT 1.02(g)
                          Relay Protective Requirements

One line diagram depicting protective relays required for coordination with TU
Electric system.
<PAGE>

                                  EXHIBIT 1.03
                           Interconnection Facilities

One line diagram showing point of interconnection between the Renewable Resource
Facility and TU Electric and the facilities to be added or modified to
accommodate the interconnection.
<PAGE>

                                 EXHIBIT 1.03(f)
                    Telemetering and SCADA Table Requirements

DEVICE/LINE                                    DATA REQUIRED PER DEVICE

69 kV side of Producer Substation              Three phase megawatts
                                               Three phase megavars
                                               Voltage

69 kV circuit breaker in Producer              Substation Control Status  
                                               indication Two sets of "a" 
                                               contacts                   
                                               

For 69 kV Renewable Resource Facility/TU       MWh in Y1, K1, Z1 pulses
Electric Tie                                   MW  "In" and "Out"

Meteorological Data                            Wind Speed
                                               Temperature
                                               Wind Direction

Note:     All analog signals to be 0 to + or - 1 mA transducer output
          signals.


Exhibit 1.03(f) - Page 1 of 1
<PAGE>

                                 EXHIBIT 2.01(a)

  List Of Items To Be Completed Before Phase One Partial Commercial Operation

1.    The construction of Phase One of the Renewable Resource Facility is
      complete except for minor punch-list type items.

2.    Phase One of the Renewable Resource Facility is available for normal and
      continuous operation.

3.    The Trip Test, Relay Test, and Test A under Power Factor Tests described
      in Section 2.02(a) have been run and passed, and Test B under the Power
      Factor Tests described in Section 2.02(a) has been run according to the
      procedures and other conditions of Exhibit 2.02(a), including the
      preparation and acceptance of the final written test reports.

4.    TU Electric has given its written approval of the Renewable Resource
      Facility Plans.

5.    Producer has furnished TU Electric with an insurance certificate and
      opinion letter evidencing that the insurance required by this Agreement is
      in place.

6.    Producer has paid in full any costs due to TU Electric, including all
      costs for Interconnection Facilities.

7.    The Public Utility Commission of Texas has approved this Agreement and
      made the findings of fact and conclusions of law that are reasonably
      satisfactory both to Producer and to TU Electric.


Exhibit 2.01(a) -- Page 1 of 1
<PAGE>

                           EXHIBIT 2.01(b)

  List Of Items To Be Completed Before Phase Two Partial Commercial Operation

1.    The construction of Phase One and Phase Two of the Renewable Resource
      Facility is complete except for minor punch-list type items.

2.    Phase One and Phase Two of the Renewable Resource Facility is available
      for normal and continuous operation.

3.    The Trip Test, Relay Test, and Test A under Power Factor Tests described
      in Section 2.02(a) have been run and passed, and Test B under the Power
      Factor Tests described in Section 2.02(a) has been run according to the
      procedures and other conditions of Exhibit 2.02(a), including the
      preparation and acceptance of the final written test reports.

4.    TU Electric has given its written approval of the Renewable Resource
      Facility Plans.

5.    Producer has furnished TU Electric with an insurance certificate and
      opinion letter evidencing that the insurance required by this Agreement is
      in place.

6.    Producer has paid in full any costs due to TU Electric, including all
      costs for Interconnection Facilities.

7.    The Public Utility Commission of Texas has approved this Agreement and
      made the findings of fact and conclusions of law that are reasonably
      satisfactory both to Producer and to TU Electric.


Exhibit 2.01(b) -- Page 1 of 1
<PAGE>

                                 EXHIBIT 2.01(c)

            List Of Items To Be Completed Before Commercial Operation

1.    The construction of the Renewable Resource Facility is complete except for
      minor punch-list type items.

2.    The Renewable Resource Facility is available for normal and continuous
      operation.

3.    The Trip Test, Relay Test, and Test A under Power Factor Tests described
      in Section 2.02(a) have been run and passed, and Test B under the Power
      Factor Tests described in Section 2.02(a) has been run according to the
      procedures and other conditions of Exhibit 2.02(a), including the
      preparation and acceptance of the final written test reports.

4.    TU Electric has given its written approval of the Renewable Resource
      Facility Plans.

5.    Producer has furnished TU Electric with an insurance certificate and
      opinion letter evidencing that the insurance required by this Agreement is
      in place.

6.    Producer has paid in full any costs due to TU Electric, including all
      costs for Interconnection Facilities.

7.    The Public Utility Commission of Texas has approved this Agreement and
      made the findings of fact and conclusions of law that are reasonably
      satisfactory both to Producer and to TU Electric.


Exhibit 2.01(c) -- Page 1 of 1
<PAGE>

                                 EXHIBIT 2.02(a)
                           Performance Test Procedures

1.    Trip Test

      Procedures: Perform a trip test on the 69 kV breaker connecting the
      Renewable Resource Facility to TU Electric's transmission system. This
      test should verify that each tripping relay and tripping power source will
      trip the breaker and that the breaker is operating properly. This test
      shall be in accordance with the manufacturer's recommendations.

2.    Relay Test

      Procedures: Perform calibration and functional tests on the Renewable
      Resource Facility's protective relaying scheme for the 69 kV breaker and
      main step-up transformer. Each relay connected to the 69 kV breaker or
      step-up transformer should be calibrated and tested for proper operation.
      These tests shall be in accordance with the manufacturer's
      recommendations.

3.    Power Factor Tests

      Procedures:

      Test A.   Perform a power factor test on the Renewable Resource
                Facility to verify the ability of individual wind
                turbines to operate at a lagging power factor of 0.9
                for 1 hour and a leading power factor of 0.9 for 1
                hour.  This test must be performed under normal
                operating conditions on a representative number of
                wind turbine generators, to be determined by TU
                Electric.  The power factor should be measured on the
                low voltage bus of the pad transformer that steps the
                voltage of the inverter up to the 25 kV level.  The
                written power factor test report must include data
                sheets and results listing the power factor, total
                generation, and voltage for each wind turbine
                generator tested.

      Test B.   Perform a power factor test on the Renewable Resource
                Facility to record the ability to operate at a lagging
                power factor of 0.9 for 1 hour and a leading power
                factor of 0.9 for 1 hour.  This test must be performed
                under normal operating conditions with all available
                wind turbines in service.  The power factor should be
                measured at the Point of Interconnection.  For both
                0.9 leading and for 0.9 lagging conditions, the
                written power factor test report must include data
                sheets and results listing the Renewable Resource
                Facility power factor, Renewable Resource Facility
                total generation, Renewable Resource Facility voltage,
                and number of wind turbines in service.
               


Exhibit 2.02(a) - Page 1 of 1
<PAGE>

                                  EXHIBIT 3.01
                                Payment Schedule

Monthly Payments

A. Payable to TU Electric by Producer. Producer shall pay a monthly charge for
meter reading, billing, and administration of this Agreement based on TU
Electric's Rate LPP as is in effect from time to time. The applicable customer
charge for Rate LPP is currently $600.00 per month. The current Rate LPP is
attached to, and is part of, this Exhibit 3.01.

B. Payable to Producer by TU Electric. Trial Energy is:

      1.    All energy delivered to TU Electric at the Point of Interconnection
            and produced by the Renewable Resource Facility before the Phase One
            Partial Commercial Operation Date;

      2.    All energy delivered to TU Electric at the Point of Interconnection
            and produced by portions of the Renewable Resource Facility other
            than Phase One before the Phase Two Partial Commercial Operation
            Date and on or after the Phase One Partial Commercial Operation
            Date; and

      3.    All energy delivered to TU Electric at the Point of Interconnection
            and produced by portions of the Renewable Resource Facility other
            than Phase One and Phase Two before the Commercial Operation Date
            and on or after the Phase Two Partial Commercial Operation Date.

After the Phase One Commercial Operation Date, the amount of Trial Energy in a
month is to be determined by reading Producer's meters.

TU Electric will pay Producer for Trial Energy at Rate LPP and will pay Producer
for all other electric energy delivered to TU Electric at the Point of
Interconnection and produced by the Renewable Resource Facility at the rates
stated in the table below.

================================    ===========================
  Calendar        Payment Rate        Calendar    Payment Rate
    Year          (Cents/kWh)           Year       (Cents/kWh)
--------------------------------    ---------------------------
    1996            3.90                2004          4.94
--------------------------------    ---------------------------
    1997            4.02                2005          5.09
--------------------------------    ---------------------------
    1998            4.14                2006          5.24
--------------------------------    ---------------------------
    1999            4.26                2007          5.40
--------------------------------    ---------------------------
    2000            4.39                2008          5.56
--------------------------------    ---------------------------
    2001            4.52                2009          5.73
--------------------------------    ---------------------------
    2002            4.66                2010          5.90
--------------------------------    ---------------------------
    2003            4.80                2011          6.08
================================    ===========================


Exhibit 3.01 - Page 1 of 1
<PAGE>

                           EXHIBIT 3.06(b)
         Parameters to be Monitored and Recorded by Producer

       PARAMETERS                            DESCRIPTION            UNITS
       ----------                            -----------            -----
                                                                    
1.     Meteorological                                               
                                                                    
       1.1  Wind Speed                       10 meter height        miles/hr
                                             40 meter hub height    miles/hr
                                             50 meter hub height    miles/hr
                                                                    
       1.2  Temperature                      met tower              Degrees F
                                                                    
       1.3  Wind Direction                   met tower              compass(ENE)
                                                                    
2.     Electrical                                                   
                                                                    
       2.1  Main Unit Transformer            Gross Demand           kW
       (25 kv bus)                           Gross Energy           kWh
                                             Gross Reactive Demand  kVars
                                             Current (a, b, c)      amps
                                             Potential              kV
                                             Frequency              HZ
                                             Top Oil Temperature    degrees F
                                             LTC Changes            count
                                                                    
       2.2  Renewable Resource Facility      Demand                 kW
       Circuit #1                            Energy                 kWh   
                                             Reactive Demand        kVars 
                                             Current (a, b, c)      amps  
                                             Trip Count             count 
                                             
                                                                    
       2.3  Renewable Resource Facility      Demand                 kW
       Circuit #2                            Energy                 kWh  
                                             Reactive Demand        kVars
                                             Current (a, b, c)      amps 
                                             Trip Count             count
                                             
                                                                    
       2.4  Renewable Resource Facility      Demand                 kW
       Circuit #3                            Energy                 kWh   
                                             Reactive Demand        kVars 
                                             Current (a, b, c)      amps  
                                             Trip Count             count 
                                             
                                                                   

Exhibit 3.06(b) - Page 1 of 2
<PAGE>

NOTE: The information monitored and recorded by Producer under the heading "Cost
      Data" immediately below is to be treated as highly sensitive Confidential
      Information by TU Electric under the provisions of Article 8.

3.    Cost Data

      3.1  Actual Installed Cost          Site Development and    Total
                                          Preparation             
                                          Wind Turbine            Each
                                          Structure               Each
                                          Electrical System       Total
                                          Balance of Plant by     Each
                                          major component         
                                                                  
      3.2  Operating Cost                 Land                    Annual
                                          Routine Maintenance     Annual
                                          (including labor        
                                          rates and hours per     
                                          turbine)                
                                          Major Overhauls         Annual
                                          Operations              Annual
                                          Balance of Cost by      Annual
                                          major category          
                                                                  
4.    Outages                                                     
                                                                  
      4.1  Forced Outages                 Cause                   Per Turbine
                                          Description of          Per Turbine
                                          Failed Equipment        
                                          Time Required for       Per Turbine
                                          Repair                  
                                                                  
5.    Avian Mortality                                             
                                                                  
      5.1  Type of Bird                   Cause (blade strike,    Monthly
                                          electrocution, etc.)  


Exhibit 3.06(b) - Page 2 of 2
<PAGE>

                                  EXHIBIT 9.11
                              Memorandum of Option

State of Texas
County of Howard

      This Memorandum of Option ("Memorandum") is executed concurrently with a
Renewable Resource Energy Agreement ("Agreement") between the undersigned
parties, and both this Memorandum and the Agreement constitute an Agreement
between New World Power Texas Renewable Energy Partnership, a Texas limited
partnership ("Producer") and Texas Utilities Electric Company, a Texas
corporation ("TU Electric"), relating to a wind generation facility (the
"Renewable Resource Facility"), with a total nameplate electrical generating
capacity of 40,000 kilowatts ("kW") and anticipated average net annual
generation of 113,000,000 kilowatt-hours ("kWh") located in Howard County, Texas
and related contract rights (all of which is collectively called the
"Property"). The Renewable Resource Facility is located on the following real
property in Howard County, Texas:

      [metes and bounds description of real property]

Producer hereby grants, for valuable consideration described in the Agreement,
to TU Electric the exclusive right and option to buy the Property at a price,
and under terms and conditions, described in the Agreement. This Option expires
if it is not exercised with in the time specified in the Agreement, which may be
as early as 150 days after the Agreement is terminated or as late as 25 years
after the Renewable Resource Facility begins Commercial Operation as defined in
the Agreement, which is anticipated to be near June 15, 1996.

      Executed on the ___ day of ______, 1994.


      New World Power Texas                 Texas Utilities Electric Company
      Renewable Energy Limited
      Partnership

                                            By:                        
                                                ---------------------  
     By:  The New World Power               Title:                        
          Corporation                             -------------------    
          General Partner                   Date:                      
                                                  -------------------  
  
     By:
         ---------------------
     Title:
           -------------------
     Date:
           -------------------


Exhibit 9.11 -- Page 1 of 2
<PAGE>

                                 Acknowledgment

State of Texas
County of ______________

      This instrument was acknowledged before me on __________________, 1994, by
______________________, _______________________ of The New World Power
Corporation, which is the general partner of New World Power Texas Renewable
Energy Partnership, a Texas limited
partnership, on behalf of said partnership.


                                            --------------------------
                                            Notary Public


                                            --------------------------
                                            Typed or printed name of notary


                                            My commission expires:


                                            --------------------------
Exhibit 9.11 -- Page 2 of 2
<PAGE>

                                 Amendment No.2
                                       To
                  Renewable Resource Energy Purchase Agreement

This Amendment No. 2 to Renewable Resource Energy Purchase Agreement (the
"Amendment") dated __________________, 1997, is between Texas Utilities Electric
Company ("TU Electric"), a Texas corporation with offices in Dallas, Dallas
County, Texas, and New World Power Texas Renewable Energy Limited Partnership
("Producer"), a limited partnership of which The New World Power Corporation, a
Delaware corporation with offices in Lime Rock, Connecticut, is the general
partner.

TU Electric and Producer entered into a Renewable Resource Energy Purchase
Agreement dated September 13, 1994 (the "Agreement") The parties now desire to
amend that Agreement. 

Therefore, in consideration of the promises made in this Amendment, TU Electric
and Producer agree as follows:

1.    This Amendment is effective only if both TU Electric and Producer have
      executed it. The portions of the Agreement that are not modified by this
      Amendment are still effective.

2.    Exhibit 3.01 to the Agreement is replaced by the attached revised Exhibit
      3.01 - "Revised Pursuant to Amendment No.2".

Signed and effective as of the date first stated above.

New World Power Texas Renewable                 Texas Utilities Electric Company
Energy Limited Partnership

By:  The New World Power Corporation            By: 
                                                    ------------------
                                                Title:
                                                      ----------------
                                                Date:
                                                      ----------------

     General Partner
<PAGE>

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

                                  EXHIBIT 3.01
                      (Revised Pursuant to Amendment No.2)
                                Payment Schedule
                                   Page 1 of 2

Monthly Payments

A. Payable to TU Electric by Producer. Producer shall pay a monthly charge for
meter reading, billing, and administration of this Agreement based on TU
Electric's Rate LPP as is in effect from time to time. The applicable customer
charge for Rate LPP is currently $600.00 per month. The current Rate LPP is
attached to, and is part of, this Exhibit 3.01.

B. Payable to Producer by TU Electric. Trial Energy is:

1.    All energy delivered to TU Electric at the Point of Interconnection and
      produced by the Renewable Resource Facility before the Phase One Partial
      Commercial Operation Date:

2.    All energy delivered to TU Electric at the Point of Interconnection and
      produced by portions of the Renewable Resource Facility other than Phase
      One before the Phase Two Partial Commercial Operation Date and on or after
      the Phase One Partial Commercial Operation Date; and

3.    All energy delivered to TU Electric at the Point of Interconnection and
      produced by portions of the Renewable Resource Facility other than Phase
      One and Phase Two before the Commercial Operation Date and on or after the
      Phase Two Partial Commercial Operation Date.

After the Phase One Commercial Operation Date, the amount of Trial Energy in a
month is to be determined by reading Producer's meters.


                                       -2-
<PAGE>

Renewable Resource Energy Purchase Agreement


                                       -3-
<PAGE>

                                  EXHIBIT 3.01
                      (Revised Pursuant to Amendment No.2)
                                Payment Schedule
                                   Page 2 of 2

TU Electric will pay Producer for Trial Energy at Rate LPP and will pay Producer
for all other electric energy delivered to TU Electric at the Point of
Interconnection and produced by the Renewable Resource Facility at the rates
stated in the table below.

============================================================================
Calendar Year          Payment Rate         Calendar Year    Payment Rate
                       (Cents/kWh)                           (Cents/kWh)
----------------------------------------------------------------------------
1997                   4.02                 2011             6.08
----------------------------------------------------------------------------
1998                   4.14                 2012             6.11
----------------------------------------------------------------------------
1999                   4.26                 2013             6.14
----------------------------------------------------------------------------
2000                   4.39                 2014             6.17
----------------------------------------------------------------------------
2001                   4.52                 2015             6.20
----------------------------------------------------------------------------
2002                   4.66                 2016             6.23
----------------------------------------------------------------------------
2003                   4.80                 2017             6.26
----------------------------------------------------------------------------
2004                   4.94                 2018             6.30
----------------------------------------------------------------------------
2005                   5.09                 2019             6.33
----------------------------------------------------------------------------
2006                   5.24                 2020             6.36
----------------------------------------------------------------------------
2007                   5.40                 2021             6.39
----------------------------------------------------------------------------
2008                   5.56                 2022             6.42
----------------------------------------------------------------------------
2009                   5.73                 2023             6.46
----------------------------------------------------------------------------
2010                   5.90
============================================================================-

Renewable Resource energy Purchase Agreement

                                       -4-
<PAGE>
                                 Amendment No. 3
                                       To
                  Renewable Resource Energy Purchase Agreement

This Amendment No. 3 to Renewable Resource Energy Purchase Agreement (the
"Amendment") dated August 29, 1997, is between Texas Utilities Electric Company
("TU Electric") a Texas corporation with offices in Dallas, County, Texas, and
New World Power Texas Renewable Energy Limited Partnership ("Producer"), a
limited partnership of which the New World Power Corporation, a Delaware
corporation, is the general partner.

TU Electric and Producer entered into a Renewable Resource Energy Purchase
Agreement dated September 13, 1994 (the "Agreement"). The Parties now desire to
amend that Agreement. Therefore, in consideration of the promises made in this
Amendment, TU Electric and Producer agree as follows:

1.    This Amendment is effective only if both TU Electric and Producer have
      executed it. The portions of the Agreement, as previously amended by
      Amendment No. 1 and Amendment No. 2, that are not modified by this
      Amendment No. 3 are still effective.

2.    Section 6.01(b) of the Agreement is amended to read as follows:

      (b)   If Producer has failed to attain Commercial Operation status on or
            before May 31, 1999, then TU Electric has the option to immediately
            terminate this Agreement upon written notice to Producer.

3.    Exhibit 1.01 Pages 3 of 6, 4 of 6, 5 of 6 and 6 of 6 "Revised Pursuant to
      Amendment No. 1"to the Agreement are replaced by the attached Exhibit 1.01
      age 3 of 9, 4 of 9, 5 of 9, 6 of 9, 7 of 9, 8 of 9 and 9 of 9. "Revised
      Pursuant to Amendment No. 3".

4.    Exhibit 3.01 "Revised Pursuant to Amendment No. 2" to the Agreement is
      replaced by the attached revised Exhibit 3.01 "Revised Pursuant to
      Amendment No. 3".

Signed and effective as of the date first stated above.

      New World Power Texas Renewable          Texas Utilities Electric Company
      Energy Limited Partnership

      By:  The New World Power
           Corporation,
           General Partner

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

      Title:                                    Title: 
           -----------------------                   -----------------------
<PAGE>

                                  EXHIBIT 1.01
                                   Page 3 of 9
                      (Revised Pursuant to Amendment No. 3)
                   Description of Renewable Resource Facility
                   Vestas V47 - 660 kW Wind Turbine and Tower
                             General Specifications

              Cut-away Drawing of Wind Turbine of V47 Wind Turbine


                                      -3-
<PAGE>

                                  EXHIBIT 1.01
                                   Page 4 of 9
                      (Revised Pursuant to Amendment No. 3)
                   Description of Renewable Resource Facility
                  Vestas V66 - 1,650 kW Wind Turbine and Tower
                             General Specifications

      Cut-away Drawing: Vestas V66 - 1.65 MW Wind Turbine - Nacelle Layent


                                       -4-
<PAGE>

                                  EXHIBIT 1.01
                                   Page 5 of 9
                      (Revised Pursuant to Amendment No. 3)
                   Description of Renewable Resource Facility
                             Wind Turbine and Tower

                         General Specifications (cont.)

General Specifications

<TABLE>
<CAPTION>

================================================================================================
Specification           Vestas V47 - 660 kW Turbine          Vestas V66 - 1.65 MW
                                                             Turbine
<S>                     <C>                                  <C>         
------------------------------------------------------------------------------------------------
Rated Power             660 kW                               1,650 kW (1.65 MW)
------------------------------------------------------------------------------------------------
Rotor                   3 bladed, glassfibre reinforced      3 bladed, glassfibre reinforced
                        epoxy                                epoxy
------------------------------------------------------------------------------------------------
Rotor Orientation       Horizontal axis, Unwind              Horizontal axis, upwind
------------------------------------------------------------------------------------------------
Rotor diameter          47 meters (154 feet)                 66 meters (216 feet)
------------------------------------------------------------------------------------------------
Rotor Speed             28.5 RPM                             19/15 rpm
------------------------------------------------------------------------------------------------
Power Control           Variable pitch ("Optitip") and       Variable pitch ("Optitip") and
                        "Optislip" generator                 "Optislip" generator
------------------------------------------------------------------------------------------------
Tower Type              Tapered tubular                      Tapered tubular
------------------------------------------------------------------------------------------------
Tower Weight            143,300 lbs.                         268,500 lbs.
------------------------------------------------------------------------------------------------
Tower Height            Approx. 63.4 meters (208 feet)       Approx. 77.8 meters (255 feet)
------------------------------------------------------------------------------------------------
Hub Height              65 meters (213 feet)                 80 meters (262 feet)
------------------------------------------------------------------------------------------------
Foundation Size         Approx. 12' dia. x 25' deep          Approx. 46' x 46' x 10' deep
------------------------------------------------------------------------------------------------
Generator               Asynchronous, variable slip          Asynchronous, variable slip
                        690 V - 60 Hz                        690 V - 60 Hz
------------------------------------------------------------------------------------------------
Lightning Protection    Vestas Total                         Vestas Total
                        Lightning Protection                 Lightning Protection
------------------------------------------------------------------------------------------------
Brake System            Blade pitch & disc brake             Blade pitch & disc brake
------------------------------------------------------------------------------------------------
Grid Connection         Via Vestas VMP controller            Via Vestas VMP controller
------------------------------------------------------------------------------------------------
Turbine Weight          60,850 lbs. (including rotor)        171,960 lbs. (including rotor)
------------------------------------------------------------------------------------------------
Cut-in Wind Speed       4.0 m/s (9.0 mph)                    4.0 m/s (9.0 mph)
------------------------------------------------------------------------------------------------
Cut-out Wind Speed      25 m/s (56 mph)                      25 m/s (56 mph)
------------------------------------------------------------------------------------------------
Survival Wind Speed     70 m/s (157 mph) 3 sec. gust         70 m/s (157 mph) 3 sec. gust
================================================================================================
</TABLE>


                                       -5-
<PAGE>

                                  EXHIBIT 1.01
                                   Page 6 of 9
                      (Revised Pursuant to Amendment No. 3)
                   Description of Renewable Resource Facility
       Vestas V47 - 660 kW Wind Turbine Technical Data For Grid Connection

The Vestas V47 wind turbine operates fully automatic. This is achieved by the
VMP-controller. The VMP-controller is separated into a top controller located in
the turbine nacelle, and a bottom controller located at the tower base. The
VMP-controller serves the following functions:

      Before connection to the grid, the speed of rotation is synchronized to
      the grid frequency in order to limit the cut-in current.
      Thyristor cut-in of the generator to limit the cut-in current. 
      Automatic yawing of the nacelle in accordance with the wind direction. 
      Cut-in and cut-out of the power factor correction.
      Monitoring of the utility grid. 
      Monitoring of the operation of the wind turbine. 
      Stop of the wind turbine in case of faults.

The generator and the power factor correction will be cut out if the voltage or
the frequency exceed the limits set forth below.

<TABLE>
<CAPTION>
                                                    ====================================
                                                     Phase Voltage    Grid Voltage
                                                    (400 V nominal)   (690 V nominal)
----------------------------------------------------------------------------------------
<S>                                                  <C>                   <C>  
The voltage is 6% above the nominal voltage for      424 V                 734 V
60 sec.
----------------------------------------------------------------------------------------
The voltage is 10% below the nominal voltage for     360 V                 624 V
60 sec.
----------------------------------------------------------------------------------------
The frequency is above 62 Hz for 0.2 sec.
----------------------------------------------------------------------------------------
The frequency is below 57 Hz for 0.2 sec.
========================================================================================
</TABLE>

The power factor correction will cut-out if:

<TABLE>
<CAPTION>

                                                    ====================================
                                                     Phase Voltage    Grid Voltage
                                                    (400 V nominal)   (690 V nominal)
----------------------------------------------------------------------------------------
<S>                                                  <C>                   <C>  
The voltage is 10% above the nominal voltage for     440 V                 762 V
0.2 sec.
========================================================================================
</TABLE>


                                       -7-

<PAGE>

The generator will cut-out if:

<TABLE>
<CAPTION>
                                                    ====================================
                                                     Phase Voltage    Grid Voltage
                                                    (400 V nominal)   (690 V nominal)
----------------------------------------------------------------------------------------
<S>                                                  <C>                   <C>  
The voltage is 10% above the nominal voltage for     440 V                 762 V
0.5 sec.
========================================================================================
</TABLE>

If a fault on the grid interrupts the voltage supply to the VMP-controller, the
emergency stop circuit will be opened immediately, and the generator and power
factor correction will be cut out simultaneously.


                                       -8-
<PAGE>

                                  EXHIBIT 1.01
                                   Page 7 of 9
                      (Revised Pursuant to Amendment No. 3)
                   Description of Renewable Resource Facility
      Vestas V66 - 1,650 kW Wind Turbine Technical Data For Grid Connection

The Vestas V66 wind turbine operates fully automatic. This is achieved by the
VMP-controller. The VMP-controller is separated into a top controller located in
the turbine nacelle, and a bottom controller located at the tower base. The
VMP-controller serves the following functions:

      Before connection to the grid, the speed of rotation is synchronized to
      the grid frequency in order to limit the cut-in current.
      Thyristor cut-in of the generator to limit the cut-in current.
      Automatic yawing of the nacelle in accordance with the wind direction.
      Cut-in and cut-out of the power factor correction.
      Monitoring of the utility grid.
      Monitoring of the operation of the wind turbine.
      Stop of the wind turbine in case of faults.

The generator and the power factor correction will be cut out if the voltage or
the frequency exceed the limits set forth below.

<TABLE>
<CAPTION>
                                                       ==================================
                                                        Phase Voltage   Grid Voltage
                                                       (400 V nominal)  (690 V nominal)
-----------------------------------------------------------------------------------------
<S>                                                     <C>                  <C>  
The voltage is 6% above the nominal voltage for         424 V                734 V
60 sec.
-----------------------------------------------------------------------------------------
The voltage is 6% below the nominal voltage for         376 V                651 V
60 sec.
-----------------------------------------------------------------------------------------
The frequency is above 62 Hz for 0.2 sec.
-----------------------------------------------------------------------------------------
The frequency is below 57 Hz for 0.2 sec.
=========================================================================================
</TABLE>

The power factor correction will cut-out if:

<TABLE>
<CAPTION>
                                                       ==================================
                                                        Phase Voltage   Grid Voltage
                                                       (400 V nominal)  (690 V nominal)
-----------------------------------------------------------------------------------------
<S>                                                     <C>                  <C>  
The voltage is 10% above the nominal voltage for        440 V                762 V
0.2 sec.
=========================================================================================
</TABLE>


                                       -9-
<PAGE>

The generator will cut-out if:

<TABLE>
<CAPTION>
                                                       ==================================
                                                        Phase Voltage   Grid Voltage
                                                       (400 V nominal)  (690 V nominal)
-----------------------------------------------------------------------------------------
<S>                                                     <C>                  <C>  
The voltage is 10% above the nominal voltage for        440 V                762 V
0.5 sec.
=========================================================================================
</TABLE>

If a fault on the grid interrupts the voltage supply to the VMP-controller, the
emergency stop circuit will be opened immediately, and the generator and power
factor correction will be cut out simultaneously.


                                       -10-
<PAGE>

                                  EXHIBIT 1.01
                                   Page 8 of 9
                      (Revised Pursuant to Amendment No. 3)
                   Description of Renewable Resource Facility
           Vestas V47 - 660 kW Wind Turbine Generator Specifications.

<TABLE>

===============================================================================
Specification                                     Vestas V47 Turbine
<S>                                              <C>
-------------------------------------------------------------------------------
Generator Manufacturer                            ABB, Leroy Somer or Weier
-------------------------------------------------------------------------------
Generator Type                                    Asynchronous, variable slip
-------------------------------------------------------------------------------
Degree of Protection                              IP54
-------------------------------------------------------------------------------
Insulation classes (stator/rotor)                 F/H
-------------------------------------------------------------------------------
Voltage                                           690 VAC
-------------------------------------------------------------------------------
Frequency                                         60 Hz
-------------------------------------------------------------------------------
Number of Poles                                   4
-------------------------------------------------------------------------------
Winding Connection                                wye
-------------------------------------------------------------------------------
Rated Power                                       660 kW
-------------------------------------------------------------------------------
Slip Regulation Interval                          1 - 10%
-------------------------------------------------------------------------------
Rated Speed                                       1890
-------------------------------------------------------------------------------
Rated Efficiency at 2% Slip                       95.4%
-------------------------------------------------------------------------------
Generator Power Factor (no correction):
-------------------------------------------------------------------------------
     1/1 load                                     0.89
-------------------------------------------------------------------------------
     3/4 load                                     0.89
-------------------------------------------------------------------------------
     1/2 load                                     0.86
-------------------------------------------------------------------------------
     1/4 load                                     0.72
-------------------------------------------------------------------------------
Generator Current:
-------------------------------------------------------------------------------
     full load current (@ 690 V)                  621 A
-------------------------------------------------------------------------------
     no load (@ 690 V)                            130 A
-------------------------------------------------------------------------------
Generator Reactive Power:
-------------------------------------------------------------------------------
     full load                                    338 kVAr
-------------------------------------------------------------------------------
     no load                                      155 kVAr
-------------------------------------------------------------------------------

</TABLE>

                                      -11-
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Power Factor Correction                           225 kVAr
<S>                                             <C>
--------------------------------------------------------------------------------
Resulting Power Factor (grid side):
--------------------------------------------------------------------------------
     1/1 load                                     0.99
--------------------------------------------------------------------------------
     3/4 load                                     1.00
--------------------------------------------------------------------------------
     1/2 load                                     1.00
--------------------------------------------------------------------------------
     1/4 load                                     1.00
--------------------------------------------------------------------------------
Resulting Full Load Current @ 690 V (grid side)   564 A
================================================================================

</TABLE>

                                      -12-
<PAGE>

                                  EXHIBIT 1.01
                                   Page 9 of 9
                      (Revised Pursuant to Amendment No. 3)
                    Description of Renewal Resource Facility
           Vestas V66 - 1,650 kW Wind Turbine Generator Specifications

<TABLE>
<CAPTION>
================================================================================
Specification                          1,650 kW Generato     300 kW Generator
--------------------------------------------------------------------------------
<S>                                 <C>                     <C>
Generator Manufacturer                 ABB or similar        ABB
--------------------------------------------------------------------------------
Generator Type                         Asynchronous,         Asynchronous,
                                       variable slip         constant slip (10%)
--------------------------------------------------------------------------------
Degree of Protection                   IP54/IP20             IP54
--------------------------------------------------------------------------------
Insulation classes (stator/rotor)      F/F                   F/F
--------------------------------------------------------------------------------
Voltage                                690 VAC               690 VAC
--------------------------------------------------------------------------------
Frequency                              60 Hz                 60 Hz
--------------------------------------------------------------------------------
Number of Poles                        4                     4
--------------------------------------------------------------------------------
Winding Connection                     delta                 wye
--------------------------------------------------------------------------------
Rated Power                            1,650 kW              300 kW
--------------------------------------------------------------------------------
Slip Regulation Interval               1 - 10%               N/A (fixed at 0.9%)
--------------------------------------------------------------------------------
Rated Speed                            1890 rpm              1816 rpm
--------------------------------------------------------------------------------
Rated Efficiency at 2% Slip            95%                   96%
--------------------------------------------------------------------------------
Generator Power Factor (no
correction):
--------------------------------------------------------------------------------
     1/1 load                          0.87                  0.87
--------------------------------------------------------------------------------
     3/4 load                          0.85
--------------------------------------------------------------------------------
     1/2 load                          0.78
--------------------------------------------------------------------------------
     1/4 load                          0.57
--------------------------------------------------------------------------------
Generator Current:
--------------------------------------------------------------------------------
     full load current (@ 690 V)       1,585 A               290 A
--------------------------------------------------------------------------------
     no load (@ 690 V)                 480 A                 65 A
--------------------------------------------------------------------------------
Generator Reactive Power:
--------------------------------------------------------------------------------
     full load                         931 kVAr              170 kVAr
--------------------------------------------------------------------------------
     no load                           580 kVAr              78 kVAr
--------------------------------------------------------------------------------

</TABLE>

                                      -13-
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Power Factor Correction                       600 kVAr              150 kVAr
<S>                                         <C>                    <C>
-------------------------------------------------------------------------------
Resulting Power Factor (grid side):
-------------------------------------------------------------------------------
     1/1 load                                 1.00                  1.00
-------------------------------------------------------------------------------
     3/4 load                                 1.00
-------------------------------------------------------------------------------
     1/2 load                                 1.00
-------------------------------------------------------------------------------
     1/4 load                                 1.00
-------------------------------------------------------------------------------
Resulting Full Load Current (grid side)       1,408 A               252 A
===============================================================================

</TABLE>

                                      -14-
<PAGE>

                                  Exhibit 3.01
                      (Revised Pursuant to Amendment No. 3)
                                Payment Schedule
                                   Page 1 of 5

Monthly Payments

A.    Payable to TU Electric by Producer. Producer shall pay a monthly charge
      for meter reading, billing and administration of this Agreement based on
      TU Electric's Rate LPP as is in effect from time to time. The applicable
      customer charge for Rate LPP is currently $600.00 per month. The current
      Rate LPP is attached to, and is part of, this Exhibit 3.01.

B.    Payable to Producer by TU Electric. Trial Energy is:

      1.    All energy delivered to TU Electric at the Point of Interconnection
            and produced by the Renewable Resource Facility before the Phase One
            Partial Commercial Operation Date;

      2.    All energy delivered to TU Electric at the Point of Interconnection
            and produced by portions of the Renewable Resource Facility other
            than Phase One before the Phase Two Partial Commercial Operation
            Date and on or after the Phase One Partial Commercial Operation
            Date; and

      3.    All energy delivered to TU Electric at the Point of Interconnection
            and produced by portiones of the Renewable Resource facility other
            than Phase One and Phase Two before the Commercial Operation date
            and on or after the Phase Two Partial Commercial Operation Date.

After the Phase One Commercial Operation Date, the amount of Trial energy in a
month is to be determined by reading Producer's meters.


                                      -15-
<PAGE>

                                  EXHIBIT 3.01
                      (Revised Pursuant to Amendment No. 3)
                                Payment Schedule
                                   Page 2 of 5

TU Electric shall pay Producer for all Trial Energy at Rate LPP prices. During
Partial Commercial Operation, TU Electric shall pay Producer for all electric
energy other than Trial Energy delivered to TU Electric by Producer at the Point
of Interconnection and produced by the Renewable Resource Facility ("Delivered
Energy") at the Contract Price. Beginning on the Commercial Operation Date, TU
Electric shall pay Producer for all Delivered Energy at either the Contract
Price or Rate LPP according to the following descried methodology.

The "Contract Price" for a calendar year is the rate specified in the following
table:

Contract Payment Rate

<TABLE>
<CAPTION>
============================================================================
Calendar Year        Payment Rate       Calendar Year        Payment Rate
                     (Cents/kWAr)                            (Cents/kWAr)
<S>                 <C>                 <C>                 <C>

----------------------------------------------------------------------------
       1997                 4.02               2010                 5.90
----------------------------------------------------------------------------
       1998                 4.14               2011                 6.08
----------------------------------------------------------------------------
       1999                 4.26               2012                 6.11
----------------------------------------------------------------------------
       2000                 4.39               2013                 6.14
----------------------------------------------------------------------------
       2001                 4.52               2014                 6.17
----------------------------------------------------------------------------
       2002                 4.66               2015                 6.20
----------------------------------------------------------------------------
       2003                 4.80               2016                 6.23
----------------------------------------------------------------------------
       2004                 4.94               2017                 6.26
----------------------------------------------------------------------------
       2005                 5.09               2018                 6.30
----------------------------------------------------------------------------
       2006                 5.24               2019                 6.33
----------------------------------------------------------------------------
       2007                 5.40               2020                 6.36
----------------------------------------------------------------------------
       2008                 5.56               2021                 6.39
----------------------------------------------------------------------------
       2009                 5.73               2022                 6.42
----------------------------------------------------------------------------
                                               2023                 6.46
============================================================================

</TABLE>

                                      -16-
<PAGE>

                                  EXHIBIT 3.01
                      (Revised Pursuant to Amendment No. 3)
                                Payment Schedule
                                   Page 3 of 5

The "Expected Energy" for a calendar month is the number of kWh specified for
that month in the following table, except that if the Commercial Operation Date
occurs on a date other than the first day of a month, the Expected Energy for
that month must be reduced prorata based on the number of days remaining in the
month compared to the total number of days in the month.

                                 EXPECTED ENERGY

<TABLE>
<CAPTION>
===========================================================================
Month                                                Expected Energy (kWh)
<S>                                                 <C>

---------------------------------------------------------------------------
January                                              9,925,000
---------------------------------------------------------------------------
February                                             9,350,000
---------------------------------------------------------------------------
March                                                12,275,000
---------------------------------------------------------------------------
April                                                12,850,000
---------------------------------------------------------------------------
May                                                  13,450,000
---------------------------------------------------------------------------
June                                                 9,925,000
---------------------------------------------------------------------------
July                                                 8,175,000
---------------------------------------------------------------------------
August                                               7,025,000
---------------------------------------------------------------------------
September                                            7,650,000
---------------------------------------------------------------------------
October                                              8,750,000
---------------------------------------------------------------------------
November                                             9,350,000
---------------------------------------------------------------------------
December                                             8,175,000
===========================================================================

</TABLE>

Renewable Resource Energy Purchase Agreement


                                      -17-
<PAGE>

                                  EXHIBIT 3.01
                      (Revised Pursuant to Amendment No. 3)
                                Payment Schedule
                                   Page 4 of 5

The "Allowable Energy" for a month is the Expected Energy for that month plus
the Balance Energy for the month immediately preceding that month, except that
for the first month of Commercial Operation the Allowable Energy equals the
Expected Energy. If the Commercial Operation Date occurs on a date other than
the first day of a month, the Allowable Energy for that month must be reduced
prorata based on the number of days remaining in the month compared to the total
number of days in the month.

The "Balance Energy" for a month is determined as follows: (1) if the Delivered
Energy for that month equals or exceeds the Allowable Energy for that month,
then the Balance Energy for that month is zero, and (2) if the Allowable Energy
for that month exceeds the Delivered Energy for that month, then the Balance
Energy for that month equals the Allowable Energy less the Delivered Energy.

If the Delivered Energy for a month exceeds the Allowable Energy for that month,
then TU Electric shall pay Producer the Contract Price for the portion of the
Delivered Energy equal to the Allowable Energy and shall pay Producer Rate LPP
prices for the remainder of the Delivered Energy for that month.

If the Allowable Energy for a month equals or exceeds the Delivered Energy for
that month, then TU Electric shall pay Producer the contract Price for all
Delivered Energy for that month. determined as follows: (1) if hte Delivered
Energy for that month equals or exceeds the Allowabel Energy for that month,
then the Balance of Energy for tha month is zero, and (2) if the Allowable
Energy for the Balnce Energy for that month equals the Allowable energy less the
deivered


                                      -18-
<PAGE>

                                  EXHIBIT 3.01
                      (Revised Pursuant to Amendment No. 3)
                                Payment Schedule
                                   Page 5 of 5

The following example demonstrates the application of this methodology:

NewWorld Power Partnership Account Example
Showing 2 years Operation

<TABLE>
<CAPTION>
Month/Year   Delivered      Expected       Allowable       Contract Price     Rate LPP         Balance
             Energy         Energy         Energy          Portion            Portion          Energy
             kWh            kW             kWh             kWh                kWh              kWh
<S>          <C>             <C>             <C>             <C>               <C>          <C>
Dec 98                                                                                               0
Jan 99       9,000,000       8,770,504       8,770,504       8,770,504         229,496               0
Feb         10,500,000      10,752,878      10,752,878      10,500,000               0         252,878
Mar         14,000,000      13,335,971      13,588,849      13,588,849         411,151               0
Apr         13,000,000      13,095,683      13,095,683      13,000,000               0          95,683
May         12,000,000      10,983,129      12,260,252      12,000,000               0         260,252
June        11,000,000      10,963,129      11,223,381      11,000,000               0         223,381
July        10,000,000       8,199,820       8,423,201       8,423,201       1,576,799               0
Aug          7,000,000       7,358,813       7,358,813       7,000,000               0         358,813
Sept         8,000,000       7,599,101       7,957,914       7,957,914          42,086               0
Oct          9,000,000       7,839,388       7,839,388       7,839,388       1,180,612               0
Nov          9,000,000       8,380,036       8,380,036       8,380,036         619,964               0
Dec 99       7,000,000       8,440,108       8,440,108       7,000,000               0       1,440,108
Jan 00       9,000,000       8,770,504      10,210,611       9,000,000               0       1,210,611
Feb         10,500,000      10,752,878      11,963,489      10,500,000               0       1,453,489
Mar         14,000,000      13,335,971      14,739,460      14,000,000               0         799,460
Apr         13,000,000      13,095,683      13,895,144      13,000,000               0         895,144
May         12,000,000      12,184,568      13,059,712      12,000,000               0       1,059,712
June        11,000,000      10,963,129      12,022,842      11,000,000               0       1,022,842
July         8,000,000       8,139,820       9,222,662       8,000,000               0       1,222,662
Aug          7,000,000       7,358,813       8,581,475       7,000,000               0       1,581,475
Sept         8,000,000       7,699,101       9,180,575       8,000,000               0       1,180,575
Oct          9,000,000       7,839,388       9,019,964       9,000,000               0          19,964
Nov          9,000,000       8,380,038       8,400,000       8,400,000         600,000               0
Dec 00       9,000,000       8,440,108       8,440,108       8,440,108         659,892               0

<CAPTION>
                    Delivered        Expected         Allowable        Contact            Rate LPP
                    Energy           Energy           Energy           Portion            Portion
                    kWh              kWh              kWh              kWh                kWh
<S>                 <C>              <C>              <C>              <C>                <C>      
Total Year 1        119,500,000      116,900,000      118,091,007      115,459,892        4,040,108
Total Year 2        119,500,000      116,800,000      128,796,042      118,340,108        1,159,892
Two Year Total      238,000,000      233,800,000      245,887,048      233,800,000        6,200,000
</TABLE>


                                      -19-