EXHIBIT 10F-1

                                                   EXECUTION COPY













                    POWER PURCHASE AGREEMENT
                                
                            BETWEEN
                                
                       DEPERE ENERGY LLC
                                
                              AND
                                
              WISCONSIN PUBLIC SERVICE CORPORATION
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                       NOVEMBER 8, 1995
                                





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PAGE
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                    POWER PURCHASE AGREEMENT
                 BETWEEN DEPERE ENERGY LLC AND
              WISCONSIN PUBLIC SERVICE CORPORATION


                        TABLE OF CONTENTS

ARTICLE   TITLE                                              PAGE
-------   -----                                              ----

ARTICLE I:  DEFINITIONS. . . . . . . . . . . . . . . . . . . .  3
    1.1   Defined Terms. . . . . . . . . . . . . . . . . . . .  3

ARTICLE II:  DESIGN AND CONSTRUCTION OF THE FACILITY . . . . . 12
    2.1   The Facility . . . . . . . . . . . . . . . . . . . . 12
    2.2   Company Interest in Design Specifications. . . . . . 12
    2.3   Approval of Design Specifications. . . . . . . . . . 12
    2.4   Approval of Critical Components. . . . . . . . . . . 14
    2.5   Construction . . . . . . . . . . . . . . . . . . . . 15
    2.6   Construction Milestone Schedule Assurances . . . . . 15
    2.7   Delay in Date of Commercial Operation. . . . . . . . 15
    2.8   Seller's Responsibility for Design and
          Construction . . . . . . . . . . . . . . . . . . . . 17
    2.9   Significant Technological Modifications. . . . . . . 17
    2.10  Application of Confidentiality Provisions. . . . . . 18

ARTICLE III:  OPERATION OF FACILITY. . . . . . . . . . . . . . 18
    3.1   Dispatchability. . . . . . . . . . . . . . . . . . . 18
    3.2   Operation of Facility. . . . . . . . . . . . . . . . 20
    3.3   Obligations of the Parties.. . . . . . . . . . . . . 25

ARTICLE IV:  SALE OF ENERGY AND CAPACITY . . . . . . . . . . . 27
    4.1   Conditions Precedent to Sale and Purchase. . . . . . 27
    4.2   Energy Sale and Purchase . . . . . . . . . . . . . . 28
    4.3   Capacity Sale and Purchase . . . . . . . . . . . . . 28
    4.4   Performance Standards. . . . . . . . . . . . . . . . 28
    4.5   Power Characteristics. . . . . . . . . . . . . . . . 32
    4.6   Parallel Operation . . . . . . . . . . . . . . . . . 32
    4.7   Power Purchases by Seller. . . . . . . . . . . . . . 33

ARTICLE V:  RATES FOR PURCHASE . . . . . . . . . . . . . . . . 33
    5.1   Rates for Purchases. . . . . . . . . . . . . . . . . 33

ARTICLE VI:  METERING, INSTRUMENTATION AND BILLING . . . . . . 36
    6.1   Metering and Instrumentation Devices . . . . . . . . 36
    6.2   Billing and Payment. . . . . . . . . . . . . . . . . 37

ARTICLE VII:  TESTING AND CAPACITY RATINGS . . . . . . . . . . 37
    7.1   Notice of Projected Rating . . . . . . . . . . . . . 37
    7.2   Test of Capability . . . . . . . . . . . . . . . . . 38
    7.3   Method of Testing and Results. . . . . . . . . . . . 38
    7.4   Notification of Testing. . . . . . . . . . . . . . . 38

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                                                      Page 2 of 5

ARTICLE   TITLE                                              PAGE
-------   -----                                              ----

ARTICLE VIII:  PRE-OPERATION PERIOD. . . . . . . . . . . . . . 39
    8.1   Permits and Approvals. . . . . . . . . . . . . . . . 39
    8.2   Schedule, Reports and Inspection . . . . . . . . . . 40
    8.3   Facility Design Data . . . . . . . . . . . . . . . . 40
    8.4   Fuel Supply. . . . . . . . . . . . . . . . . . . . . 41
    8.5   Water Rights . . . . . . . . . . . . . . . . . . . . 41
    8.6   Voltage Schedule . . . . . . . . . . . . . . . . . . 41
    8.7   Notice of Initial Energizing . . . . . . . . . . . . 41
    8.8   Energy Delivered During Testing. . . . . . . . . . . 42
    8.9   Preliminary Notice of Commercial Operation . . . . . 42
    8.10  Notice of Compliance and Verification Prior
          to Commercial Operation. . . . . . . . . . . . . . . 42

ARTICLE IX:  DESIGN, INSTALLATION, OPERATION
  AND MAINTENANCE OF INTERCONNECTION FACILITIES. . . . . . . . 43

ARTICLE X:  FORCE MAJEURE. . . . . . . . . . . . . . . . . . . 43
    10.1  Conditions of Excuse From Performance. . . . . . . . 43
    10.2  Time Limits. . . . . . . . . . . . . . . . . . . . . 44

ARTICLE XI:  EVENTS OF DEFAULT; REMEDIES . . . . . . . . . . . 44
    11.1  List of Default Events . . . . . . . . . . . . . . . 44
    11.2  Company Right to Suspend Performance . . . . . . . . 48
    11.3  Seller's Right to Suspend Performance. . . . . . . . 48
    11.4  Liquidated Damages . . . . . . . . . . . . . . . . . 49
    11.5  Limit on Remedy. . . . . . . . . . . . . . . . . . . 53
    11.6  No Consequential Damages . . . . . . . . . . . . . . 54

ARTICLE XII:  CONDITIONS, REPRESENTATIONS AND WARRANTIES . . . 54
    12.1  Conditions . . . . . . . . . . . . . . . . . . . . . 54
    12.2  Seller's Warranties and Representations. . . . . . . 57
    12.3  The Company Warranties and Representations . . . . . 59
    12.4  Opinions of Counsel. . . . . . . . . . . . . . . . . 60

ARTICLE XIII:  INDEMNITY AND LIMITATION OF LIABILITY . . . . . 60
    13.1  Indemnification by Seller. . . . . . . . . . . . . . 60
    13.2  Indemnification by the Company . . . . . . . . . . . 61
    13.3  Worker's Compensation. . . . . . . . . . . . . . . . 62
    13.4  Joint Negligence . . . . . . . . . . . . . . . . . . 62
    13.5  No Partnership . . . . . . . . . . . . . . . . . . . 62
    13.6  Responsibility for Employees . . . . . . . . . . . . 62

ARTICLE XIV:  INSURANCE. . . . . . . . . . . . . . . . . . . . 63
    14.1  Specified Coverages. . . . . . . . . . . . . . . . . 63
    14.2  Insurance Certificates . . . . . . . . . . . . . . . 64
    14.3  Coverage For Full Term . . . . . . . . . . . . . . . 64

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                                                      Page 3 of 5

ARTICLE   TITLE                                              PAGE
-------   -----                                              ----


    14.4  Insurance Proceeds . . . . . . . . . . . . . . . . . 64

ARTICLE XV:  TERM. . . . . . . . . . . . . . . . . . . . . . . 64
    15.1  Term . . . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE XVI:  COMPANY'S OPTION TO PURCHASE . . . . . . . . . . 66
    16.1  Option to Purchase Upon Seller Default . . . . . . . 66
    16.2  Limit on Option. . . . . . . . . . . . . . . . . . . 67
    16.3  Right of First Refusal . . . . . . . . . . . . . . . 67
    16.4  Termination. . . . . . . . . . . . . . . . . . . . . 69

ARTICLE XVII:  RECORDS . . . . . . . . . . . . . . . . . . . . 69
    17.1  Company Records. . . . . . . . . . . . . . . . . . . 69
    17.2  Seller Records . . . . . . . . . . . . . . . . . . . 70

ARTICLE XVIII:  NOTICES. . . . . . . . . . . . . . . . . . . . 70
    18.1  Certain Notices. . . . . . . . . . . . . . . . . . . 70
    18.2  Notices in Writing . . . . . . . . . . . . . . . . . 71
    18.3  Date of Notification . . . . . . . . . . . . . . . . 71
    18.4  Oral Notice in Emergency . . . . . . . . . . . . . . 72
    18.5  Primary Contact. . . . . . . . . . . . . . . . . . . 72

ARTICLE XIX:  DISPUTE RESOLUTION . . . . . . . . . . . . . . . 72
    19.1  Negotiation. . . . . . . . . . . . . . . . . . . . . 72
    19.2  Mediation. . . . . . . . . . . . . . . . . . . . . . 72
    19.3  Binding Arbitration. . . . . . . . . . . . . . . . . 72
    19.4  Deadlines. . . . . . . . . . . . . . . . . . . . . . 73
    19.5  Exclusive Procedure. . . . . . . . . . . . . . . . . 73
    19.6  Survival of Procedure. . . . . . . . . . . . . . . . 73
    19.7  Binding Upon Parties . . . . . . . . . . . . . . . . 74

ARTICLE XX:  CONFIDENTIALITY . . . . . . . . . . . . . . . . . 74
    20.1  Non-Disclosure to Third Parties. . . . . . . . . . . 74
    20.2  Disclosure Permitted . . . . . . . . . . . . . . . . 74
    20.3  Survival of Confidentiality. . . . . . . . . . . . . 74

ARTICLE XXI:  ASSIGNMENT . . . . . . . . . . . . . . . . . . . 74
    21.1  Restriction on Assignment. . . . . . . . . . . . . . 74
    21.2  Finance Assignments. . . . . . . . . . . . . . . . . 75

ARTICLE XXII:  MISCELLANEOUS . . . . . . . . . . . . . . . . . 77
    22.1  Lack of Precedent. . . . . . . . . . . . . . . . . . 77
    22.2  Compliance with Laws . . . . . . . . . . . . . . . . 78
    22.3  Governing Law. . . . . . . . . . . . . . . . . . . . 78
    22.4  Entire Agreement; Amendment. . . . . . . . . . . . . 78
    22.5  Modification . . . . . . . . . . . . . . . . . . . . 78

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ARTICLE   TITLE                                              PAGE
-------   -----                                              ----

    22.6  No Implied Waiver. . . . . . . . . . . . . . . . . . 78
    22.7  Captions . . . . . . . . . . . . . . . . . . . . . . 79
    22.8  Payment of Taxes . . . . . . . . . . . . . . . . . . 79
    22.9  Severability . . . . . . . . . . . . . . . . . . . . 79
    22.10 No Exclusivity/Dedication of Facilities. . . . . . . 79
    22.11 Emission Standards . . . . . . . . . . . . . . . . . 79
    22.12 Expenses . . . . . . . . . . . . . . . . . . . . . . 79
    22.13 No Reliance. . . . . . . . . . . . . . . . . . . . . 79
    22.14 Individual Responsibility. . . . . . . . . . . . . . 80
    22.15 Exhibits . . . . . . . . . . . . . . . . . . . . . . 80
    22.16 Further Assurances . . . . . . . . . . . . . . . . . 80
    22.17 Survival . . . . . . . . . . . . . . . . . . . . . . 80

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                                                      Page 5 of 5
Exhibits
--------

2.1A         Site
2.1B         Description of Facility
2.4          Critical Components
2.6          Construction Milestone Schedule
5.1          Capacity and Energy Price
7.2          Procedure to Establish Net Demonstrated Capability
9.1          Interconnection Facilities
11.4         Irrevocable Letter of Credit
12.1.2       Sample Calculation of Seller's Phase I Delay Compensation
12.1.3       Sample Calculation of Seller's Phase II Delay 
             Compensation

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                                                      Page  1 of 82
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                    POWER PURCHASE AGREEMENT
                 BETWEEN DEPERE ENERGY LLC AND
              WISCONSIN PUBLIC SERVICE CORPORATION



AGREEMENT, entered into as of the 8th day of November, 1995, by
and between DEPERE ENERGY LLC, a limited liability company with its
headquarters at Edens Corporate Center, 650 Dundee Road, Suite 150,
Northbrook, Illinois  60062 (herein called the Seller), and
WISCONSIN PUBLIC SERVICE CORPORATION, with its headquarters at
700 North Adams Street, Green Bay, Wisconsin (herein called the
Company) (hereinafter the parties hereto are sometimes referred to
collectively as the "Parties", or individually as a "Party").


                       W I T N E S S E T H:


WHEREAS, the Company is a public utility which operates a system
for generation and distribution of electric power and distribution
of natural gas, primarily in the State of Wisconsin, for wholesale
and retail sale; and

WHEREAS, Seller proposes to construct, own and/or operate a
facility for the generation of electricity and transfer of
electricity to the Company's electric transmission system, and, at
a later date, the cogeneration and transfer of steam to a paper
mill; and

WHEREAS, the Public Service Commission of Wisconsin ("Commission")
has determined that cogeneration and other non-traditional sources
of power are in the best interest of Wisconsin and must be
considered for integrated resource planning in establishing the
long-term electricity supply policies of Wisconsin.  Consistent
therewith, the Company has adopted a "competitive bidding" process
under which competing proposals from all supply side sources
including IPPs and utilities have been evaluated in determining the
least cost generation supply alternatives for meeting the
requirements of its electrical customers with adequate reliability
at reasonable costs; and

WHEREAS, the Parties acknowledge that this Agreement is the result
of a two-stage CPCN process under the regulatory jurisdiction of
the Commission and, as well, is the result of a competitive bidding
process in stage one of that process, which determined the least
cost supply side option for meeting the Company's requirements for
electricity projected at the time of that bid review process; and
that this Agreement and the Facility shall be the subject of the
second stage of that process, and that in stage two, the Commission
will consider all issues subject to its jurisdiction under the
pertinent statutes and regulations associated with its CPCN
authority, which the Commission has not finally determined in stage
one of the CPCN process; and

WHEREAS, the Commission has, in that stage one of the CPCN process,
as the result of the competitive bid process in stage one and the
failure of the Rhinelander Energy Center project, ordered the
Company to negotiate in good faith to attempt to accomplish a power
purchase agreement between Seller and Company which is consistent
with, but in any case not less advantageous to, the Company's
customers than the bid submitted by Seller in that stage one; and

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                                                      Page  2 of 82
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WHEREAS, the Company and Seller believe that this Agreement is
consistent with and, in any case, no less advantageous to the
Company's customers than the bid submitted by Seller in stage one
of the CPCN process based upon the use of assumptions which are
consistent with the assumptions used by the Company in that stage
one bid evaluation; and

WHEREAS, by the execution of this Agreement the Company does not
intend to represent that as of the execution date of the Agreement
its current forecasted system electric demand is consistent with
the construction of the Facility and the purchase of the power
contemplated by this Agreement but rather expects to provide to
Seller pending the CPCN process and to the Commission in the CPCN
process the Company's best and most current information on the
"need" for the Facility issue; and

WHEREAS, Seller asserts that prior to the execution of this
Agreement, the Company's current forecasted system electric demand
was consistent with the construction of the Facility and the
purchase of the power contemplated by this Agreement and
specifically Seller asserts that (1) at the time the Company filed
its forecasted system electric demand in Advance Plan 6; (2) at the
time that the Company filed its CPCN application for the
Rhinelander Energy Center; (3) throughout the competitive bid
process conducted by the Company and the Commission; (4) at the
time of the Commission's Findings of Fact, Conclusions of Law and
Order, dated December 22, 1994, in Docket No. 6690-CE-156; and
(5) at the time that the Company and Rhinelander Paper Company
announced the cancellation of the Rhinelander Energy Center on
July 21, 1995, the Company's then current forecasted system
electric demand filed with the Commission was consistent with the
construction of the Facility and the purchase of the power
contemplated by this Agreement; and

WHEREAS, Seller has assured the Company that it understands and
appreciates the Company's operating and reliability requirements
and has access to the financial resources, technical knowledge,
operating experience, and fuel supply sufficient to design,
construct, and operate this Facility so as to meet the Company's
requirements; and

WHEREAS, Seller may from time to time require additional electric
services such as Supplementary Power, Maintenance Power, and Back-up
Power, and the Company desires to provide said services to
Seller under the terms and conditions provided herein.

NOW THEREFORE, in consideration of the mutual agreements contained
herein, the Parties agree as follows:

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                                                       Page  3 of 82
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                     ARTICLE I:  DEFINITIONS
                     -----------------------

1.1      Defined Terms

         As used in this Agreement, the following terms shall have the
         following meanings:

         1.1.1  "AGREEMENT" means this Power Purchase Agreement
                entered into by Seller and the Company, including
                all Exhibits and any subsequent modifications or
                amendments thereto.

         1.1.2  "AVAILABILITY" shall have the meaning ascribed to
                that term in Section 4.4.1.2 of this Agreement.

         1.1.3  "BACK-UP POWER" is electric energy supplied by the
                Company to replace energy ordinarily generated by
                Seller's own generation equipment, which equipment
                is not available during an unscheduled (i.e. forced)
                outage of that Facility.

         1.1.4  "BILLING CYCLE" means the period of time
                (approximately 30 days) between monthly meter
                readings made pursuant to this Agreement.

         1.1.5  "CALENDAR YEAR" means a twelve-month period
                beginning January 1 and ending December 31.

         1.1.6  "CAPACITY" means the maximum volume of instantaneous
                service (electrical power) that Seller is capable of
                providing to the Company upon demand.

         1.1.7  "CAPACITY PAYMENT" shall have the meaning ascribed
                to that term in Section 5.1.1 of this Agreement.

         1.1.8  "COMMENCEMENT OF CONSTRUCTION" shall mean the
                issuance by Seller of a notice to proceed to the
                construction contractor legally obligating Seller to
                proceed with and carry out the construction of Phase
                I of the Facility.

         1.1.9  "COMMERCIAL OPERATION" means that (a) all start-up
                and testing operations for Phase I are complete, (b)
                a determination has been made by Seller and the
                Company that Phase I of the Facility is able to
                generate electricity for synchronization with, and
                delivery into, the Company's system in accordance
                with the terms of this Agreement, (c) the Company
                has not notified Seller in writing pursuant to
                Section 8.10 hereof that Seller has failed to comply
                with all terms and conditions of this Agreement
                required to be performed prior to the Date of
                Commercial Operation, (d) the Company has inspected
                and approved the operation of the Seller's
                Interconnection Facilities, which approval shall not
                be unreasonably withheld, (e) Seller has provided
                the Company at least 60 days notice declaring its
                intention to commence deliveries of Energy to the
                Company on a specified date and (f) Seller shall
                have established the Initial Net Demonstrated
                Capability of Phase I of the Facility at the level
                and in the manner required by Section 7.2.1.

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         1.1.10 "COMMERCIAL OPERATION DEADLINE" means the absolute
                deadline for the Date of Commercial Operation, which
                shall be July 1, 2002, extended on a day-for-day
                basis for (i) delays in the Scheduled Date of
                Commercial Operation pursuant to Section 12.1.2,
                (ii) delays pursuant to Section 8.1.3, and (iii)
                delays due to Force Majeure in accordance with
                Section 2.7.1.2(b).

         1.1.11 "COMMISSION" means the Public Service Commission of
                Wisconsin or any successor thereto.

         1.1.12 "COMPANY" shall mean Wisconsin Public Service
                Corporation and its successors and assigns in
                accordance with this Agreement.

         1.1.13 "COMPANY'S INTERCONNECTION FACILITIES" shall
                mean those Interconnection Facilities on the
                Company's side of the Interconnection Point.

         1.1.14 "CONSTRUCTION MILESTONE SCHEDULE" shall have the
                meaning ascribed to that term in Section 2.6 of this
                Agreement.

         1.1.15 "CONTEMPLATED ENERGIZING DATE" shall mean the date
                upon which the Interconnection Facilities will be
                prepared for initial energizing.

         1.1.16 "CONTRACT DEVELOPMENT DEPOSIT" shall have the
                meaning ascribed to that term in Section 11.4.3.2(b)
                of this Agreement.

         1.1.17 "CONTRACT PERFORMANCE DEPOSIT" shall have the
                meaning ascribed to that term in Section 11.4.3.2(c)
                of this Agreement.

         1.1.18 "CONTRACT YEAR" shall mean initially the period
                which begins on the Date of Commercial Operation and
                ends on the following December 31 and thereafter the
                periods which begin on January 1 and end on each
                December 31 thereafter with a final year ending on
                the Termination Date.

         1.1.19 "CONVERSION OUTAGE" shall have the meaning ascribed
                to that term in Section 3.2.2.4 of this Agreement.

         1.1.20 "CPCN" shall mean a Certificate of Public
                Convenience and Necessity issued by the Commission
                pursuant to Section 196.491(3), Wis. Stats., and all
                associated Commission approvals required for
                construction of the Facility.

         1.1.21 "CPCN DEVELOPMENT DEPOSIT" shall have the meaning
                ascribed to that term in Section 11.4.3.2(a) of this
                Agreement.

         1.1.22 "CRITICAL COMPONENTS" shall mean those major
                components described in Section 2.4 of this
                Agreement.

         1.1.23 "CURRENT NET DEMONSTRATED CAPABILITY" or "CNDC"
                shall have the meaning ascribed to that term in
                Section 7.2 of this Agreement.

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                                                      Page  5 of 82
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         1.1.24 "DATE OF COMMERCIAL OPERATION" means the date that
                "Commercial Operation" commences.

         1.1.25 "DESIGN DOCUMENTS" shall mean documents describing
                a design of the Facility in sufficient written
                detail to identify:  (a) the location of all major
                equipment and all structures on the Site, including
                all Critical Components; (b) the major items of
                equipment and components, including all Critical
                Components; (c) the relationship and connection of
                major components and all major auxiliary systems;
                (d) the expected operating, fuel use, and emission
                characteristics of the equipment; (e) the control
                and monitoring systems; (f) steam delivery and
                extraction equipment; (g) fire protection and
                related systems meeting National Fire Protection
                Association Standard No. 850; and (h) other matters
                usually contained in the design of similar projects. 
                The documents containing such design shall be in the
                form of descriptive text, blueprints, charts and
                graphs or other appropriate forms, and shall be
                those used by Seller in its design of the Facility.

         1.1.26 "DESIGN NET CAPABILITY PERFORMANCE CURVE" shall have
                the meaning ascribed to that term in Exhibit 7.2 of
                this Agreement.

         1.1.27 "DESIGN NET HEAT RATE PERFORMANCE CURVE" shall have
                the meaning ascribed to that term in Exhibit 7.2 of
                this Agreement.

         1.1.28 "DESIGN RATING" means the Net Energy Output the
                Facility is designed to deliver to the Company over
                a one-hour period, given an ambient temperature of
                90 degrees Fahrenheit, 60 percent (%) relative
                humidity, and the actual elevation of the Site when
                the Facility is in its full output baseload mode of
                operation, and as provided in Section 7.2.

         1.1.29 "DISCOUNT RATE" shall mean a discount rate equal to
                the lesser of (i) 9.5%, or (ii) the Company's pre-tax
                economic cost of capital from the Company's last
                Commission rate order.

         1.1.30 "DISPUTE RESOLUTION PROCESS" shall have the meaning
                ascribed to that term in Article XIX of this
                Agreement.

         1.1.31 "EFFECTIVE DATE" means the date set forth in the
                first paragraph of page one of this Agreement.

         1.1.32 "EFFECTIVE HOURS OF OPERATION" means the total
                number of hours of actual operation of the
                combustion turbine, adjusted to reflect twenty (20)
                hours for each normal Successful Start and four
                hundred (400) hours for each emergency Successful
                Start.

         1.1.33 "ENERGY" means electric energy expressed in
                kilowatt-hours generated by the Facility, delivered
                and sold to the Company.

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                                                      Page  6 of 82
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         1.1.34 "ENVIRONMENTAL LAWS" shall mean all federal, state
                and local laws, statutes, rules, ordinances,
                regulations, orders and requirements relating to: 
                (a) pollution or the protection of the environment
                (including air, surface water, groundwater, soil, land
                service or subsurface strata); or (b) disposal,
                emissions, discharges, spills, releases or threatened
                releases of hazardous substances (as that term is
                defined in federal and Wisconsin Law) to the
                environment; or (c) the processing, distribution,
                transport, treatment, disposal or handling of any
                hazardous substance, hazardous material, solid or
                hazardous waste, petroleum product, radioactive
                material, or substances otherwise regulated on the
                basis that they may present a danger to human health
                or the environment.

         1.1.35 "EXEMPT WHOLESALE GENERATOR" or "EWG" shall mean an
                Exempt Wholesale Generator for which an application
                for determination has been filed and EWG status has
                not been denied by the FERC, provided, however, that
                Seller shall be deemed to satisfy the requirements
                of an EWG notwithstanding the denial of a request
                for determination of EWG status if a subsequent
                application is filed as soon as practicable, and EWG
                status is thereafter granted.

         1.1.36 "FACILITY" means the electric generating facility
                that is designed, purchased, constructed, installed,
                owned, and operated by the Seller under this
                Agreement, as more particularly described in Exhibit
                2.1.B hereto.

         1.1.37 "FERC" means the Federal Energy Regulatory
                Commission or any successor thereto.

         1.1.38 "FINAL SPECIFICATIONS" shall have the meaning
                ascribed to that term in Section 2.3 of this
                Agreement.

         1.1.39 "FORCE MAJEURE" means causes beyond the reasonable
                control of and which occur without the fault or
                negligence of the Party claiming Force Majeure,
                including, without limitation, acts of God, wars,
                insurrections, riots, explosions, fires, floods,
                earthquakes, landslides, lightning, wind, labor
                strikes or lockouts, sabotage or other similar
                events.  Failure of a step-up transformer shall also
                be an event of Force Majeure.

                Force Majeure specifically does not include: 
                (a) unavailability of funds or financing; (b) an event
                caused by conditions of national or local economics or
                markets; (c) delays in obtaining any regulatory
                permits or approvals required by Seller; 
                (d) unavailability of fuel supply except in the case
                where such unavailability is caused by the Company's
                non-delivery to Seller of natural gas or No. 2 oil
                purchased from the Company or transported by the
                Company; (e) any delay in construction of the Facility
                not itself caused by acts of God, wars, insurrections,
                riots, explosions, fires, floods, earthquakes,
                landslides, lightning, wind, labor strikes or
                lockouts, sabotage or other similar events; and
                (f) any failure of equipment which is not directly
                caused by acts of God, wars, insurrections, riots,
                explosions, fires, floods, earthquakes, landslides,
                lightning, wind or sabotage.

                            -111-

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         1.1.40 "FORCED OUTAGE HOURS" means the duration from when
                the Facility failed to achieve a Successful Start in
                response to a Company request or becomes unavailable
                due to an outage during its operation after a
                Successful Start to the time when the Seller
                reasonably demonstrates that the Facility is 
                available for dispatch by the Company in a manner
                reasonably satisfactory to the Company, calculated 
                in a manner consistent with Sections 3.2.2.2, 
                4.4.1.4, and 10.1.4.

         1.1.41 "INCREMENTAL CAPACITY" means the projected capacity
                of the Facility during Phase II which is in excess
                of the Initial Net Demonstrated Capability.

         1.1.42 "INITIAL NET DEMONSTRATED CAPABILITY" or "INDC"
                means the Net Demonstrated Capability of the
                Facility during Phase I, established in accordance
                with Section 7.2.1 of this Agreement.

         1.1.43 "INTERCONNECTION FACILITIES" means all the
                materials, equipment and facilities installed and
                utilized solely for the purpose of interconnecting
                the electrical systems of Seller and the Company
                that are necessary for Seller to economically,
                reliably and safely deliver Energy from the Facility
                to the electrical system of the Company.  Materials,
                equipment and facilities installed as
                Interconnection Facilities and subsequently
                incorporated into the electrical system of the
                Company shall no longer be considered
                Interconnection Facilities for the purposes of this
                Agreement.

         1.1.44 "INTERCONNECTION POINT" means the physical point or
                points at which interconnection is made between the
                electrical systems of Seller and the Company, as
                more specifically described in Exhibit 9.1 hereto. 
                In the event that the Interconnection Point shall
                consist of more than one physical point, then the
                flow of energy across the Interconnection Point
                shall at all times be equal to the instantaneous
                total net flow of energy across all physical points
                which shall constitute such Interconnection Point.

         1.1.45 "ISO-CONDITIONS" are defined as 59 degrees
                Fahrenheit ambient temperature, sea level and 60
                percent (%) relative humidity.

         1.1.46 "LAW" shall mean any federal, state or local law,
                rule, regulation or governmental requirement of any
                kind and the rules, regulations or orders
                promulgated thereunder. 

         1.1.47 "LIQUIDATED DAMAGES" shall have the meaning ascribed
                to that term in Section 11.4 of this Agreement.

         1.1.48 "MAINTENANCE POWER" is electric energy supplied by
                the Company during scheduled outages of Seller's
                Facility.

         1.1.49 "MAJOR OVERHAUL" shall have the meaning ascribed to
                that term in Section 3.2.2.2 of this Agreement.

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                                                      Page  8 of 82
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         1.1.50 "MANUFACTURER'S MAINTENANCE REQUIREMENTS" means the
                minimum time period required for Scheduled Routine
                Maintenance, and the maximum time which can elapse
                between periods of Scheduled Routine Maintenance,
                without endangering the Facility or its operator(s),
                increasing the likelihood of Forced Outages or other
                operational problems, or shortening the useful life
                of the Facility or any component thereof, determined
                in accordance with Prudent Electrical Practices and
                the manufacturer's specifications for the Facility.

         1.1.51 "METERING DEVICE" means an instrument or instruments
                used for a purpose described in Section 6.1.1.

         1.1.52 "METERING POINT" means the point on the 138 KV side
                of the 13.8-138 KV step up transformer(s) where the
                Metering Device(s) are located.

         1.1.53 "MMBTU" means one million (1,000,000) British
                Thermal Units.

         1.1.54 "NAMEPLATE RATING" means the Net Energy Output the
                Facility is designed to deliver to the Company over
                a one-hour period, given International Standard
                Organization referenced conditions ("ISO-Conditions")
                corrected to the Referenced Site Conditions of the
                Facility, when the Facility is in its full output
                baseload mode of operation.

         1.1.55 "NET DEMONSTRATED CAPABILITY" means the maximum
                capacity expressed in kilowatts that the Facility's
                generators can sustain under the method of testing
                set forth in Article VII less any capacity utilized
                for the Facility's Station Use and any losses
                between the Facility and the Interconnection Point. 

         1.1.56 "NET DEMONSTRATED HEAT RATE" shall have the meaning
                ascribed to that term in Exhibit 7.2.

         1.1.57 "NET ENERGY OUTPUT" means the gross electrical
                output from the generators less Station Use and any
                losses between the Facility and the Interconnection
                Point, measured at 138 KV.

         1.1.58 "NICOLET PAPER MILL" shall mean the paper mill in
                DePere, Wisconsin, owned as of the Effective Date by
                International Paper Company, at which the Facility
                will be located.

         1.1.59 "OFF-PEAK HOURS" shall be all hours that are not
                On-Peak Hours.  

         1.1.60 "OFF-PEAK MONTHS" shall be those months of the
                Calendar Year that are not On-Peak Months.

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         1.1.61 "ON-PEAK HOURS" refers to those hours Monday through
                Friday from 9:00 a.m. to 7:00 p.m., except Holidays.

         1.1.62 "ON-PEAK MONTHS" shall be the months of January,
                July, August and December of each Calendar Year,
                except as otherwise agreed to by the Parties.

         1.1.63 "OUTSTANDING DEBT" shall mean all amounts due to any
                Project Lender and secured by the Facility,
                including, without limitation, principal and
                interest due on any amounts advanced by any Project
                Lender; any cost, fee, penalty, premium or other
                amount due in connection with such amounts or the
                prepayment thereof; and any cost, fee, penalty,
                premium or other amount due in connection with the
                termination of any interest swap, cap, collar or 
                other interest rate protection arrangement associated
                with such amounts.

         1.1.64 "PHASE I" shall mean the development, ownership,
                operation and maintenance of a simple cycle
                combustion turbine electric generating facility, as
                more fully described in Exhibit 2.1.B.

         1.1.65 "PHASE II" shall mean the development, ownership,
                operation and maintenance of a combined cycle
                combustion turbine electric generating facility,
                incorporating some or all of the components of Phase
                I of the Facility, as more fully described in
                Exhibit 2.1.B.

         1.1.66 "PHASE II COMMENCEMENT OF CONSTRUCTION" shall mean
                the issuance by Seller of a notice to proceed to the
                construction contractor legally obligating Seller to
                proceed with and carry out the construction of Phase
                II of the Facility.

         1.1.67 "PHASE II COMMERCIAL OPERATION DEADLINE" means the
                absolute deadline for the Phase II Date of
                Commercial Operation, which shall be January 1,
                2006, extended on a day-for-day basis for (i) delays
                in the Scheduled Date of Commercial Operation
                pursuant to Section 12.1.3, (ii) delays pursuant to
                Section 8.1.3 and (iii) delays due to Force Majeure
                in accordance with Section 2.7.1.4(b).

         1.1.68 "PHASE II CONTRACT PERFORMANCE DEPOSIT" shall have
                the meaning ascribed to that term in Section
                11.4.3.2(d) of this Agreement.

         1.1.69 "PHASE II DATE OF COMMERCIAL OPERATION" is the first
                day Energy is delivered to the Company on or after
                the completion of construction of Phase II of the
                Project.

         1.1.70 "PHASE II INITIAL NET DEMONSTRATED CAPABILITY" or
                "Phase II INDC" means the Net Demonstrated
                Capability of the Facility during Phase II,
                established in accordance with Section 7.2.2 of this
                Agreement.

         1.1.71 "PHASE II SCHEDULED DATE OF COMMERCIAL OPERATION"
                shall mean the first day of the twenty-ninth (29th)
                month after the necessary permits and approvals are
                received to commence construction for Phase II
                (including, but not limited to, the CPCN for Phase
                II), extended on a day-for-day basis for (i) delays
                in the Phase II 

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                                                      Page 10 of 82
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                Scheduled Date of Commercial Operation pursuant to
                Section 12.1.3, (ii) delays in the Phase II Scheduled
                Date of Commercial Operation pursuant to Section
                15.1.1.5, (iii) delays pursuant to Section 8.1.3 and
                (iv) delays due to Force Majeure or a good-faith
                invocation of the Dispute Resolution Process.

         1.1.72 "PRACTICES IN THE INDEPENDENT POWER INDUSTRY" means
                those practices, methods, and equipment, as changed
                from time to time, that are commonly used in prudent
                electrical engineering and operations to construct,
                operate, and maintain equipment for the generation
                and delivery of electricity comparable to the
                Facility by independent power producers, lawfully
                and with efficiency and dependability, and that are in
                accordance with national safety codes dealing with
                electrical engineering for the safe production of
                electricity.

         1.1.73 "PREVENTION ACTIVITIES" are those activities
                referenced in Section 3.2.4.1(b) of this Agreement.

         1.1.74 "PROJECT LENDER" shall mean any financial
                institution or other creditor providing any
                financing or refinancing from time to time in
                connection with the development, construction,
                ownership, operation, maintenance or improvement of
                the Facility.

         1.1.75 "PROJECT MANAGER" shall have the meaning ascribed to
                that term in Section 19.1 of this Agreement.

         1.1.76 "PRUDENT ELECTRICAL PRACTICES" means those
                practices, methods, and equipment, as changed from
                time to time, that are commonly used in prudent
                electrical engineering and operations to construct,
                operate, and maintain equipment for the generation
                and delivery of electricity, lawfully and with
                efficiency and dependability, and that are in
                accordance with national safety codes dealing with
                electrical engineering for the safe production of
                electricity, and shall include Practices in the
                Independent Power Industry to the extent that such
                practices, methods and equipment are more stringent
                than Prudent Electrical Practices.

         1.1.77 "PUHCA" means the Public Utility Holding Company
                Act, as amended from time to time.

         1.1.78 "PURPA" means the Public Utility Regulatory Policies
                Act of 1978, as amended from time to time.

         1.1.79 "QUALIFYING FACILITY" shall have the meaning set
                forth in PURPA and in Part 292 of the rules and
                regulation of the FERC under PURPA.

         1.1.80 "REFERENCED SITE CONDITIONS" are defined as 59
                degrees Fahrenheit ambient temperature, the
                elevation of the Facility with respect to sea level
                and 60 percent (%) relative humidity.

         1.1.81 "RULES" are such Rules, Regulations and Orders
                promulgated by the Commission as shall be in effect
                from time to time.

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                                                      Page 11 of 82
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         1.1.82 "SCHEDULED DATE OF COMMERCIAL OPERATION" shall mean
                the first day of the twenty-seventh (27th) month
                after approval of the CPCN by the Commission,
                extended on a day-for-day basis for (i) delays in
                the Scheduled Date of Commercial Operation pursuant
                to Section 12.1.2, (ii) delays in the Scheduled Date
                of Commercial Operation pursuant to Section
                15.1.1.2, (iii) delays pursuant to Section 8.1.3,
                and (iv) delays due to Force Majeure or a good-faith
                invocation of the Dispute Resolution Process.

         1.1.83 "SCHEDULED ROUTINE MAINTENANCE" shall have the
                meaning ascribed to that term in Section 3.2.2.1 of
                this Agreement.

         1.1.84 "SELLER" shall mean DePere Energy LLC and its
                successors and assigns in accordance with this
                Agreement.

         1.1.85 "SELLER'S INTERCONNECTION FACILITIES" shall
                mean those Interconnection Facilities on
                Seller's side of the Interconnection Point.

         1.1.86 "SENIOR EXECUTIVE" shall have the meaning ascribed
                to that term in Section 19.1 of this Agreement. 

         1.1.87 "SITE" shall mean the parcel of real estate,
                described in Exhibit 2.1.A, in the City of DePere,
                Wisconsin, to be transferred from International
                Paper Company and owned or leased by Seller and on
                which the Facility will be constructed and operated.

         1.1.88 "STARTING RELIABILITY" means the total number of
                Successful Starts for delivery of Energy to the
                Company divided by the total number of requested
                Facility starts by the Company.

         1.1.89 "STATION USE" means the kilowatts and the
                kilowatt-hours of electricity which are used by 
                Seller solely for the purposes of excitation and
                operation of the Facility.

         1.1.90 "SUCCESSFUL START" means causing the Facility's
                combustion turbine generator to achieve electrical
                synchronization with the Company's system within
                plus or minus fifteen (15) minutes of the time
                requested by the Company, provided the Seller has
                received the minimum notice required by Section
                3.1.6. hereof for non-emergency situations, and, in
                addition, during Phase II, the electrical
                synchronization of the Facility's steam turbine
                generator with the Company's system within a
                reasonable time after electrical synchronization of
                the Facility's combustion turbine generator with the
                Company's system.  Successful Start shall also
                include any Facility start requested by the Company
                if the request is subsequently withdrawn within two
                (2) hours and fifteen (15) minutes before Seller
                would have been required to achieve electrical
                synchronization with the Company's system.

         1.1.91 "SUPPLEMENTARY POWER" is electric energy supplied by
                Company regularly used by Seller in addition to (a)
                any electric energy generated by Seller's Facility
                itself, and/or (b) provided by the Company as either
                Back-up Power or Maintenance Power.

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                                                      Page 12 of 82
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         1.1.92 "SYSTEM EMERGENCY" means a condition on or affecting
                the Company system which is likely to result in
                disruption of safe, adequate and continuous electric
                service to the Company customers or could endanger
                life or property, which condition is materially
                adversely affected by the continued deliveries of
                Energy from the Facility. 

         1.1.93 "TECHNOLOGICAL MODIFICATION" shall have the meaning
                ascribed to that term in Section 2.9 of this
                Agreement.

         1.1.94 "TERM" shall mean the period of time during which
                the Agreement is in effect and is described in
                Article XV of this Agreement.

         1.1.95 "TERMINATION DATE" shall have the meaning ascribed
                to that term in Section 15.1.1 of this Agreement.

         1.1.96 "TRANSFER INTEREST" shall have the meaning ascribed
                to that term in Section 16.3.2 of this Agreement.

         1.1.97 "UNSCHEDULED OUTAGE" means an interruption in the
                generation and delivery of Energy under the
                Agreement which interruption was not previously
                scheduled by Seller pursuant to Section 3.2.2
                hereof.

       ARTICLE II:  DESIGN AND CONSTRUCTION OF THE FACILITY
       ----------------------------------------------------

2.1      The Facility

         The Company and Seller agree that the long-term electric
         supply contemplated under this Agreement shall be provided by
         an electric generation Facility, constructed in two phases,
         which Facility shall be located at the Site described in
         Exhibit 2.1.A., and shall have a projected Nameplate Rating
         of 179,841 KW in Phase I and a projected Nameplate Rating of
         237,246 KW in Phase II.  The Facility shall have the
         conceptual design characteristics set forth in Exhibit 2.1.B,
         together with all support equipment, structures and
         facilities other than the Company's Interconnection
         Facilities.  Interconnection Facilities are addressed in
         Article IX of this Agreement.

2.2      Company Interest in Design Specifications

         Because the Company has certain rights in the Facility under
         this Agreement in certain circumstances, and because the
         Company is relying upon the reliability of the Facility over
         the life of this Agreement as one of the material reasons the
         Company is entering into this Agreement in this form, Seller
         acknowledges and agrees the Company has a material interest
         in the specifications for, and construction of, the Facility. 
         
2.3      Approval of Design Specifications

         2.3.1  Seller, after the Effective Date, under a schedule
                to be established within ninety (90) days of the
                Effective Date, shall produce conceptual documents
                for Phase I of the Facility and shall provide the
                Company with copies of the conceptual 


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                                                      Page 13 of 82
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                documents for its review and information upon their
                completion.  Seller, under a schedule to be
                established within ninety (90) days after receipt of
                the CPCN, shall produce Design Documents for Phase I
                of the Facility and shall provide the Company with
                copies of the Design Documents for its review and
                information upon their completion.  The Company shall
                notify Seller within thirty (30) working days after
                receipt of the Design Documents of any objections and
                suggested improvements or other comments the Company
                has based upon a good-faith evaluation of the design
                with respect to the reasonable reliability of the
                Facility consistent with Prudent Electrical
                Practices, and its impact on the Company's system. 
                If mutual agreement is not reached on what design is
                consistent with this Agreement when the design is
                premised on the Facility being constructed and
                operated using Prudent Electrical Practices, the
                disputed issues shall be submitted to the Dispute
                Resolution Process.  If the objections of the
                Company are affirmed in whole or in part by the
                Dispute Resolution Process, and if Seller does not
                modify the Facility design in accordance with the
                results of the Dispute Resolution Process as soon as
                is reasonably practical (which time period shall be
                determined within the Dispute Resolution Process),
                the Company may terminate this Agreement without any
                liability whatsoever to the Seller.  If mutual
                agreement is reached regarding the Design Documents,
                or if Seller modifies the documents in accordance
                with the decision of the Dispute Resolution Process,
                Seller shall promptly proceed with developing
                detailed engineering specifications ("Final
                Specifications") and a vendor selection process for
                Phase I of the Facility.

         2.3.2  Seller, after the Effective Date, under a schedule
                consistent with achieving the Phase II Date of
                Commercial Operation in accordance with this
                Agreement (which schedule shall be established at
                least 36 months prior to the Phase II Scheduled Date
                of Commercial Operation, or if mutual agreement is
                not reached with respect to such schedule, within
                the time period determined by the Dispute Resolution
                Process), shall produce Design Documents for Phase
                II of the Facility and shall provide the Company
                with copies of the Design Documents for its review
                and information upon their completion.  The Company
                shall notify Seller within thirty (30) working days
                after receipt of the Design Documents of any
                objections and suggested improvements or other
                comments the Company has based upon a good-faith
                evaluation of the design with respect to the
                reasonable reliability of the Facility consistent
                with Prudent Electrical Practices, and its impact on
                the Company's system.  If mutual agreement is not
                reached on what design is consistent with this
                Agreement when the design is premised on the
                Facility being operated using Prudent Electrical
                Practices, the disputed issues shall be submitted to
                the Dispute Resolution Process.  If the objections
                of the Company are affirmed in whole or in part by
                the Dispute Resolution Process, and if Seller does
                not modify the Facility design in accordance with
                the results of the Dispute Resolution Process as
                soon as is reasonably practical (which time period
                shall be determined within the Dispute Resolution
                Process), the Company may terminate this Agreement
                with respect to its obligation to purchase the
                Incremental Capacity of the Facility without any
                liability whatsoever to the Seller, in which case
                Seller shall not proceed with the development of
                Phase II without the Company's prior authorization;
                provided, however, that the rights and obligations
                of the Parties with respect to Phase I of the
                Facility shall be unaffected by such termination.

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                                                      Page 14 of 82
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                Notwithstanding anything herein to the contrary, the
                Company shall have the right to have the terms of
                this Agreement revised to require Seller to modify
                the Design Documents for Phase II of the Facility to
                reflect any improvements suggested by the Company,
                which would constitute Technological Modifications
                (as defined in Section 2.9 hereof) and which are
                based on technological developments occurring after
                the Effective Date, under such terms as will assure
                Seller the recovery of its costs for such
                improvements, and as will hold Seller harmless from
                any additional risks or operating costs associated
                with the improvements, and as will achieve an
                equitable sharing between the Parties of the
                benefits of the improvements.  If mutual agreement
                is reached regarding the Design Documents, or if
                Seller modifies the documents in accordance with the
                decision of the Dispute Resolution Process, Seller
                shall promptly proceed with developing detailed
                engineering specifications ("Final Specifications")
                and a vendor selection process for Phase II of the
                Facility.

2.4      Approval of Critical Components

         Seller shall disclose to the Company the Final Specifications
         and recommended vendors for the Critical Components for Phase
         I and Phase II of the Facility sufficiently in advance of
         making a request for proposal from potential vendors so that
         the Company will have fifteen (15) days to provide comments
         regarding such specifications or proposed vendors.
         Components and material which will be considered Critical
         Components are more specifically described and listed in
         Exhibit 2.4.

         2.4.1  The Company shall have the same objection rights
                regarding the Critical Components of Phase I as is
                established in Section 2.3.1 for the design of Phase
                I.  If an objection of the Company regarding
                Critical Components based upon reliability concerns
                is affirmed by the Dispute Resolution Process and if
                Seller does not modify the Critical Components in
                accordance with the results of the Dispute
                Resolution Process as soon as is reasonably
                practical (which time period shall be determined
                within the Dispute Resolution Process), then the
                Company shall have the right to terminate the
                Agreement without any liability whatsoever to the
                Seller.

         2.4.2  The Company shall have the same objection rights
                regarding the Critical Components of Phase II as is
                established in Section 2.3.2. for the design of
                Phase II.  If an objection of the Company regarding
                Critical Components based upon reliability concerns
                is affirmed by the Dispute Resolution Process and if
                Seller does not modify the Critical Components in
                accordance with the results of the Dispute
                Resolution Process as soon as is reasonably
                practical (which time period shall be determined
                within the Dispute Resolution Process), then the
                Company shall have the right to terminate the
                Agreement with respect to the Incremental Capacity
                of the Facility without any liability whatsoever to
                the Seller; provided, however, that the rights and
                obligations of the Parties with respect to Phase I
                of the Facility shall be unaffected by such
                termination.

         2.4.3  The award of any bid on a Critical Component (other
                than the award of a bid on the combustion turbine to
                Westinghouse Electric Corp.) shall be subject to the
                Company's approval, provided, however, that (a) if
                bids are obtained from at least 

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                                                      Page 15 of 82
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                three (3) independent bidders with reasonable
                qualifications, the Company may not withhold its
                approval for all competing bids; (b) notice of
                disapproval and the reasons therefor must be given to
                Seller within 10 days; and (c), in any event, approval
                must not be unreasonably withheld with respect to any
                bid.

2.5      Construction

         Seller shall construct the Facility substantially in
         accordance with the Design Documents, the Final
         Specifications, applicable building codes and standards and
         good engineering and construction practices.  Seller shall
         bear the sole responsibility and costs for complying with all
         legal requirements associated with constructing the Facility,
         including all environmental requirements.

2.6      Construction Milestone Schedule Assurances

         The Construction Milestone Schedule for the Facility is set
         forth in Exhibit 2.6.  Seller shall provide the Company
         written notice of the date upon which it meets each milestone
         in the Construction Milestone Schedule.  Timeliness in
         meeting dates and milestones for construction of the Facility
         is of the essence under this Agreement.  

         2.6.1  Seller shall, consistent with Prudent Electrical
                Practices, include in contracts with vendors,
                contractors and service providers, reasonable and
                customary warranties and other enforceable
                commitments to timely and competent performance
                consistent with the Construction Milestone Schedule,
                including performance bonds where appropriate,
                required for maintenance of the Construction
                Milestone Schedule.

         2.6.2  Seller will submit its application for a CPCN to the
                Commission at the earliest reasonable date after the
                Effective Date which is consistent with the
                regulations or operating procedures of the
                Commission and is timely and consistent with meeting
                the Construction Milestone Schedule.  Except as
                otherwise provided herein, the Date of Commercial
                Operation shall occur on or before the Scheduled
                Date of Commercial Operation, but in any case not
                later than the Commercial Operation Deadline.

         2.6.3  Seller shall submit its application for a CPCN (if
                required) and an air permit for Phase II by
                September 1, 2001.  Except as otherwise provided
                herein, the Phase II Date of Commercial Operation
                shall occur on or before the Phase II Scheduled Date
                of Commercial Operation, but in any case not later
                than the Phase II Commercial Operation Deadline.

2.7      Delay in Date of Commercial Operation

         2.7.1  Force Majeure Delays.

           2.7.1.1  If an event in the Construction Milestone
                    Schedule is delayed due to an event of Force
                    Majeure or a good-faith invocation of the
                    Dispute Resolution Process, the Scheduled Date
                    of Commercial Operation and all milestone
                    dates subsequent to the event so delayed in
                    the portion of the 

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                                                      Page 16 of 82
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                    Construction Milestone Schedule pertaining to
                    Phase I shall be extended, but by no more than
                    that reasonable amount of time commensurate with
                    the delay caused by the event, and not beyond the
                    Commercial Operation Deadline except as
                    provided in Section 2.7.1.2.  Seller shall take
                    reasonable and prudent steps to offset or minimize
                    the effects of any delays.

           2.7.1.2  If an event of Force Majeure or a good-faith
                    invocation of the Dispute Resolution Process
                    would delay the Date of Commercial Operation
                    to a date after the Commercial Operation
                    Deadline, the Company shall have the option
                    to:

              (a)   Terminate this Agreement pursuant to Section
                    11.1, in which case the Company shall not be
                    entitled to any Liquidated Damages or other
                    damages or compensation with respect to such
                    termination.

              (b)   Grant Seller a day-for-day extension of the
                    Commercial Operation Deadline equal to the
                    duration of the Force Majeure or good-faith
                    invocation of the Dispute Resolution Process,
                    up to a maximum of one hundred and eighty-three
                    (183) days, in which case, the Company
                    shall be entitled to collect Liquidated
                    Damages in the event that the Date of
                    Commercial Operation has not occurred by the
                    Commercial Operation Deadline, as so extended.

           2.7.1.3  If an event in the Construction Milestone
                    Schedule with respect to Phase II is delayed
                    due to an event of Force Majeure or a good-faith
                    invocation of the Dispute Resolution Process, 
                    the Phase II Scheduled Date of Commercial
                    Operation and all milestone dates subsequent to
                    the event so delayed in the portion of the
                    Construction Milestone Schedule pertaining to
                    Phase II shall be extended, but by no more than
                    that reasonable amount of time commensurate with
                    the delay caused by the event, and not beyond the
                    Phase II Commercial Operation Deadline except as
                    provided in Section 2.7.1.4.  Seller shall take
                    reasonable and prudent steps to offset or minimize
                    the effects of any delays.

           2.7.1.4  If an event of Force Majeure or a good-faith
                    invocation of the Dispute Resolution Process
                    would delay the Phase II Date of Commercial
                    Operation to a date after the Phase II
                    Commercial Operation Deadline, the Company
                    shall have the option to:

              (a)   Terminate this Agreement pursuant to Section
                    11.1 with respect to the Incremental Capacity
                    of the Facility; provided, however, that the
                    rights and obligations of the Parties with
                    respect to Phase I of the Facility shall be
                    unaffected by such termination, in which case
                    the Company shall not be entitled to any
                    damages or other compensation with respect to
                    such termination.

                            -121-

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                                                      Page 17 of 82
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              (b)   Grant Seller a day-for-day extension of the
                    Phase II Commercial Operation Deadline equal
                    to the duration of the Force Majeure or good-faith
                    invocation of the Dispute Resolution
                    Process, up to a maximum of one hundred and
                    eighty-three (183) days, in which case, the
                    Company shall be entitled to purchase the
                    Facility in accordance with Section 11.4.1.3
                    in the event that the Phase II Date of
                    Commercial Operation has not occurred by the
                    Phase II Commercial Operation Deadline, as so
                    extended.

  2.8    Seller's Responsibility for Design and Construction

         Actions or inactions by the Company, or rights of the Company
         under this Agreement, to review, comment upon or approve the
         design, vendors, contractors or construction of the Facility
         shall not constitute a warranty or representation by the
         Company that a design, vendor, contractor or mode of
         construction consistent with such comments or lack of
         comments shall cause the Facility to operate in conformance
         with the requirements of this Agreement and no action or
         inaction by the Company regarding its rights to review,
         comment upon or approve designs, specifications, vendors or
         contractors shall operate to diminish in any respect the
         obligation of Seller, and the liability of Seller established
         otherwise under this Agreement, to provide Capacity and
         Energy consistent with the terms of this Agreement.

2.9      Significant Technological Modifications

         During the Term of this Agreement, developments in electric
         generation technology may permit a modification to the
         Facility which would cause it to operate in a materially more
         efficient manner, i.e., which would increase the efficiency
         of converting BTUs of fuel into KWH of electricity by more
         than three (3) percent (%) (herein "Technological
         Modification"), provided, however, that the implementation of
         Phase II of the Facility shall not itself be considered to be
         a Technological Modification for purposes of this paragraph,
         but pursuant to Section 2.3.2 hereof, the Company may request
         a Technological Modification to Phase II.  Seller shall not
         make any material modification to the Facility, including a
         modification in the nature of a Technological Modification to
         the Facility without the prior consent of the Company, which
         consent shall not be unreasonably withheld.  If the
         modification constitutes a Technological Modification, the
         Company shall have a right to have the terms of this
         Agreement revised to require Seller to make the Technological
         Modification to the Facility under such terms as will assure
         Seller the recovery of its costs for the Technological
         Modification and as will hold Seller harmless from any
         additional risks or operating costs associated with the
         modification, and as will achieve an equitable sharing
         between the Parties of the benefits of the Technological
         Modification.  The Company shall have the right to propose a
         Technological Modification for the Facility which Seller
         agrees to consider in good faith.  The Parties agree to
         pursue good-faith negotiations to accomplish revisions to the
         terms of this Agreement to ensure Seller's recovery of its
         costs and to achieve an equitable sharing of the enhanced
         benefits of the proposed Technological Modification, as set
         forth above.  If the Parties are unable to reach mutual
         agreement, the Company shall have the right to invoke the
         Dispute Resolution Process of Article XIX of this Agreement.

                            -122-

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                                                      Page 18 of 82
                                                          ----  ----


2.10     Application of Confidentiality Provisions

         The confidentiality provisions of Article XX shall apply to
         all information provided by either Party to the other Party
         under this Article II or any other provisions of this
         Agreement.

               ARTICLE III:  OPERATION OF FACILITY
               -----------------------------------

3.1      Dispatchability

         In addition to the Company's rights to reduce energy
         deliveries pursuant to Section 3.2.4.1 and except during
         Scheduled Routine Maintenance, Major Overhauls, and the
         Conversion Outage pursuant to Section 3.2.2, the Company
         shall have the right, to fully dispatch the Facility second
         by second using remote automatic generation control, within
         the design limits of the Facility, and subject to the
         following notices:

         3.1.1  The Company shall provide Seller with the type of
                information utilized by the Company for its own
                facilities regarding potential scheduling of
                operation of the Facility as such information
                becomes available.

         3.1.2  By the last Friday of each month, the Company will
                provide Seller with a projected schedule of
                operations for the following month.

         3.1.3  By Friday of each week, the Company will provide
                Seller with a projected schedule of operations for
                the following week.  This schedule shall include for
                each day of the week on an hour-by-hour basis the
                periods during which the Company expects to dispatch
                the Facility.

         3.1.4  By 10:00 a.m. of each day, the Company will provide
                Seller with its best estimate of the expected
                Facility dispatch schedule for the twenty-four (24)
                hours beginning 8:00 a.m. of the following day,
                including start time, shutdown time and hourly
                generation levels.  The Company shall inform Seller
                of any changes in the following day's Facility
                dispatch schedule as soon as is reasonably
                practical.

         3.1.5  Notwithstanding any estimated schedule provided by
                the Company, the actual dispatch schedule will be
                determined by system operating requirements and
                economic dispatch considerations, and may differ
                substantially from the estimated schedule.  In no
                event shall the Company be liable to Seller for any
                discrepancy between the actual dispatch schedule and
                the projected schedule or any Seller costs or
                damages arising directly or indirectly therefrom.

         3.1.6  The Company will provide Seller with at least two
                (2) hours oral notice, followed by written or
                electronic confirmation within one (1) hour, of a
                request to accomplish start up of the Facility under
                normal operating conditions.  Under electrical
                system emergency conditions, the Company may request
                a start up of the Facility as soon as possible.  Any
                oral notice or request shall be confirmed
                electronically or in writing within one (1) hour. 
                The Seller shall use its reasonable 

                            -123-

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                                                      Page 19 of 82
                                                          ----  ----


                best efforts in responding to the Company's request to
                expedite the start up of the Facility.

         3.1.7  Upon oral notice by the Company of a request to shut
                down the Facility, Seller shall shut down the
                Facility according to the schedule requested by the
                Company, using reasonable shut down ramp rates and
                procedures, and in a manner consistent with the
                technical capabilities of the Facility and the need
                to provide continuity in the supply of steam to
                Seller's thermal energy customer consistent with the
                time required to bring the auxiliary boiler from a
                warm condition to the pressure and temperature
                necessary to provide steam from the auxiliary
                boiler.  Any oral notice or request shall be
                confirmed electronically or in writing as soon as is
                practical, but in any event within one (1) hour.

         3.1.8  Notwithstanding anything in this Section 3.1 to the
                contrary, the Company shall not dispatch the
                Facility in a manner that would cause it to exceed
                the following operating limitations, or such
                alternate operating limitations as may be allowed
                under Seller's air permit for the Facility, provided
                that Seller shall not seek air permits which require
                more restrictive operating limits than provided in
                (a) and (b) below:
 
                (a)   Prior to the Phase II Date of Commercial
                      Operation, the Facility shall not be operated
                      more than two thousand (2,000) hours in any
                      consecutive twelve (12) month period, of which
                      not more than four hundred (400) hours shall
                      be at or below fifty percent (50%) of CNDC,
                      and not more than eight hundred (800) hours
                      shall be at or below seventy-five percent
                      (75%) of CNDC.

                (b)   Following the Phase II Date of Commercial
                      Operation, the Facility shall not be operated
                      more than eight thousand, three hundred and
                      twenty-two (8,322) hours in any consecutive
                      twelve (12) month period, of which not more
                      than one thousand, four hundred (1,400) hours
                      shall be at or below sixty percent (60%) of
                      CNDC, and not more than three thousand, nine
                      hundred (3,900) hours shall be at or below
                      seventy-five percent (75%) of CNDC.

                (c)   If, as a result of energy sales to third
                      parties, the Company is unable to dispatch the
                      Facility without exceeding the limits set
                      forth in this Section 3.1.8, Seller shall
                      reimburse the Company for the incremental cost
                      of energy to replace Energy that the Facility
                      would have been able to deliver to the Company
                      if Seller had not delivered energy to a party
                      other than the Company.

         3.1.9  The combustion turbine's primary fuel is to be
                natural gas with no. 2 oil (with a maximum sulfur
                content of 0.05 percent) to serve as the backup
                fuel.  Use of no. 2 oil is intended only when
                natural gas is not available.  Seller shall give the
                Company prior notice of its intention to operate the
                Facility using no. 2 oil.  The Company shall have
                the right to supply natural gas to the Facility in
                accordance with Section 5.1.3.4.

                            -124-

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                                                      Page 20 of 82
                                                          ----  ----


         3.1.10 Seller shall provide the Company notice as soon as
                is reasonably practical of the Seller's schedule for
                the delivery of energy to a party other than the
                Company.  During any hour that the Facility is
                delivering Energy to the Company at the Company's
                request, Seller shall not deliver energy from the
                Facility, other than energy from capacity of the
                Facility in excess of the CNDC, to a party other
                than the Company without the Company's prior
                approval, which approval shall not be unreasonably
                withheld.

3.2      Operation of Facility

         3.2.1  The Facility shall be operated and maintained by
                Seller in accordance with Prudent Electrical
                Practices, manufacturers' specifications and
                recommendations, and otherwise in a manner to assure
                that Capacity and Energy is reliably delivered in
                the manner required by this Agreement.  Seller shall
                establish and at all times maintain operating
                procedures and records, of a type which are
                consistent with utility record keeping practices for
                similar facilities regarding the operation and
                maintenance of the Facility.  Such records may be
                audited by the Company.  Seller shall employ
                qualified personnel for operating the Facility and
                for coordinating operations of the Facility with the
                Company system.  Seller shall ensure that adequate
                personnel to perform its obligations under this
                Agreement are on duty at all times, 24 hours a day
                and 7 days a week.  Other than when the Facility is
                unavailable, due to Scheduled Routine Maintenance or
                Major Overhauls as established pursuant to Sections 
                3.2.2.1 and  3.2.2.2, the Facility shall to the
                limit of its net capabilities be available all of
                the total On-Peak Hours and Off-Peak Hours.

         3.2.2  Maintenance

                3.2.2.1     Routine Maintenance.  Seller shall
                            -------------------
                            maintain the Facility in accordance with
                            Prudent Electrical Practices.  The Company
                            shall inform Seller on or before September
                            1st of each Calendar Year of the schedule
                            for Scheduled Routine Maintenance to be
                            conducted by Seller, which shall include
                            normal overhauls, for the Facility and
                            Seller's Interconnection Facilities for
                            the following Calendar Year; provided,
                            however, the Company will not schedule,
                            and Seller may not conduct, Scheduled
                            Routine Maintenance during On-Peak Months
                            or On-Peak Hours (if, with respect to
                            On-Peak Hours, it is practical to
                            accomplish such Scheduled Routine
                            Maintenance only during Off-Peak Hours),
                            unless otherwise agreed to by the Parties
                            in writing.  The schedule for Scheduled
                            Routine Maintenance of the Facility
                            proposed by the Company shall be
                            consistent with the Manufacturer's
                            Maintenance Requirements.

                       (a)  Either Party may request a change to the
                            schedule for Scheduled Routine
                            Maintenance, and the Party receiving such
                            a request shall not unreasonably refuse to
                            grant it.

                            -125-

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                                                      Page 21 of 82
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                       (b)  If the Facility experiences an Unscheduled
                            Outage during an Off-Peak Month, Seller
                            may reschedule Scheduled Routine
                            Maintenance to coincide with the
                            Unscheduled Outage and treat the
                            Unscheduled Outage time as if it were
                            Scheduled Routine Maintenance.

                3.2.2.2     Major Overhauls.  For the purpose of
                            ---------------
                            examination and repair of all internal
                            rotating and stationary components from
                            the inlet of the combustion turbine to the
                            exhaust of the combustion turbine, 
                            or other non-routine maintenance required
                            pursuant to vendors' specifications or
                            otherwise required under Prudent
                            Electrical Practices ("Major Overhauls"),
                            Seller may have up to four-hundred and
                            ninety-five (495) hours in a 60-month
                            consecutive period for Major Overhauls,
                            and not in excess of five (5) Major
                            Overhaul periods during the Term of this
                            Agreement, and in any case, Major
                            Overhauls shall not occur any more
                            frequently than thirty-six (36) months
                            between such Major Overhauls.  If Major
                            Overhauls cause the Facility not to be
                            available for more than 495 hours in a
                            60-month consecutive period, then such
                            hours of non-availability shall not in
                            and of themselves constitute a breach 
                            of this Agreement by Seller but shall 
                            be treated as Forced Outage Hours.  
                            Major Overhauls shall be scheduled by
                            Seller by September 1 for the Calendar
                            Year following the notice date, and shall
                            be scheduled in Off-Peak Months. The
                            limitations on the scheduling of Major
                            Overhauls set forth in this 
                            Section 3.2.2.2 are based on the
                            assumption that the Facility will be
                            operated as an intermediate load facility,
                            with no more than 5500 Effective Hours of
                            Operation annually, following the Phase II
                            Date of Commercial Operation.  If the
                            Facility is actually operated for more
                            than 5500 Effective Hours of Operation in
                            any year, then the limitations on the
                            scheduling of Major Overhauls set forth in
                            this Section 3.2.2.2 shall be revised
                            based on the actual levels of dispatch of
                            the Facility, Prudent Electrical
                            Practices, and the Manufacturer's
                            Maintenance Requirements.  To the extent
                            that the limitations on the scheduling of
                            Major Overhauls are revised due to the
                            delivery of energy from the Facility to a
                            party other than the Company, Seller shall
                            reimburse the Company for the incremental
                            cost of replacement power that results
                            from the revised limitation.

                3.2.2.3     Duration of Maintenance.  All maintenance
                            -----------------------
                            periods shall be of a duration which is no
                            longer than that reasonably necessary to
                            carry out the required maintenance
                            activities.  Seller shall provide the
                            Company with a minimum of four (4) hours
                            notice of the expected cessation of
                            maintenance activities and shall promptly
                            inform the Company of the completion of
                            such activities.

                3.2.2.4     Phase II Conversion Outage.  Seller shall
                            --------------------------
                            have the one-time right to conduct an
                            extended conversion outage (the
                            "Conversion Outage") of up to four (4)
                            months in duration in order to implement

                            -126-

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                                                      Page 22 of 82
                                                          ----  ----


                            conversion of the Facility from Phase I to
                            Phase II operation.  The Conversion Outage
                            shall be considered a Major Overhaul for
                            purposes of Sections 3.2.1 and 4.4.1.2,
                            but shall not be considered a Major
                            Overhaul for purposes of Section 3.2.2.2. 
                            Seller and the Company shall cooperate to
                            coordinate the scheduling of the
                            Conversion Outage.

         3.2.3  Coordination.  Seller and the Company shall
                ------------
                coordinate the operation and maintenance of the
                Facility with the operation of the Company system
                and shall cooperate to minimize adverse impacts on
                either the Facility or the Company system.  As soon
                as practical the Parties shall meet to discuss what
                procedures are practical to accomplish the foregoing
                and shall prepare a manual describing such
                procedures to accomplish coordination, including:

                3.2.3.1     Communication procedures between operating
                            personnel.

                3.2.3.2     Billing and meter test schedules and
                            coordination.

                3.2.3.3     Access procedures for the Company right of
                            access to the Facility.

                3.2.3.4     Emergency procedures to cover unit trips
                            and other equipment failures.

                3.2.3.5     Access to file information which is, by
                            the terms of this Agreement, available to
                            the other Party.

         3.2.4  System Emergencies

                3.2.4.1     Suspension of Deliveries.  The Company
                            ------------------------
                            shall not be obligated to purchase or
                            receive Energy and may require Seller to
                            reduce Energy deliveries or may disconnect
                            from the Facility at any time, from time
                            to time, if:

                       (a)  A System Emergency condition or situation
                            exists; or

                       (b)  The Company reasonably determines that
                            such reduction or disconnection is
                            necessary in order to permit the Company
                            to construct, install, repair, replace,
                            remove, investigate or inspect any part of
                            its electrical system that affects the
                            Facility (herein "Prevention Activities").

                3.2.4.2     Timing of Prevention Activities.  The
                            -------------------------------
                            Company shall make reasonable efforts to
                            undertake Prevention Activities during
                            Off-Peak Periods.  The Company shall make
                            all reasonable efforts to notify and
                            coordinate such reductions or
                            disconnections with Seller, and, with
                            respect to Prevention Activities, the
                            Company shall provide Seller at least 48
                            hours prior notice.  Any reduction or
                            disconnection required of Seller,
                            hereunder, shall be implemented in a
                            manner 

                            -127-

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                                                      Page 23 of 82
                                                          ----  ----


                            consistent with safe operating procedures,
                            and shall be for as short a duration as is
                            reasonably possible.  The Company shall
                            promptly inform Seller of the cessation of
                            the condition causing the reduction or
                            disconnection and shall promptly resume
                            acceptance of Energy deliveries from the
                            Facility.

         3.2.5  Corrective Action.
                -----------------

                3.2.5.1     In the event that the Company reasonably
                            determines that any equipment comprising
                            the Facility is not being operated or
                            maintained in accordance with this Section
                            3.2 or Section 3.1, it may so notify
                            Seller of such failure in writing.  Within
                            7 days of the date of such notification or
                            within a reasonable time period if more
                            than 7 days is required for corrective
                            action, Seller shall either bring its
                            operating and maintenance practices into
                            conformity with the operating and
                            maintenance requirements set forth herein,
                            or, if Seller disagrees with the Company's
                            determination, the dispute shall be
                            submitted to the Dispute Resolution
                            Process.  If the determination of the
                            Company is affirmed in whole or in part by
                            the Dispute Resolution Process, Seller
                            shall modify its operating and maintenance
                            practices in accordance with the results
                            of the Dispute Resolution Process within
                            7 days of the date of notification of the
                            results of such process, or within a
                            reasonable time period if more than 7 days
                            is required for corrective action.

                3.2.5.2     In the event that Seller's operating and
                            maintenance practices are not modified to
                            the extent required under Section 3.2.5.1,
                            the Company may, at its sole discretion,
                            (i) cease making payments for Capacity
                            and/or accepting deliveries of Energy from
                            Seller until Seller has modified its
                            operating and maintenance practices as
                            provided therein, or (ii) (a) make or
                            arrange for a third party to make the
                            necessary changes; (b) manage or arrange
                            for a third party to manage and operate
                            the Facility until such time as the
                            Company receives adequate assurances of
                            Seller's ability to reassume its
                            responsibilities hereunder; or, (c) if
                            Seller refuses to cooperate with (a) or
                            (b), or if (a) or (b) are attempted and do
                            not achieve compliance with the operating
                            or maintenance standards contemplated by
                            this Agreement, then the Company may
                            declare Seller in default and exercise the
                            Company's rights under this Agreement. 
                            The Company's full costs under (a) or (b)
                            shall be credited against Capacity and
                            Energy charges due hereunder until
                            recovered in the immediately following
                            Billing Cycles and any remaining Capacity
                            and Energy charges shall be paid to
                            Seller.  During any period when the
                            Company is exercising its rights under (a)
                            or (b), it shall (x) operate and maintain
                            the Facility, or cause the Facility to be
                            operated and maintained, in accordance
                            with Prudent Electrical Practices; (y)
                            exercise, or cause to be exercised, the
                            same standard of care in the operation and
                            maintenance of the Facility as is
                            exercised with respect to 

                            -128-

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                                                      Page 24 of 82
                                                          ----  ----


                            comparable electric generating facilities
                            owned by the Company, and (z) perform, or
                            cause to be performed, all of Seller's
                            obligations under any permit or legal
                            regulation or requirement pertaining to
                            the Facility, and any other agreement
                            pertaining to the Facility, including, but
                            not limited to, any thermal energy sale 
                            agreement or fuel supply agreement, 
                            provided, however, that the Company shall
                            not be obligated to perform any of
                            Seller's obligations under any agreement
                            until it has been provided with a copy of
                            the agreement, and provided further that
                            any such obligations under any thermal
                            energy sale agreement (I) do not impose
                            greater obligations on the Company than
                            would have been imposed on Seller if it
                            had continued to perform the agreement,
                            (II) include pricing provisions for the
                            energy component of the thermal energy
                            price which escalate on the basis of
                            generally accepted indices, and (III)
                            include pricing provisions for the fixed
                            component which do not decline over time. 
                            Disputes regarding operation and
                            maintenance of the Facility shall be
                            subject to the Dispute Resolution Process.

         3.2.6  Company Right of Access to Facility.  With three (3)
                -----------------------------------
                working days' notice, the Company shall have a right
                to go onto Seller's premises at the Facility to
                review records pursuant to Section 17.2, to ask
                reasonable questions, to inspect the Facility or to
                review the construction, testing, operation or
                maintenance of the Facility.  Such entry by the
                Company or its agents shall be subject to the
                condition that the Company, its agents, contractors,
                and employees shall observe and comply with all
                applicable safety rules of Seller.  Seller shall
                provide an orientation presentation for all
                personnel of the Company potentially having a need
                to enter Seller's premises in accordance with this
                Agreement.  In addition, Seller may impose
                reasonable confidentiality obligations with respect
                to Seller's trade secrets upon the Company and its
                agents, employees and contractors in accordance with
                Article XX, and the Company shall make such
                confidentiality obligations conditions of employment
                of such employees, agents, and contractors.

         3.2.7  Fire Prevention Practices.  Throughout the Term,
                -------------------------
                Seller shall cause the Facility to meet the National
                Fire Protection Association Standard No. 850,
                "Recommended Practices for Fire Prevention for
                Electric Generating Facilities" or its successor
                standard.

         3.2.8  Steam Contracts.
                ---------------

                3.2.8.1     All contracts between Seller and its
                            customers for the sale and purchase of
                            steam from the Facility shall be in a form
                            which permits the assignment to, or the
                            assumption by, the Company of the
                            contracts in the event that the Company
                            becomes the owner or operator of the
                            Facility under the terms of this
                            Agreement.

                3.2.8.2     During Phase II, during any period (except
                            during testing pursuant to Exhibit 7.2)
                            when (a) the Facility's steam cycle is in
                            operation at design conditions pursuant to
                            a dispatch request from the Company 

                            -129-

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                                                      Page 25 of 82
                                                          ----  ----


                            that does not require the Facility to
                            curtail steam exports to Nicolet Paper
                            Mill in order to meet such dispatch
                            request, and (b) Nicolet Paper Mill is in
                            operation, but substantially all of the
                            steam requirements of Nicolet Paper Mill,
                            up to a maximum of 143,000 pounds per 
                            hour at 175 psig saturated (or an
                            equivalent quantity of steam), are not
                            procured from the Facility, the Energy
                            Payment shall be calculated based upon 
                            a steam export equal to the lesser of
                            (i) 143,000 pounds per hour at 175 psig
                            saturated or (ii) Nicolet Paper Mill's
                            actual total steam demand.

                3.2.8.3     During Phase II, during any period when
                            Section 3.2.8.2 is not applicable and the
                            Facility's steam cycle is in operation at
                            design conditions pursuant to dispatch
                            requests from the Company (except during
                            testing pursuant to Exhibit 7.2), the
                            Energy Payment shall be calculated based
                            upon a steam export equal to 128,000
                            pounds per hour at 175 psig saturated. 
                            This Section 3.2.8.3 shall terminate
                            immediately, and for the remainder of the
                            Term of this Agreement (including renewal
                            terms), upon Seller's execution of a
                            contract to supply substantially all of
                            the steam requirements of Nicolet Paper
                            Mill, up to at least 143,000 pounds per
                            hour at 175 psig saturated (or an
                            equivalent quantity of steam).

3.3      Obligations of the Parties.

         3.3.1  Seller's Obligations.

                3.3.1.1     Prudent Electrical Practices

                          The Facility and Seller's Interconnection
                          Facilities shall be operated and maintained
                          in accordance with Prudent Electrical
                          Practices with respect to synchronizing,
                          voltage and reactive power control.  

                3.3.1.2     Permits and Approvals

                          Seller will, at its expense, acquire and
                          maintain in effect throughout the Term of
                          this Agreement all permits and approvals, as
                          required pursuant to Section 8.1 of this
                          Agreement.  

                3.3.1.3     Qualification of Facility or Exempt
                            Wholesale Generator

                          At all times, the Facility shall meet the
                          qualifications of a "Qualifying Facility"
                          within the meaning of PURPA, or the Seller
                          shall meet the qualifications of an Exempt
                          Wholesale Generator within the meaning of
                          PUHCA, and/or any applicable rules and
                          regulations of the FERC promulgated
                          thereunder, and Seller will make no
                          modifications, alterations or other 
                          changes to its Facility or in the 
                          operations of the Facility or other
                          facilities of Seller which would cause
                          the Facility to fail 

                            -130-

<PAGE>

                          
                                                      Page 26 of 82
                                                          ----  ----

                          to meet the criteria for such a
                          qualification which may be in effect from
                          time to time during the Term of this
                          Agreement.

                3.3.1.4     Fuel Supply

                          Seller will procure a supply of fuel
                          necessary to meet its obligations under 
                          the Agreement in accordance with 
                          Section 8.4.  Seller further warrants and
                          represents that any fuel oil used to
                          operate the Facility shall not emit more
                          than .30 pounds of sulfur dioxide per 
                          MMBTU.  This Agreement shall not be
                          construed or interpreted as creating an
                          obligation on the part of the Company to
                          arrange for or otherwise supply to Seller
                          the fuel requirements of Seller except as
                          otherwise specifically provided in 
                          Section 5.1.3.

                3.3.1.5     Steam Contracts

                          All contracts between Seller and its
                          customers for the sale and purchase of 
                          steam from the Facility are in a form 
                          which permits the assignment to, or the
                          assumption by, the Company of the contracts
                          in the event that the Company becomes the
                          owner or operator of the Facility under the
                          terms of this Agreement.

                3.3.1.6     Fair Labor Standards Act

                          Seller is and shall be for the duration of
                          this Agreement in compliance with all
                          applicable requirements of the Fair Labor
                          Standards Act of 1938, as amended, including
                          without limitation the Regulations and
                          Orders of the Administrator of the Wage and
                          Hour Division issued under Section 14.

         3.3.2  The Company's Obligations.

                3.3.2.1     Prudent Electrical Practices

                          The Company shall operate and maintain the
                          Company's Interconnection Facilities in
                          accordance with Prudent Electrical Practices
                          with respect to synchronizing, voltage and
                          reactive power control.

                3.3.2.2     Permits and Approvals

                          The Company will acquire and maintain in
                          effect throughout the Term of this Agreement
                          all permits and approvals required to
                          construct, operate and maintain the
                          Company's Interconnection Facilities.  The
                          Company further warrants and represents that
                          it will diligently cooperate with Seller in
                          providing such information or taking such
                          actions as may be reasonably required to
                          support Seller's permit applications
                          necessary to construct, operate and maintain
                          the Facility.  Seller agrees to reimburse
                          the Company for its reasonable costs
                          incurred in carrying out its obligation 

                            -131-

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                                                      Page 27 of 82
                                                          ----  ----


                          to cooperate to the extent such cooperation
                          exceeds the Company's existing obligations
                          as a public utility.

                3.3.2.3     Fair Labor Standards Act

                          The Company is and shall be for the duration
                          of this Agreement in compliance with all
                          applicable requirements of the Fair Labor
                          Standards Act of 1938, as amended, including
                          without limitation the Regulations and
                          Orders of the Administrator of the Wage and
                          Hour Division issued under Section 14
                          thereof.

             ARTICLE IV:  SALE OF ENERGY AND CAPACITY
             ----------------------------------------

4.1      Conditions Precedent to Sale and Purchase

         The Company's obligation to commence the purchase of Energy
         and Capacity under this Agreement is contingent upon Seller's
         submittal to the Company of documents, certificates or other
         evidence, at least sixty (60) days before the Date of
         Commercial Operation (excluding any item which, by its
         nature, is not available sixty (60) days before the Date of
         Commercial Operation), demonstrating all of the following:

         4.1.1  Seller has the right to operate the Facility and
                deliver Capacity and Energy for the Term of the
                Agreement.

         4.1.2  The Facility, if operated with Prudent Electrical
                Practices, can be expected to have a useful life at
                least equal to the Term of the Agreement.

         4.1.3  Phase I of the Facility is being constructed
                pursuant to terms of this Agreement.

         4.1.4  The Facility is a Qualifying Facility, the Seller is
                an Exempt Wholesale Generator, or the Facility and
                the Seller are otherwise not subject to rate
                regulation (except, if Seller is an Exempt Wholesale
                Generator, wholesale rate regulation pursuant to the
                Federal Power Act).

         4.1.5  Certificates of Insurance.

         4.1.6  Seller has received all necessary permits and
                approvals described in Section 8.1.

         4.1.7  All information needed for the Company to perform
                its interconnection study, and design, construct and
                install the Company's Interconnection Facilities in
                accordance with Article IX.

         4.1.8  Compliance with all requirements of Article VIII,
                Pre-Operation Period, in accordance with the
                schedule set forth therein.

         4.1.9  Seller has provided all rights-of-way and easements
                required pursuant to Section 12.2.7.

                            -132-

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                                                      Page 28 of 82
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         4.1.10 Compliance with Environmental Laws.

4.2      Energy Sale and Purchase

         4.2.1  Seller agrees to make available and sell to the
                Company and the Company agrees to accept and
                purchase from Seller the Energy output of the
                Facility up to, but not to exceed the CNDC at the
                price, subject to dispatch and curtailment rights
                and to the other terms and conditions, set forth in
                this Agreement, commencing with the Date of
                Commercial Operation and ending upon termination of
                the Agreement.

         4.2.2  During any Billing Cycle after the Phase II
                Commercial Operation Date in which Seller sells
                energy or capacity from the Facility to any party
                other than the Company during periods when the
                Facility is not dispatched by the Company, Seller
                agrees to compensate the Company for the impact on
                the Company resulting from such sale by reducing the
                Company's Capacity Payment in accordance with the
                following formula:

                   RCP =  OCP x [1 - (MWS divided by TMWH)]

                Where:

                   RCP = the revised Capacity Payment for the
                         Billing Cycle.

                   OCP = the original Capacity Payment for the
                         Billing Cycle.

                   MWS   =  MWH sold to a third party during the
                            Billing Cycle.

                   TMWH  =  the total number of net MWH generated by
                            the Facility during the Billing Cycle.

4.3      Capacity Sale and Purchase

         Seller agrees to sell and the Company agrees to purchase
         Capacity equal to the CNDC as determined pursuant to Exhibit
         7.2, subject to terms and conditions of this Agreement,
         commencing with the Date of Commercial Operation and ending
         upon termination of the Agreement.  Seller shall not sell
         Capacity from the Facility to a third party except in excess
         of one hundred and five percent (105%) of INDC.  Seller
         agrees it will not sell Capacity in excess of one hundred 
         and five percent (105%) of INDC without first offering such
         Capacity to the Company on the same terms and conditions as
         provided in this Agreement.

4.4      Performance Standards

         4.4.1  Availability

                4.4.1.1     In the event that the Availability of the
                            Facility is less than ninety-three percent
                            (93%) during any Calendar Year during
                            Phase I or Phase II or greater than
                            ninety-five percent (95%) during any
                            Calendar Year during Phase II, the
                            Capacity Payment that would 

                            -133-

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                                                      Page 29 of 82
                                                          ----  ----

                            otherwise be due under this Agreement for
                            the following Calendar Year shall be
                            multiplied by an adjustment factor
                            determined by one of the following
                            formula:

                       (a)  In the event the Availability is greater
                            than ninety-five percent (95%) during any
                            Calendar Year during Phase II, 

                            Adjustment Factor = 1.0753 x Availability

                       (b)  In the event the Availability is less than
                            ninety-three percent (93%) and greater
                            than or equal to ninety percent (90%)
                            during any Calendar Year during Phase I or
                            Phase II,  

                            Adjustment Factor = 1.0753 x Availability

                       (c)  In the event the Availability is less than
                            ninety percent (90%) and greater than or
                            equal to eighty-five percent (85%) during
                            any Calendar Year during Phase I or 
                            Phase II,

                            Adjustment Factor = (2.355 x Availability)
                            - 1.152

                       (d)  In the event the  Availability is less
                            than eighty-five percent (85%) and greater
                            than seventy percent (70%) during any
                            Calendar Year during Phase I or Phase II,

                            Adjustment Factor = (5.670 x Availability)
                            - 3.967

                       (e)  In the event that the Availability of the
                            Facility is less than or equal to seventy
                            percent (70%) during any Calendar Year
                            during Phase I or Phase II, the Capacity
                            Payment that would otherwise be due under
                            this Agreement for the following Calendar
                            Year shall be reduced to zero.

                4.4.1.2     Availability is defined as total hours in
                            the twelve (12) month period less hours of
                            outages due to an event of Force Majeure,
                            Scheduled Routine Maintenance hours, Major
                            Overhaul hours, and Forced Outage Hours in
                            the twelve (12) month period, divided by
                            the total hours in the twelve (12) month
                            period less hours of outages due to an
                            event of Force Majeure and Major Overhaul
                            hours, and is expressed in the following
                            formula:

                          A = (HR - FMH - MOH - SRMH - FOH) divided by
                              (HR - FMH - MOH)

                          Where:
                          ------

                          A =  Availability
                          HR =  Hours in the year
                          FMH =  Force Majeure hours

                            -134-

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                                                      Page 30 of 82
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                          MOH =  Major Overhaul hours
                          SRMH =  Scheduled Routine Maintenance hours
                          FOH =  Forced Outage Hours

                4.4.1.3     In the event that Seller fails to maintain
                            a minimum Availability equal to
                            eighty-five percent (85%) (a) during any
                            two (2) Calendar Years during any five (5)
                            Calendar Year period, or (b) during any
                            five (5) Calendar Years during the initial
                            Term of this Agreement, the Company may
                            declare the Seller to be in default under
                            this Agreement.  For purposes of this
                            Section 4.4.1.3, in calculating the
                            Availability of the Facility during any
                            Calendar Year in which the Facility is
                            unavailable as of the beginning of the
                            Calendar Year due to a Forced Outage which
                            commenced during the preceding Calendar
                            Year, hours during the subsequent Calendar
                            Year during which the Forced Outage
                            continues shall be included in the
                            calculation for the preceding Calendar
                            Year, and shall be excluded from the
                            calculation for the subsequent Calendar
                            Year.  In such a case, the formula set
                            forth in Section 4.4.1.2 shall be
                            calculated by including the hours during
                            which such Forced Outage continues in the
                            calculation of HR and FOH for the
                            preceding Calendar Year, and by excluding
                            such hours from the calculation of HR and
                            FOH for the subsequent Calendar Year.

                4.4.1.4     When calculating Availability, any partial
                            derating of the plant from the CNDC shall
                            be accounted for by converting the number
                            of hours of partial derating to an
                            equivalent number of Forced Outage Hours. 
                            The equivalent number of Forced Outage
                            Hours will be determined by multiplying
                            the derated operating time (in hours) by
                            the percentage derating from CNDC.

                4.4.1.5     Seller shall report Availability daily to
                            the Company and maintain appropriate logs
                            and records sufficient to permit the
                            calculations required by this Section.

         4.4.2  Seller shall be obligated to maintain a minimum
                Facility Starting Reliability in accordance with
                this Section.

                4.4.2.1     Starting with the two hundred and eleventh
                            (211th) Facility start, and continuing
                            thereafter, Seller shall be obligated to
                            maintain a minimum Starting Reliability of
                            ninety percent (90%), based on the 
                            two hundred (200) most recent Facility
                            starts.  In the event that the Starting
                            Reliability during such period is less
                            than ninety percent (90%), Seller shall
                            have six (6) months in which to increase
                            the Starting Reliability of the Facility
                            to ninety percent (90%), based on the
                            previous one hundred (100) Facility
                            starts, plus the next one hundred (100)
                            Facility starts.  Provided that the
                            Company has requested no less than one
                            hundred (100) Facility starts during such
                            period, the Company may declare the Seller
                            to be in default in the 

                            -135-

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                                                      Page 31 of 82
                                                          ----  ----


                            event that it has not increased the
                            Starting Reliability of the Facility to
                            ninety percent (90%) by the end of such
                            six (6) month period, or such longer
                            period as is required for the Company to
                            request one hundred (100) Facility starts.

                4.4.2.2     Starting with the thirty-first (31st)
                            Facility start, Seller's Capacity Payment
                            shall be subject to reduction in
                            accordance with the following paragraphs,
                            provided, however, that if more than one
                            such paragraph is applicable, only the
                            paragraph which results in the greatest
                            reduction shall be applied.

                       (a)  Starting with the thirty-first (31st)
                            Facility start, in the event that the
                            Starting Reliability for the twenty (20)
                            most recent Facility starts during such
                            period is less than seventy-five percent
                            (75%), the Capacity Payment that would
                            otherwise be due under this Agreement for
                            the period shall be multiplied by a
                            fraction, the denominator of which is
                            seventy-five percent (75%), and the
                            numerator of which is the Starting
                            Reliability of the Facility during such
                            period.  The reduction shall be applicable
                            to Capacity Payments for the period
                            commencing with the first Facility start
                            that causes the Starting Reliability to be
                            reduced below seventy-five percent (75%),
                            and shall continue until the first
                            Facility start that causes the Starting
                            Reliability to be increased to or above
                            seventy-five percent (75%).  If the
                            Starting Reliability changes during any
                            month in a manner that affects Capacity
                            Payments pursuant to this paragraph,
                            Capacity Payments for such month shall be
                            prorated accordingly.

                       (b)  Starting with the fifty-first (51st)
                            Facility start, in the event that the
                            Starting Reliability for the forty (40)
                            most recent Facility starts during such
                            period is less than eighty-five percent
                            (85%), the Capacity Payment that would
                            otherwise be due under this Agreement for
                            the period shall be multiplied by a
                            fraction, the denominator of which is
                            eighty-five percent (85%),and the
                            numerator of which is the Starting
                            Reliability of the Facility during such
                            period.  The reduction shall be applicable
                            to Capacity Payments for the period
                            commencing with the first Facility start
                            that causes the Starting Reliability to be
                            reduced below eighty-five percent (85%),
                            and shall continue until the first
                            Facility start that causes the Starting
                            Reliability to be increased to or above
                            eighty-five percent (85%).  If the
                            Starting Reliability changes during any
                            month in a manner that affects Capacity
                            Payments pursuant to this paragraph,
                            Capacity Payments for such month shall be
                            prorated accordingly.

                       (c)  Starting with the one hundred and eleventh
                            (111th) Facility start, in the event that
                            the Starting Reliability for the one
                            hundred (100) most recent Facility starts
                            during such period is less than ninety
                            percent (90%), the Capacity Payment that
                            would otherwise be due under this
                            Agreement for the period shall be
                            multiplied by a fraction, the 

                            -136-

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                                                      Page 32 of 82
                                                          ----  ----

                            denominator of which is ninety percent
                            (90%), and the numerator of which is the
                            Starting Reliability of the Facility
                            during such period.  The reduction shall
                            be applicable to Capacity Payments for the
                            period commencing with the first Facility
                            start that causes the Starting Reliability
                            to be reduced below ninety percent (90%),
                            and shall continue until the first
                            Facility start that causes the Starting
                            Reliability to be increased to or above
                            ninety percent (90%).  If the Starting
                            Reliability changes during any month in a
                            manner that affects Capacity Payments
                            pursuant to this paragraph, Capacity
                            Payments for such month shall be prorated
                            accordingly.

                       (d)  Starting with the two hundred and eleventh
                            (211th) Facility start, in the event that
                            the Starting Reliability for the two
                            hundred (200) most recent Facility starts
                            during such period is less than
                            ninety-five percent (95%), the Capacity
                            Payment that would otherwise be due under
                            this Agreement for the period shall be
                            multiplied by a fraction, the denominator
                            of which is ninety-five percent (95%), and
                            the numerator of which is the Starting
                            Reliability of the Facility during such
                            period.  The reduction shall be applicable
                            to Capacity Payments for the period
                            commencing with the first Facility start
                            that causes the Starting Reliability to be
                            reduced below ninety-five percent (95%),
                            and shall continue until the first
                            Facility start that causes the Starting
                            Reliability to be increased to or above
                            ninety-five percent (95%).  If the
                            Starting Reliability changes during any
                            month in a manner that affects Capacity
                            Payments pursuant to this paragraph,
                            Capacity Payments for such month shall be
                            prorated accordingly.

                4.4.2.3     Seller shall maintain appropriate logs and
                            records sufficient to permit the
                            calculations required by this Section.

         4.4.3  The reduction in Capacity Payments and right to
                declare Seller in default as provided in this
                Section 4.4 shall be the Company's sole and
                exclusive remedy for Seller's failure to maintain
                Availability or Starting Reliability in the
                operation of the Facility.

4.5      Power Characteristics

         The Energy to be made available under this Agreement shall be
         three-phase, 60 hertz, alternating current, and shall be made
         available at the Interconnection Point at a nominal voltage
         of 138 KV.

4.6      Parallel Operation

         Seller shall operate the Facility with its speed governors,
         all applicable protective apparatus, and voltage regulators
         in service whenever the Facility is connected to or operated
         in parallel with the electric system of the Company.  Seller
         shall not, in response to the Company system frequency
         deviations, cause the Facility to automatically or
         instantaneously 

                            -137-

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                                                      Page 33 of 82
                                                          ----  ----


         disconnect with the Company system or trip any generating
         unit comprising the Facility unless the frequency of the
         Company system is below 58.3 hertz or above 63.0 hertz.

4.7      Power Purchases by Seller

         4.7.1  All Station Use and losses between the Facility and
                the Metering Point shall be generated by the
                Facility at all times the Facility is generating
                Energy for sale to the Company.  

         4.7.2  The energy flowing into the Facility (e.g. Back-up
                Power, Maintenance Power, and Supplementary Power)
                through the Interconnection Point during periods
                when the Facility is not generating energy for sale
                to the Company shall be a subtraction from Net
                Energy Output as recorded at the Metering Point if
                the Company was not providing fuel to the Facility
                immediately before such period.

         4.7.3  The energy flowing into the Facility (e.g. Back-up
                Power, Maintenance Power, and Supplementary Power)
                through the Interconnection Point during periods
                when the Facility is not generating energy for sale
                to the Company shall be credited to the Company, at
                Seller's option, at either (i) the Company's
                applicable electric tariff, or (ii) the displaced
                fuel cost, in either case if the Company was
                providing fuel to the Facility immediately before
                such period.  Seller shall notify the Company at the
                end of each Billing Cycle which option pursuant to
                the preceding sentence is applicable during such
                Billing Cycle.  For purposes of this Section, the
                displaced fuel cost shall be determined in
                accordance with the following formula:

                         DFC = KWH x HRT100 x DFPP


                Where:

                   DFC =    displaced fuel cost

                   KWH =    KWH flowing into the Facility during such
                            period

                   HRT100 = Tested Plant Heat Rate (as defined in
                            Exhibit 5.1) at 100% of the CNDC,
                            expressed in BTU/KWH at the Higher Heating
                            Value.

                   DFPP =   The Delivered Price of Primary Fuel (as
                            defined in Exhibit 5.1), expressed in
                            dollars per BTU.


                  ARTICLE V:  RATES FOR PURCHASE
                  ------------------------------

5.1      Rates for Purchases

         The rates to be paid by the Company for purchases of Energy
         and Capacity shall be determined as follows:

                            -138-

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                                                      Page 34 of 82
                                                          ----  ----


         5.1.1  Capacity Payment.  The Capacity Payment per Billing
                ----------------
                Cycle shall be determined under Exhibit 5.1.  

         5.1.2  Energy Payment.  The Energy Payment per Billing
                --------------
                Cycle shall be determined under Exhibit 5.1. 
                Exhibit 5.1 is based upon the assumption that Seller
                shall be responsible for the fuel supply for the
                Facility.  Seller shall procure a source of fuel
                necessary to meet its obligations under this
                Agreement in accordance with Section 8.4 of this
                Agreement.  

         5.1.3  Fuel Supply.
                -----------

                5.1.3.1     At any time up to ninety (90) days after
                            receipt of the CPCN by Seller, the Company
                            may elect to supply the total fuel
                            requirements of the Facility for the Term
                            of this Agreement by providing Seller a
                            binding written commitment to supply such
                            fuel.

                5.1.3.2     At any time prior to Seller entering into
                            any contract with a term of one (1) year
                            or more for the supply of fuel to the
                            Facility, the Company shall have an
                            exclusive right to supply the total fuel
                            requirements of the Facility for the Term
                            of this Agreement.  Seller shall provide
                            the Company with written notice at least 
                            fifteen (15) days prior to entering into
                            any such contract.  If the Company elects
                            to exercise its right to supply such fuel,
                            it shall provide Seller with a binding
                            written commitment within ten (10) days
                            from the receipt of Seller's notice to the
                            Company.

                5.1.3.3     Upon providing a binding written
                            commitment to the Seller, the Company
                            shall have the right to supply the total
                            fuel requirements of the Facility for the
                            remainder of the Term of this Agreement
                            commencing from the date Seller's fuel
                            supply contract having the longest
                            remaining term at the time such notice is
                            given, expires.

                5.1.3.4     The Company shall have the option to
                            supply natural gas to Seller at any time
                            that Seller proposes to utilize No. 2 oil
                            as a fuel in the Facility if the Company
                            provides Seller with a commitment to
                            supply natural gas to the Facility for the
                            term during which Seller had intended to
                            use No. 2 oil.  Any time that Seller
                            intends to use No. 2 oil as a fuel in the
                            Facility, it shall provide the Company
                            with as much advance notice of such intent
                            as is practicable under the circumstances. 
                            In the event that the Company exercises
                            its right to supply natural gas to Seller,
                            Seller shall cease the use of No. 2 oil as
                            soon as possible after the supply of
                            natural gas commences.

                5.1.3.5     During any period when the Facility is
                            utilizing fuel supplied by the Company,
                            the Energy Payment shall be based upon the
                            price the Seller pays the Company for fuel
                            supplied by the Company.

                5.1.3.6     Fuel Delivery Facilities.
                            ------------------------

                            -139-

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                                                      Page 35 of 82
                                                          ----  ----


                       (a)  Notwithstanding the Company's election to
                            supply the total fuel requirements of the
                            Facility, Seller shall remain obligated to
                            provide for the permitting, design,
                            installation, operation and maintenance of
                            any new facilities required to be
                            installed for the delivery of natural gas
                            to the Facility.

                       (b)  Notwithstanding the foregoing, the Company
                            shall have an exclusive option to build or
                            purchase, own, operate and maintain any
                            facilities required to deliver natural gas
                            to the Facility.  Seller shall provide the
                            Company with written notice at least one
                            hundred and twenty (120) days prior to
                            entering into any contract or other
                            arrangement to build such facilities, and
                            Seller shall notify the Company of the
                            Seller's projected cost to build such
                            facilities.  If Seller builds the natural
                            gas delivery facilities, it shall build
                            such facilities to natural gas industry
                            standards; provided, however, that the
                            Company shall have the option to require
                            Seller to build such facilities to Company
                            standards if the Company reimburses
                            Seller, without a corresponding decrease
                            in the Capacity Payment, for the
                            difference in cost between the cost of
                            building to Company standards and the cost
                            of building to natural gas industry
                            standards.

                       (c)  If the Company elects to own, operate and
                            maintain such facilities and if Seller's
                            cost to build such facilities is greater
                            than $1,000,000 escalated using the GDPIPD
                            from January 1, 1995 to the date of the
                            Company's exercise of its election
                            pursuant to this Section, the Company
                            shall build such facilities, and the
                            Capacity Payment shall be reduced in
                            accordance with Exhibit 5.1 based on a Gas
                            Connection Cost of $1,000,000 escalated as
                            aforesaid.  If the Company elects to own,
                            operate and maintain such facilities and
                            if Seller's cost to build such facilities
                            is less than $1,000,000 escalated as
                            aforesaid, the Company shall retain Seller
                            as its general contractor to build such
                            facilities and the Capacity Payment shall
                            be reduced in accordance with Exhibit 5.1
                            based on a Gas Connection Cost equal to
                            the amount paid to Seller by the Company
                            for the construction of such facilities. 
                            In the event the Company exercises its
                            option to own, operate and maintain such
                            facilities, the Company shall ensure that
                            the Facility and any equipment providing
                            steam for Nicolet Paper Mill receive
                            service that is at least as favorable in
                            all respects as if Seller had provided
                            such facilities.

                       (d)  If the Company does not elect to supply
                            the total fuel requirements of the
                            Facility, or, at any time, the Company is
                            in breach of its obligations to supply
                            fuel to the Facility, Seller shall have
                            unrestricted access to the natural gas
                            delivery facilities.

         5.1.4  Prepayment of Capacity Payment.  Upon twelve (12)
                ------------------------------
                months prior written notice to Seller, the Company
                may at any time after the Date of Commercial
                Operation, prepay the Capacity Payments for a period
                of up to one-half of the then remaining 

                            -140-

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                                                      Page 36 of 82
                                                          ----  ----


                Term of this Agreement.  Such prepayment shall be
                equal to the present value of the Capacity Payments
                for the period being prepaid, determined using the
                Discount Rate.  The balance of the Capacity Payments
                shall be paid ratably over the remainder of the Term
                of this Agreement in a manner that will maintain the
                same present value of the Capacity Payments at the
                Discount Rate, measured from the Date of Commercial
                Operation, as would have been achieved if there had
                been no prepayment.

        ARTICLE VI:  METERING, INSTRUMENTATION AND BILLING
        --------------------------------------------------

6.1      Metering and Instrumentation Devices

         6.1.1  The Company shall select, own, install and maintain
                all meters, telemeters and associated equipment
                necessary for measuring energy deliveries, for
                determining payments by the Company to Seller and
                for evaluating performance criteria set forth in
                this Agreement.  Seller may also install remote
                check meters, as appropriate, within Seller's
                Facility.

         6.1.2  The costs associated with the purchase, installation
                and maintenance of such metering and measuring
                equipment shall be borne by Seller.

         6.1.3  The Company shall inspect, test, and calibrate its
                equipment at regular intervals as specified within
                its rates and regulations on file with the
                Commission, and any inaccuracy disclosed by such
                tests shall be promptly corrected.  Any Party shall
                have the right to have any Metering Device tested at
                any time at its expense; provided, however, that if
                the Metering Device is found to be inaccurate by
                more than two (2) percent (%), the Company shall pay
                the cost of the test.  Representatives of the
                Parties shall be afforded a reasonable opportunity
                to be present at Metering Device inspections and
                tests.  If at any time a Metering Device is found
                inaccurate by more than two (2) percent (%), an
                adjustment shall be made in settlements between the
                Parties to compensate for the effect of such
                inaccuracy over the thirty (30) days preceding
                removal or testing of the Metering Device or over
                any shorter period during which such inaccuracy is
                determined to have existed.  Such adjustments shall
                be in accordance with Section 6.1.5 below.  If at
                any time a Metering Device should fail to register
                or its registration should be so erratic as to be
                meaningless, the quantities such Metering Device was
                intended to record shall be determined from check
                meters if available, or otherwise from the best
                obtainable data.  The Company shall read its meters
                on the Date of Commercial Operation and thereafter
                at the end of each Billing Cycle as determined by
                the Company.  Seller shall provide the Company
                access to the metering and measuring equipment at
                reasonable times for the purposes of reading,
                inspecting, testing, and adjusting such equipment.

         6.1.4  Seller shall have, upon reasonable notice, the right
                of access during the normal working hours of the
                Company to all log books and metering records of
                power purchases from Seller.  Seller shall have the
                right, at its expense, to make copies of such books
                and records.

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         6.1.5  In the event adjustments to billing statements are
                required as a result of the correction of
                measurements made by inaccurate meters, the Parties
                shall use the corrected measurements described in
                Section 6.1.3 to compute the amounts due from or to
                the Company for the Energy delivered during the
                period of inaccuracy.  If the total amount, as
                computed, due from a Party for the period of
                inaccuracy varies from the total amount due as
                previously computed, and the payment of the
                previously computed amount has been made, the
                difference in the amounts shall be paid to the Party
                entitled to it within thirty (30) calendar days
                after the paying Party is notified of the
                recomputation.  Alternatively, upon agreement
                between the Parties, the Company may credit or debit
                subsequent payments to Seller for Energy purchased
                from Seller until the adjustment amount is
                eliminated.

6.2      Billing and Payment

         6.2.1  The Company shall read Seller's meters monthly
                during the first three business days of the month,
                and shall send a statement, and make a payment to
                Seller on or before the fifteenth (15th) calendar
                day after the meter is read.  If a monthly meter
                reading cannot be made, the Company shall estimate
                deliveries to the Company for that month, tender
                payment accordingly, and make an adjustment for
                actual purchases in the next month's statement.  The
                billing statement will show the kilowatt-hours of
                Energy delivered at the Interconnection Point, any
                adjustments to the Capacity Payment pursuant to
                Sections 4.2.2, 4.4.1.1, 4.4.2.2 and 5.1.4, the
                price for such Energy as provided in Article V
                herein, the amounts due Seller, and the data
                reasonably pertinent to the calculation of the
                payment to Seller.  Late payments shall carry an
                interest charge of one (1) percent (%) per month
                calculated from the date the meter is read.

         6.2.2  Neither the Company nor Seller shall have the right
                to challenge any monthly statement rendered or
                received hereunder, to invoke the Dispute Resolution
                Process questioning the propriety of any monthly
                statement after a period of one (1) year from the
                date such monthly statement was rendered.  In the
                event that any such monthly statement depends in
                whole or in part upon estimated data, this one (1)
                year limitation period shall be deemed to begin in
                the billing month in which such estimated data is
                adjusted to actual.

            ARTICLE VII:  TESTING AND CAPACITY RATINGS
            ------------------------------------------

7.1      Notice of Projected Rating 

         Within six (6) months of the Effective Date, the Seller shall
         provide the Company with preliminary design information
         specifying the latest projected Nameplate Rating for the
         Facility during Phase I and Phase II, the manufacturer (or
         alternative manufacturers) of the Critical Components of the
         Facility, and the principal operating characteristics of the
         Facility.  The Seller shall provide updated design
         information to the Company as it becomes available.


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7.2      Test of Capability

         7.2.1  Seller shall be obligated during Phase I to
                establish by test the Net Demonstrated Heat Rates
                and verify that the Initial Net Demonstrated
                Capability (INDC) is within ten (10) percent (%) of
                the Design Rating of Phase I, which is equal to
                178,885 KW, as tested and adjusted as provided in
                Exhibit 7.2.  The testing of the INDC of the
                Facility shall be held within the sixty (60) day
                period prior to the Date of Commercial Operation. 
                The Seller shall also be obligated during Phase I to
                establish by test, as set forth in Exhibit 7.2, that
                the Current Net Demonstrated Capability (CNDC) is
                within five (5) percent (%) of the INDC.  Payment of
                the Capacity Payment for Phase I of the Facility
                shall commence with respect to periods after the
                Date of Commercial Operation.

         7.2.2  Seller shall be obligated during Phase II to
                establish by test the Net Demonstrated Heat Rates
                and verify that the Phase II Initial Net
                Demonstrated Capability (Phase II INDC) is within
                ten (10) percent (%) of the Design Rating of Phase
                II, which is equal to 231,675 KW, as tested and
                adjusted as provided in Exhibit 7.2.  The testing of
                the Phase II INDC of the Facility shall be held
                within the sixty (60) day period prior to the Phase
                II Date of Commercial Operation.  Following the
                establishment of the Phase II INDC, Seller shall
                also be obligated to establish by test, as set forth
                in Exhibit 7.2, that the Current Net Demonstrated
                Capability (CNDC) is within five (5) percent (%) of
                the Phase II INDC.  Payment of the Capacity Payment
                for Phase II of the Facility shall commence with
                respect to periods after the Phase II Date of
                Commercial Operation.

7.3      Method of Testing and Results

         The procedures to establish the Net Demonstrated Heat Rates
         and Net Demonstrated Capability, including the Initial Net
         Demonstrated Capability, are set forth in Exhibit 7.2

7.4      Notification of Testing

         Seller shall notify the Company in writing ten (10) days
         prior to any test of the Net Demonstrated Capability or the
         Net Demonstrated Heat Rate, and shall permit the witnessing
         of such test by Company representatives if so requested. 
         Furthermore, Seller shall provide sufficient metering records
         to document the test and shall provide copies of such records
         to the Company upon request.


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               ARTICLE VIII:  PRE-OPERATION PERIOD
               -----------------------------------

8.1      Permits and Approvals

         8.1.1  Prior to the Date of Commercial Operation, Seller
                shall, at its expense, acquire and maintain in
                effect throughout the Term of this Agreement all
                permits and approvals, whether now or hereafter
                required, of any local, state or federal
                governmental authority or regulatory agency, as
                necessary conditions for the lawful construction,
                operation and maintenance of the Facility, Seller's
                Interconnection Facilities, and the natural gas
                delivery facilities, excluding any permit or
                approval which, by its nature, is not available
                prior to the Date of Commercial Operation.  Copies
                of said permits and approvals shall be made
                available for Company review.  Notwithstanding the
                foregoing, in the event that the Company exercises
                its option pursuant to Section 5.1.3.6 to build,
                own, operate and maintain the natural gas delivery
                facilities, from the date that the Company exercises
                such option, the Company shall be responsible for
                maintaining in effect all such permits and approvals
                necessary for the natural gas delivery facilities.

         8.1.2  The Company shall not be liable for any violation by
                Seller of any permit or approval required to be
                obtained and maintained by Seller pursuant to this
                section.

         8.1.3  The Company acknowledges that Seller's ability to
                obtain certain permits required pursuant to this
                Section may be contingent upon Seller's
                demonstration of acceptable environmental impact
                associated with the Company's Interconnection
                Facilities.  The Company agrees to support Seller by
                providing, without limitation, information, data,
                and analyses regarding proposed and alternate
                Company Interconnection Facilities and expected
                environmental impacts associated with their
                construction and operation.  Any delays in the
                receipt of Seller's required permits attributable to
                the Company's Interconnection Facilities shall
                provide an extension in all dates in the
                Construction Milestone Schedule, and of the
                Commercial Operation Deadline and the Phase II
                Commercial Operation Deadline to the extent
                necessary to reflect the delay.

         8.1.4  The Parties acknowledge that Seller is responsible
                for filing the application for the natural gas
                delivery facilities and the Company is responsible
                for filing the application for a CPCN for the
                Company's Interconnection Facilities.  The Parties
                agree to use their reasonable best efforts to file
                such applications in a timely manner so as to permit
                the consolidation of such applications with the
                Seller's application for the CPCN for the Facility.

         8.1.5  Whenever a Party is obligated to obtain a CPCN in
                order to perform its obligations pursuant to this
                Agreement, that Party shall use its reasonable best
                efforts to promptly file and diligently pursue the
                receipt of such CPCN.


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8.2      Schedule, Reports and Inspection

         Seller shall submit for the Company's review its schedule,
         showing all planned design, licensing and construction
         activities, within sixty (60) days of the Effective Date and
         a start-up and test schedule for the Facility thirty (30)
         days prior to start-up and testing of the Facility.  Seller
         shall submit progress reports in a form reasonably
         satisfactory to the Company on the first (1st) day of every
         quarter commencing on the Effective Date and ending on the
         Commencement of Construction, and every month thereafter
         until the Date of Commercial Operation and notify the Company
         of any changes to such schedules in a timely manner.  The
         Company shall have the right to monitor and observe the
         construction, start-up and testing of the Facility and Seller
         shall comply with all reasonable requests consistent with
         Prudent Electrical Practices resulting therefrom, subject to
         the Dispute Resolution Process.  Seller shall cooperate in
         such physical inspections of the Facility as may be
         reasonably required by the Company during and after 
         completion of construction.  The Company's technical review
         and inspection of the Facility shall not be construed as
         endorsing the design thereof nor as any warranty of the
         safety, durability or reliability of the Facility.

8.3      Facility Design Data

         8.3.1  Seller shall provide the Company with the generator
                manufacturer's capability curves and relay types for
                Phase I for review and inspection by the Company no
                later than three hundred and sixty (360) days before
                the Scheduled Date of Commercial Operation.  Seller
                shall supply the Company with proposed relay
                settings ninety (90) days prior to the Contemplated
                Energizing Date.  Within sixty (60) days of
                receiving such information, the Company shall inform
                Seller, in writing, if the proposed relay types and
                relay settings are acceptable.  If these are not
                found to be acceptable to the Company, Seller agrees
                to comply with any reasonable requests by the
                Company, to provide acceptable relay types and relay
                settings, subject to the Dispute Resolution Process. 
                All information must be submitted in a manner
                reasonably acceptable to the Company, particularly
                the turbine generator data, which shall be used for
                the Company's inspections and transient stability
                analysis.  Turbine generator data for Phase I must
                be completely submitted at least one hundred and
                twenty (120) days prior to the Scheduled Date of
                Commercial Operation.

         8.3.2  Seller shall provide the Company with the generator
                manufacturer's capability curves and relay types for
                Phase II for review and inspection by the Company no
                later than three hundred and sixty (360) days before
                the Phase II Scheduled Date of Commercial Operation. 
                Seller shall supply the Company with proposed relay
                settings ninety (90) days prior to the Phase II Date
                of Commercial Operation.  Within sixty (60) days of
                receiving such information, the Company shall inform
                Seller, in writing, if the proposed relay types and
                relay settings are acceptable.  If these are not
                found to be acceptable to the Company, Seller agrees
                to comply with any reasonable requests, by the
                Company, to provide acceptable relay types and relay
                settings, subject to the Dispute Resolution Process. 
                All information must be submitted in a manner
                reasonably acceptable to the Company, particularly
                the turbine generator data, which shall be used for
                the Company's inspections and 

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                                                      Page 41 of 82
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                transient stability analysis.  Turbine generator 
                data for Phase II must be completely submitted at
                least one hundred and twenty (120) days prior to the
                Phase II Scheduled Date of Commercial Operation.

8.4      Fuel Supply

         8.4.1  Prior to Commencement of Construction Seller shall
                provide the Company with its fuel supply plan
                showing Seller's proposed fuel supply and
                transportation arrangements.

         8.4.2  Twelve (12) months prior to the Scheduled Date of
                Commercial Operation, and annually thereafter,
                Seller will provide the Company with an updated fuel
                supply plan.
    
         8.4.3  In addition to the foregoing, Seller agrees to
                maintain at all times during the Term of this
                Agreement dual fuel capability for the Facility and
                agrees that at all times it will be able to operate
                the Facility in accordance with this Agreement under
                either alternative form of fuel (subject to the
                availability of natural gas).  Seller further agrees
                to obtain, at its expense, all necessary permits,
                approvals, and licenses necessary for such dual fuel
                capability.

8.5      Water Rights

         Prior to the Date of Commercial Operation Seller shall, at
         its expense, acquire and maintain in effect throughout the
         Term of this Agreement the rights to divert, and use
         sufficient water to permit operation of the Facility at its
         maximum level of operation, which rights shall be assignable.

8.6      Voltage Schedule

         The Company will prepare and submit to Seller a written
         voltage schedule no later than thirty (30) days prior to the
         Date of Commercial Operation, except that the Company may
         change such  voltage schedule upon thirty (30) days prior
         written notice.  Seller shall use such voltage schedule in
         the operation of the Facility.  This voltage schedule shall
         be based on the normally expected operating conditions for
         the Facility and the reactive power requirements of the
         Company system.

8.7      Notice of Initial Energizing

         Unless notified to the contrary by Seller, the Company shall
         have the Company's Interconnection Facilities prepared for
         the initial energizing at the Interconnection Point four (4)
         months before the Scheduled Date of Commercial Operation (the
         "Contemplated Energizing Date").  In any case, Seller agrees,
         if there is no Date of Commercial Operation, and no
         Energizing Date, because Seller either terminates the
         Agreement or is in default of the Agreement, to hold the
         Company harmless and indemnify the Company against any and
         all costs reasonably incurred by the Company in designing,
         constructing or purchasing the Company's Interconnection
         Facilities, and for and against any and all costs of
         obtaining necessary regulatory approvals for such project;
         provided, however, in the event the 

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                                                      Page 42 of 82
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         Company should subsequently, within eighteen (18) months
         after termination of this Agreement, use the Company's
         Interconnection Facilities for the benefit of a third party,
         the Company shall return to Seller such portion of the amount
         paid to the Company pursuant to this indemnification as
         equals that portion of the Company's Interconnection
         Facilities used for the benefit of such third party.  Seller
         shall notify the Company in writing thirty (30) calendar days
         prior to the expected date of:  (a) the initial energizing at
         the Interconnection Point; (b) the initial parallel operation
         with the Company system; and (c) the initial testing of the
         Facility and Interconnection Facilities.  The Company and
         Seller shall have the right to have a representative present
         at the time of such energizing, parallel operation and
         testing.

8.8      Energy Delivered During Testing

         Seller may conduct such tests of the Facility from
         time-to-time prior to the Date of Commercial Operation as
         Seller in its discretion may deem appropriate.  Subject to
         the limitations expressed in Section 8.9, if Seller desires
         the Company to accept at the Interconnection Point the Energy
         generated by the Facility during any proposed test, Seller
         shall so notify the Company in writing within a reasonable
         time not less than two (2) days prior to such test, and the
         Company shall purchase the Energy delivered.  Seller's notice
         to the Company shall, at a minimum, include a description of
         the approximate time and duration of the test and approximate
         amount of the output intended to be delivered to the Company
         as a result of such test.  For Energy delivered to the
         Company during start-up and testing, the Company shall pay
         Seller at a rate per KWH equal to the Company's marginal
         energy cost at the time of delivery, which rate shall be
         computed by the Company as soon as reasonably possible after
         such deliveries.

8.9      Preliminary Notice of Commercial Operation

         8.9.1  Seller shall notify the Company in writing sixty
                (60) days prior to the date of Seller's preliminary
                expected Date of Commercial Operation.  The Company
                shall accept and pay for Energy deliveries during
                start-up and testing, and Commercial Operation
                unless, in the Company' good faith judgment, any
                portion of Seller's Interconnection Facilities which
                Seller is responsible for constructing is not
                sufficient to accept or meter such deliveries or if
                such Facilities are not sufficient to protect the
                Company's system, employees or customers from damage
                or injury arising out of, or in connection with,
                operation of the Facility.  In the event the Company
                reasonably determines such facilities are not
                sufficient to accept or meter such deliveries, the
                Company shall give Seller prompt written notice
                which shall include a detailed explanation for its
                determination.

         8.9.2  Seller shall notify the Company in writing sixty
                (60) days prior to the expected Phase II Date of
                Commercial Operation.

8.10     Notice of Compliance and Verification Prior to Commercial
         Operation

         Seller shall give the Company written notice no later than
         ten (10) days before Seller's expected Date of Commercial
         Operation that Seller has complied with all of the
         requirements of this Article VIII and all other terms and
         conditions of this Agreement 

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                                                      Page 43 of 82
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         required to be performed by Seller prior to the Date of
         Commercial Operation.  In order for the Company to verify
         such compliance, Seller shall provide the Company access to 
         all permits, approvals, contracts, records, studies and other
         documents of Seller respecting the design, construction,
         operation and maintenance of the Facility and Seller's
         Interconnection Facilities, and shall provide all documents
         and other requirements specified in Section 8.3 hereof. 
         Unless the Company reasonably determines and notifies the
         Seller in writing within ten (10) days after receiving
         Seller's notice of compliance hereunder that Seller has not
         complied with all of the requirements of this Article VIII
         and all the other terms and conditions of this Agreement
         required to be performed by Seller prior to the
         Date of Commercial Operation, Commercial Operation may
         commence on the date specified in Seller's notice of
         compliance.

           ARTICLE IX:  DESIGN, INSTALLATION, OPERATION
          AND MAINTENANCE OF INTERCONNECTION FACILITIES
          ---------------------------------------------

The Company and Seller shall design, install, maintain, and operate
the Interconnection Facilities as required by the Facility in
accordance with the provisions of Exhibit 9.1.  In the event of a
conflict between the provisions of Exhibit 9.1 and the provisions
of this Agreement, the provisions of Exhibit 9.1 will apply.  The
Company shall have the same rights and remedies to Seller's
Interconnection Facilities as it does with respect to the Facility
under this Agreement.

                    ARTICLE X:  FORCE MAJEURE
                    -------------------------

10.1     Conditions of Excuse From Performance

         If as a result of Force Majeure a Party hereto is rendered
         wholly or partly unable to perform its obligations under this
         Agreement, that  Party shall be excused, except as
         specifically provided elsewhere in this Agreement, from
         whatever performance is affected by the Force Majeure to the
         extent so affected, provided that:

         10.1.1 The Party claiming relief gives the other Party
                immediate written notice describing the particulars
                of the Force Majeure;

         10.1.2 The permitted suspension of performance is of no
                greater scope and of no longer duration than is
                required by the Force Majeure;

         10.1.3 No obligations of a Party hereto under this
                Agreement which arose before the Force Majeure are
                excused as a result of the Force Majeure; and

         10.1.4 If Seller is the Party claiming Force Majeure
                (except a Force Majeure resulting from the Company's
                non-delivery to Seller of fuel purchased from the
                Company or transported by the Company), or during a
                period of Force Majeure resulting from any damage to
                the Company's transmission system which is dedicated
                in its use to interconnecting the Company's
                transmission system to the Facility, the Company
                shall be excused from any requirement that it take
                or pay for any Capacity or Energy to the extent of
                the restriction on or access to Capacity of the
                Facility caused by the Force Majeure.  With respect
                to a Force Majeure claimed by the Company due to the
                Company's transmission system, Seller shall have the

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                                                      Page 44 of 82
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                option to deem such period, or any portion of such
                period, of time to be Forced Outage Hours. 

         10.1.5 A Force Majeure may continue only so long as the
                Party claiming Force Majeure is exercising its best
                efforts to eliminate the Force Majeure condition.

10.2     Time Limits

         The non-performing Party shall undertake all reasonable
         efforts consistent with Prudent Electrical Practices to
         remedy its inability to perform as a result of the Force
         Majeure.

         10.2.1     If at any time during the period of Force Majeure
                    the non-performing Party fails to undertake or
                    ceases undertaking all reasonable efforts to
                    remedy its inability to perform, then the
                    non-performing Party shall no longer be excused
                    from its performance pursuant to Section 10.1.

         10.2.2     If the Force Majeure shall continue for a period
                    greater than six (6) months, then the
                    non-performing Party shall no longer be excused
                    from its performance pursuant to Section 10.1;
                    provided, however, that if the non-performing
                    Party is continuing in good faith to make all
                    reasonable efforts to remedy the inability to
                    perform, the non-performing Party shall be
                    granted an additional six (6) months (or if the
                    Force Majeure requires major reconstruction of
                    the Facility, twelve (12) months during Phase I
                    or sixteen (16) months during Phase II), before
                    the termination of the Force Majeure excuse will
                    be effective.  If the event of Force Majeure
                    nevertheless is not remedied upon the completion
                    of the extension period granted under this
                    Section 10.2.2, the Party not claiming Force
                    Majeure shall be entitled to all damages and
                    rights provided under this Agreement for injury
                    or damages experienced during that extension
                    period.  This Section 10.2.2 shall not apply with
                    respect to a Force Majeure affecting Seller and
                    based on the Company's non-delivery of natural
                    gas or No. 2 oil during any period when the
                    Company is obligated to provide natural gas or
                    No. 2 oil to Seller.

         10.2.3     In no event shall a condition of Force Majeure
                    extend the Term of this Agreement except to the
                    extent required to accomplish payment of any
                    Capacity Payment suspended under Section 10.1.4.



             ARTICLE XI:  EVENTS OF DEFAULT; REMEDIES
             ----------------------------------------

11.1     List of Default Events

         Except as otherwise provided in this Agreement, this
         Agreement may be terminated and/or a Party may be entitled to
         Liquidated Damages following written notice, effective upon
         receipt, from a non-defaulting Party to the defaulting Party,
         upon the occurrence of any of the following events:

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         11.1.1     The failure of a Party to make any undisputed
                    payment due hereunder and such failure shall
                    continue for ten (10) days after notice demanding
                    such payment is given;

         11.1.2     In the event a Party shall cease doing business
                    as a going concern, shall generally not pay its
                    debts as they become due or admit in writing its
                    inability to pay its debts as they become due,
                    shall file a voluntary petition in bankruptcy or
                    shall be adjudicated a bankrupt or insolvent, or
                    shall file any petition or answer seeking any
                    reorganization, arrangement, composition,
                    readjustment, liquidation, dissolution or similar
                    relief under the present or any future federal
                    bankruptcy code or any other present or future
                    applicable federal, state or other statute or
                    Law, or shall seek or consent to or acquiesce in
                    the appointment of any trustee, receiver,
                    custodian or liquidator of said Party or of all
                    or any substantial part of its properties or its
                    interest in the Facility or the Interconnection
                    Facilities, or shall make an assignment for the
                    benefit of creditors, or said Party shall take
                    any corporate action to authorize or that is in
                    contemplation of the actions set forth above in
                    this Section 11.1.2; 

         11.1.3     In the event that within ninety (90) days after
                    the commencement of any proceeding against either
                    Party seeking any reorganization, arrangement,
                    composition, readjustment, liquidation,
                    dissolution or similar relief under the present
                    or any future federal bankruptcy code or any
                    other statute or Law, such proceeding shall not
                    have been dismissed, or if, within ninety (90)
                    days after the appointment without the consent or
                    acquiescence of said Party of any trustee,
                    receiver, custodian or liquidator of said Party
                    or of all or any substantial part of its
                    properties or of its interest in the Facility or
                    the Interconnection Facilities, such appointment
                    shall not have been vacated or stayed on appeal
                    or otherwise, or if, within ninety (90) days
                    after the expiration of any such stay, such
                    appointment shall not have been vacated; 

         11.1.4     The cancellation or permanent abandonment of
                    Phase I of the Facility by Seller prior to the
                    Scheduled Date of Commercial Operation or the
                    failure, for any reason including Force Majeure,
                    of the Scheduled Date of Commercial Operation to
                    occur by the Commercial Operation Deadline;

         11.1.5     The cancellation or permanent abandonment of
                    Phase II of the Facility by Seller prior to the
                    Phase II Scheduled Date of Commercial Operation
                    or the failure, for any reason including Force
                    Majeure, of the Phase II Date of Commercial
                    Operation to occur by the Phase II Commercial
                    Operation Deadline shall constitute a default of
                    the Phase II provisions of this Agreement
                    associated with Incremental Capacity and shall
                    permit the non-defaulting Party to terminate this
                    Agreement with respect to the Incremental
                    Capacity of the Facility; provided, however, that
                    the rights and obligations of the Parties with
                    respect to Phase I of the Facility shall be
                    unaffected by such termination;

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         11.1.6     The failure of Seller to provide the Company with
                    Seller's fuel supply plan as required by Section
                    8.4 unless, within thirty (30) days after written
                    notice from the Company notifying Seller of such
                    failure, Seller cures such failure;

         11.1.7     The failure of Seller to adhere to the
                    Construction Milestone Schedule for Phase I of
                    the Facility.  However, Seller may extend the
                    Scheduled Date of Commercial Operation as set
                    forth in Section 15.1.1.2, in which case all
                    other dates in the Construction Milestone
                    Schedule shall be adjusted accordingly;

         11.1.8     The failure of Seller to adhere to the
                    Construction Milestone Schedule for Phase II
                    shall constitute a default of the Phase II
                    provisions of this Agreement associated with
                    Incremental Capacity and shall permit the
                    non-defaulting Party to terminate this Agreement
                    with respect to the Incremental Capacity of the
                    Facility; provided, however, that the rights and
                    obligations of the Parties with respect to Phase
                    I of the Facility shall be unaffected by such
                    termination.  However, Seller may extend the
                    Phase II Scheduled Date of Commercial Operation
                    as set forth in Section 15.1.1.5, in which case
                    all other dates in the Construction Milestone
                    Schedule shall be adjusted accordingly;

         11.1.9     The failure of Seller to adhere to the provisions
                    of Section 8.1 through 8.7 unless, within thirty
                    (30) days after written notice from the Company
                    specifying the nature of such failure, Seller
                    cures such failure;

         11.1.10    Any of a Party's representations and warranties
                    contained in Article XII hereof was false or
                    misleading in any material respect when made,
                    unless (i) the fact, circumstance or condition
                    that is the subject of such representation or
                    warranty is made true within thirty (30) days
                    after the non-defaulting Party has given notice
                    thereof to the defaulting Party; provided,
                    however, that if the fact, circumstance or
                    condition that is the subject of such
                    representation or warranty cannot reasonably be
                    corrected within such thirty (30) day period
                    and if the defaulting Party within such period
                    of thirty (30) days commences, and thereafter
                    proceeds with all due diligence, to correct the
                    fact, circumstance or condition that is the
                    subject of such representation or warranty,
                    said period shall be extended for such further
                    period not to exceed ninety (90) days as shall
                    be reasonably necessary for the defaulting
                    Party to correct the same with all due
                    diligence, and (ii) such cure removes any adverse
                    affect on the non-defaulting Party of such fact,
                    circumstance or condition being otherwise than as
                    first represented, or such fact, circumstance or
                    condition being otherwise than as first
                    represented does not materially adversely
                    affect the non-defaulting Party;

         11.1.11    The failure of Seller to provide the Company's
                    employees, agents, and other representatives
                    reasonable access to test, examine or repair
                    Seller's Interconnection Facilities or metering
                    devices after receiving notice to do so by the
                    Company as required under this Agreement unless,
                    within thirty (30) days after written notice
                    from the Company specifying the nature of such
                    failure, Seller cures such failure;

                            -151-

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                                                      Page 47 of 82
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         11.1.12    The failure of Seller to comply with the
                    operating and maintenance requirements under
                    Section 3.2.5.2 hereof, and the Company's
                    election to exercise its rights under 
                    Section 3.2.5.2(c), unless, within thirty (30)
                    days after written notice from the Company
                    specifying the nature of such failure, Seller
                    cures such failure or, if such cure cannot
                    reasonably be completed within thirty (30) days
                    and if Seller within such thirty (30) day period
                    commences, and thereafter proceeds with all due
                    diligence, to cure such failure, said period shall
                    be extended for such further period not to exceed
                    ninety (90) days as shall be necessary for Seller
                    to cure such failure with all due diligence;

         11.1.13    A material default in performance or observance
                    of any agreement, undertaking, covenant or other
                    material obligation contained in this Agreement
                    unless, within thirty (30) days after written
                    notice from the non-defaulting Party specifying
                    the nature of such material default, the
                    defaulting Party cures such default or, if such
                    cure cannot reasonably be completed within thirty
                    (30) days and if the defaulting Party within such
                    thirty (30) day period commences, and thereafter
                    proceeds with all due diligence, to cure such
                    default, said period shall be extended for such
                    further period as shall be necessary for
                    defaulting Party to cure such default with all
                    due diligence, provided that the extended cure
                    period shall not exceed ninety (90) days unless
                    the defaulting Party's cure does not materially
                    increase the cost or the obligations of the
                    non-defaulting Party, or, if the cure causes such
                    an increase, the defaulting Party makes the
                    non-defaulting Party whole for any such increase;

         11.1.14    Any governmental authority having jurisdiction
                    takes an administratively final action associated
                    with the Qualified Facility status of the
                    Facility or the Exempt Wholesale Generator status
                    of the Seller in a manner that affects any
                    material provision of this Agreement to the
                    material detriment of a Party, unless the terms
                    of the Agreement are modified by the Parties in
                    a manner that holds the Party suffering such
                    material detriment harmless from the detrimental
                    effects of such action; provided, however, that
                    the rights provided under Section 11.1 with
                    respect to this Section 11.1.14 may only be
                    exercised by the Party suffering such material
                    detriment;

         11.1.15    A default by Seller under Section 4.4.1.3 or
                    Section 4.4.2.1; or

         11.1.16    Notwithstanding the occurrence of any event of
                    default described in Section 11.1 or the
                    expiration or unavailability of any cure period
                    provided herein, the non-defaulting Party shall
                    not be entitled to terminate this Agreement if,
                    prior to the defaulting Party's receipt of a
                    notice of such termination, the defaulting
                    Party shall have cured the event of default.

                            -152-

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                                                      Page 48 of 82
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11.2     Company Right to Suspend Performance

         At the Company's option, as an alternative to pursuing any
         other remedies available to it under generally applicable
         Laws or under this Agreement, including Section 3.2.5,
         Corrective Action, and Section 11.4 hereof, Liquidated
         Damages, the Company shall have the right to disconnect the
         Facility and suspend the purchase of Capacity and Energy from
         Seller (all payments during the period of such suspension
         being forgiven) and discontinue the performance of any of its
         duties and obligations hereunder upon the occurrence and
         during the continuance of any of the following:

         11.2.1     Seller fails to comply with any of the material
                    terms and conditions of this Agreement including
                    the installation, construction, maintenance or
                    operation of the Facility or adherence to any
                    Exhibit to this Agreement that has or can
                    reasonably be expected to have a material,
                    adverse effect on the Company or the Company
                    system, or fails to comply with any
                    representation or warranty made by Seller
                    hereunder in a manner that has or can reasonably
                    be expected to have a material, adverse effect on
                    the Company or the Company system and, in such
                    case, does not cure such failure within thirty
                    (30) days after written notice of such failure
                    from the Company or, if such cure cannot
                    reasonably be completed within thirty (30) days,
                    if Seller has not commenced efforts to cure such
                    failure and/or is not diligently pursuing such
                    cure, or if Seller has not cured such failure
                    within ninety (90) days; or

         11.2.2     Seller fails to conduct regular and required
                    maintenance or testing of the Facility and
                    associated equipment pursuant to Section 3.2.2
                    and Section 7.2 hereof where such failure may
                    have a material adverse effect on the Company or
                    the Company system and, in such case, does not
                    cure such failure within thirty (30) days after
                    written notice of such failure from the Company
                    or, if such cure cannot reasonably be completed
                    within thirty (30) days, if Seller has not
                    commenced efforts to cure such failure and/or is
                    not diligently pursuing such cure, or if Seller
                    has not cured such failure within ninety (90)
                    days; or

         11.2.3     Seller fails to allow the Company employees
                    reasonable access to test, examine or repair the
                    Company's Interconnection Facilities or metering
                    equipment after reasonable notice by the Company
                    of the need to do so and, in such case, does not
                    cure such failure within ten (10) days; or

         11.2.4     Seller violates any code, regulation or statute
                    applicable to the construction, installation,
                    maintenance or operation of the Facility where
                    such violation may materially threaten the
                    continued operation of the Facility as required
                    under this Agreement or may have a material,
                    adverse effect on the Company or the Company
                    system and, in such case, Seller does not correct
                    such violation within thirty (30) days of notice
                    hereof; or if such violation cannot reasonably be
                    corrected in such period, if Seller has not
                    commenced efforts to correct and/or is not
                    diligently pursuing such correction, or if Seller
                    has not corrected such violation within ninety
                    (90) days.

11.3     Seller's Right to Suspend Performance

                            -153-

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                                                      Page 49 of 82
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         At Seller's option, as an alternative to pursuing any other
         remedies that may be available to it under generally
         applicable Laws or under this Agreement, Seller shall have
         the right to suspend deliveries of Energy from the Facility
         to the Company and discontinue the performance of any of its
         duties and obligations hereunder upon the occurrence but only
         so long as the continuance of any of the following:

         11.3.1     The Company fails to read the meters necessary
                    for determining the payments to Seller for two
                    (2) consecutive months and, in such case, does
                    not cure such failure within ten (10) days after
                    written notice of such failure from the Seller
                    or, if such cure cannot reasonably be completed
                    within ten (10) days, if the Company has not
                    commenced efforts to cure such failure and/or is
                    not diligently pursuing such cure, or if the
                    Company has not cured such failure within thirty
                    (30) days; or

         11.3.2     The Company fails to make an undisputed payment
                    due hereunder and such failure continues for ten
                    (10) days after notice demanding such payment is
                    given; or

         11.3.3     The Company fails to comply with any of the
                    material terms and conditions of this Agreement
                    in a manner that has a material, adverse effect
                    on Seller, or fails to comply with any
                    representation or warranty made by the Company
                    hereunder in a manner that has a material adverse
                    effect on Seller and, in either case, does not
                    cure such failure within thirty (30) days after
                    written notice from the Seller or, if such cure
                    cannot reasonably be completed within thirty (30)
                    days, if the Company has not commenced efforts to
                    cure such failure and/or is not diligently
                    pursuing such cure, or if the Company has not
                    cured such failure within ninety (90) days.

11.4     Liquidated Damages

         If Seller fails to deliver Energy and Capacity as determined
         in Article VII herein, or if Seller is in default of this
         Agreement under Section 11.1, then the Company and Seller
         agree that the Company may suffer actual damages which, as a
         result of the dependence of the Company upon the delivery of
         Energy and Capacity by Seller in the quantities originally
         promised, the Company would be unable to mitigate fully.  The
         Company and Seller agree that the amount of the actual
         damages suffered by the Company would be difficult or
         impossible to measure under the circumstances.  Therefore,
         the Company and Seller agree that Seller shall pay the
         Company Liquidated Damages calculated in accordance with the
         following procedures, which Liquidated Damages, together with
         the reduction of Capacity and Energy Payments, if provided
         for under this Agreement, shall be the Company's sole and
         exclusive monetary remedy for damages associated with
         purchases by the Company of alternative Capacity and Energy:

                            -154-

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                                                      Page 50 of 82
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         11.4.1 Capacity Shortfall

                11.4.1.1    In the event that, at any time after the
                            Date of Commercial Operation and before
                            the Phase II Date of Commercial Operation,
                            the CNDC is reduced below 95% of the INDC
                            determined pursuant to Section 7.2.1,
                            then, as Liquidated Damages, Seller will
                            pay the Company $50 per kilowatt of the
                            difference between 95% of the original
                            INDC and the CNDC.  This amount shall be
                            escalated monthly using the Gross Domestic
                            Product Implicit Price Deflator ("GDPIPD")
                            beginning with the Effective Date.  In the
                            event that Seller pays Liquidated Damages
                            pursuant to this Section, the INDC
                            determined pursuant to Section 7.2.1 shall
                            be reduced to the level of 105.263% of the
                            CNDC upon which the Liquidated Damages
                            assessment has been based for purposes of
                            subsequent Liquidated Damages assessments
                            pursuant to this Section and Section
                            11.4.2.  Additionally, the Design Rating
                            for Phase II, as set forth in Section
                            7.1 and Section 7.2.2 shall be reduced by
                            the percentage difference between the
                            Phase I INDC and the CNDC upon which
                            Liquidated Damages have been assessed
                            pursuant to this Section.  Notwithstanding
                            anything herein to the contrary, Seller
                            may, upon twelve (12) month's prior
                            written notice to the Company, which
                            notice must be provided at any time up to
                            two (2) years after Seller becomes
                            obligated to pay Liquidated Damages
                            pursuant to this Section, reinstate the
                            CNDC of the Facility up to the INDC, and
                            such reinstated CNDC shall be the CNDC for
                            the purposes of calculating Capacity
                            Payments and subsequent Liquidated Damages
                            assessments pursuant to this Section.

                11.4.1.2    In the event that, on or after the 
                            Phase II Date of Commercial Operation, the
                            CNDC is reduced below 95% of the Phase II
                            INDC determined pursuant to Section 7.2.2,
                            then, as Liquidated Damages, Seller will
                            pay the Company $65 per kilowatt of the
                            difference between 95% of the original
                            Phase II INDC and the CNDC.  This amount
                            shall be escalated monthly using the
                            GDPIPD beginning with the Effective Date.

                       (a)  In the event that Seller pays Liquidated
                            Damages pursuant to this Section, the
                            Phase II INDC determined pursuant to
                            Section 7.2.2 shall be reduced to the
                            level of 105.263% of the CNDC upon which
                            the Liquidated Damages assessment has been
                            based for purposes of subsequent
                            Liquidated Damages assessments pursuant to
                            this Section.

                       (b)  Notwithstanding anything herein to the
                            contrary, Seller may, upon twelve (12)
                            month's prior written notice to the
                            Company, which notice must be provided at
                            any time up to two (2) years after Seller
                            becomes obligated to pay Liquidated
                            Damages pursuant to this Section,
                            reinstate the CNDC of the Facility up to
                            the Phase II INDC, and such reinstated
                            CNDC shall be the CNDC for the purposes of
                            calculating Capacity Payments and
                            subsequent Liquidated Damages assessments
                            pursuant to this Section.

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                                                      Page 51 of 82
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                11.4.1.3    Option to Purchase
         
                       (a)  In the event that Phase II is canceled or
                            permanently abandoned prior to the 
                            Phase II Scheduled Date of Commercial
                            Operation or the Phase II Date of
                            Commercial Operation does not occur by the
                            Phase II Commercial Operation Deadline, or
                            in the event that the Company is entitled
                            to purchase the Facility pursuant to
                            Section 2.7.1.4, then the Company shall
                            have the option to purchase the Facility.

                       (b)  The purchase price shall be the greater of
                            (i) the Outstanding Debt at the time of
                            the closing of the purchase of the
                            Facility, or (ii) the present value of the
                            remaining Capacity Payments for Phase I
                            (including one half of the remaining Fixed
                            Operation and Maintenance Payments for
                            Phase I) at the time of the closing of the
                            purchase of the Facility, determined using
                            the Discount Rate.

                       (c)  The Company may exercise the option by
                            providing written notice to Seller within
                            six (6) months following the occurrence of
                            an event described in Paragraph (a).  In
                            the event that notice has not been
                            provided within the time allowed, the
                            option shall terminate.

                       (d)  In the event that the Company exercises
                            its option to purchase the Facility, it
                            shall close the acquisition of the
                            Facility within three (3) months after the
                            delivery of the notice pursuant to
                            Paragraph (c).  During the period between
                            the receipt of the Company's notice
                            pursuant to Paragraph (c) and the closing,
                            Seller shall not increase the principal
                            amount of any Outstanding Debt without the
                            consent of the Company, which consent
                            shall not be unreasonably withheld.

                       (e)  The option granted pursuant to this
                            Section shall be subject to any purchase
                            option held by International Paper
                            Company.

                       (f)  The option granted pursuant to this
                            Section shall be the Company's sole and
                            exclusive remedy for the events described
                            in Paragraph (a).

                11.4.1.4    In the event that Seller makes the
                            payments required under this Section,
                            Seller shall not be in default under
                            Section 11.1 for any reduction in the CNDC
                            for Phase I or Phase II of the Facility,
                            or for the cancellation or permanent
                            abandonment of Phase II of the Facility.

         11.4.2 Termination of Agreement

                If (a) Seller terminates this Agreement other than
                because of default of the Company or (b) the Company
                terminates this Agreement as permitted by its terms
                (other than pursuant to Section 12.1.5 or 
                Section 16.4, or pursuant to Section 11.1 following
                the expiration of a period of Force Majeure as
                provided in Section 10.2.2), then Seller shall pay the
                Company Liquidated Damages as set forth below 

                            -156-

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                                                      Page 52 of 82
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                in addition to any extension payments, penalties, or
                other Liquidated Damages required by other provisions
                of this Agreement.

                11.4.2.1    If this Agreement is terminated prior to
                            the Scheduled Date of Commercial
                            Operation, Seller shall pay Liquidated
                            Damages of: 

                       (a)  $10 per KW, plus $1 per KW per month from
                            the Effective Date to the date of
                            termination or event of default up to a
                            maximum of $35 per KW, based on the Design
                            Rating of Phase I, plus

                       (b)  An additional $2 per KW per month from 
                            15 months prior to the Scheduled Date of
                            Commercial Operation through the Date of
                            Commercial Operation, up to a maximum of
                            $30 per KW (maximum total $65 per KW
                            including $35 per KW above), based on the
                            Design Rating of Phase I.

                11.4.2.2    If this Agreement is terminated after the
                            Scheduled Date of Commercial Operation,
                            Seller shall pay Liquidated Damages of 
                            $50 per KW, based on the most recent CNDC,
                            escalated using the GDPIPD from the
                            Effective Date, but not in any event to
                            exceed the present value of the Capacity
                            Payments for the remainder of the Term,
                            determined using the Discount Rate.

         11.4.3 Security

                11.4.3.1    Seller shall provide security for
                            compliance with Section 11.4 which shall
                            consist of an unconditional and
                            irrevocable direct pay letter of credit
                            issued by a bank acceptable to the Company
                            in a form substantially similar to 
                            Exhibit 11.4.

                11.4.3.2    Security shall be made available by Seller
                            in the form of an irrevocable letter of
                            credit in accordance with the following
                            events and in the following amounts:

                       (a)  $10/KW, based on the Design Rating of
                            Phase I, which shall be submitted as the
                            CPCN Development Deposit within thirty
                            (30) days after the Effective Date and
                            shall remain in effect until  thirty (30)
                            days after the issuance of the CPCN, at
                            which time it shall, at Seller's option,
                            either be refunded to Seller or credited
                            against the security required under
                            subparagraph (b) below.

                       (b)  $65/KW as a Contract Development Deposit,
                            based on the Design Rating of Phase I. 
                            The Contract Development Deposit shall be
                            due on the later of the thirtieth (30th)
                            day after the issuance of the CPCN or the
                            date on which the CPCN Development Deposit
                            is refunded or credited pursuant to
                            subparagraph (a), provided, however, that
                            the Contract Development Deposit shall not
                            be required to be in effect until the CPCN
                            Development Deposit has been released. 
                            The 

                            -157-

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                                                      Page 53 of 82
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                            Contract Development Deposit shall
                            remain in effect until the Date of
                            Commercial Operation, at which time it
                            shall, at Seller's option, either be
                            refunded to Seller or credited against the
                            security required under subparagraph (c)
                            below.

                       (c)  $50/KW as a Contract Performance Deposit,
                            based on the Initial Net Demonstrated
                            Capability of the Facility but not in any
                            event to exceed the present value of the
                            Capacity payments for the remainder of the
                            Term, determined using the Discount Rate.
                            The Contract Performance Deposit shall be
                            due on the later of the thirtieth (30th)
                            day after the Date of Commercial Operation
                            or the date on which the Contract
                            Development Deposit is refunded or
                            credited pursuant to subparagraph (b),
                            provided, however, that the Contract
                            Performance Deposit shall not be required
                            to be in effect until the Contract
                            Development Deposit has been released, and
                            shall remain in effect until the Phase II
                            Date of Commercial Operation, at which
                            time it shall, at Seller's option, either
                            be refunded to Seller or credited against
                            the security required under subparagraph
                            (d) below.  In the event that the level of
                            the security previously provided by Seller
                            is not equal to the amount required under
                            this paragraph, the level of the Letter of
                            Credit shall be adjusted within thirty
                            (30) days to reflect the revised level of
                            security. In the event that this Agreement
                            is terminated for any reason, the security
                            shall be returned following payment in
                            full of any amounts due from Seller to the
                            Company.

                       (d)  $65/KW as a Phase II Contract Performance
                            Deposit, based on the Phase II Initial Net
                            Demonstrated Capability of the Facility
                            but not in any event to exceed the present
                            value of the Capacity payments for the
                            remainder of the Term, determined using
                            the Discount Rate.  The Phase II Contract
                            Performance Deposit shall be due on the
                            later of the thirtieth (30th) day after
                            the Phase II Date of Commercial Operation
                            or the date on which the Contract
                            Performance Deposit is refunded or
                            credited pursuant to subparagraph (c),
                            provided, however, that the Phase II
                            Contract Performance Deposit shall not be
                            required to be in effect until the
                            Contract Performance Deposit has been
                            released.  In the event that the level of
                            the security previously provided by Seller
                            is not equal to the amount required under
                            this paragraph, the level of the Letter of
                            Credit shall be adjusted within thirty
                            (30) days to reflect the revised level of
                            security. In the event that this Agreement
                            is terminated for any reason, the security
                            shall be returned following payment in
                            full of any amounts due from Seller to the
                            Company.

11.5     Limit on Remedy

         Notwithstanding anything in this Agreement to the contrary,
         the Company's sole remedy for a default as described in
         Section 11.1.5 and 11.1.8 shall be (a) to terminate the
         Agreement with respect to the Incremental Capacity of the
         Facility; provided, however, that 

                            -158-

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                                                      Page 54 of 82
                                                          ----  ----


         the rights and obligations of the Parties with respect to
         Phase I of the Facility shall be unaffected by such
         termination, or (b) to purchase the Facility as provided 
         in Section 11.4.1.3.

11.6     No Consequential Damages

         In actions arising under Section 11.1 of this Agreement, and
         in all other claims arising under this Agreement by either
         Party against the other Party, neither Seller nor the Company
         shall be liable to the other for indirect, special or
         consequential damages.

     ARTICLE XII:  CONDITIONS, REPRESENTATIONS AND WARRANTIES
     --------------------------------------------------------

12.1     Conditions

         12.1.1 Commission Approval.  If the Commission issues a
                -------------------
                negative determination in stage two of the CPCN
                process for the Facility, and if the Commission
                directs that the Parties renegotiate the Agreement,
                the Company agrees to use good faith efforts for a
                period up to that period required by the Commission,
                but not to exceed six (6) months, to renegotiate the
                Agreement with Seller to alleviate the concerns
                raised by the Commission in stage two of the CPCN
                process.  Such a renegotiated Agreement shall not,
                in any case, exceed in its costs to the ratepayers
                of the Company the effective costs of this Agreement
                or the bid provided by Seller to the Company in
                stage one of the CPCN process.  If the Parties are
                successful in their efforts to renegotiate the
                Agreement, the new agreement shall be submitted to
                the Commission for its approval.

         12.1.2     Company's Right to Delay Phase I.
                    --------------------------------

                12.1.2.1    Before the Commencement of Construction
                            after granting of the CPCN by the
                            Commission, the Company shall have the
                            right to delay the Scheduled Date of
                            Commercial Operation by the lesser of 
                            (i) twenty-four (24) months, or 
                            (ii) such period as shall not cause Seller
                            to lose its air permit or any other permit
                            required for the Facility.  The Company
                            may request delays in excess of the period
                            allowed pursuant to the preceding
                            sentence, provided, however, that Seller
                            may grant or deny such additional delays
                            in its sole and exclusive discretion.  

                12.1.2.2    In exchange for obtaining delays pursuant
                            to this Section, the Company shall be
                            required to pay Seller an amount
                            equivalent to the present value of the
                            escalation of Capacity Payments,
                            escalated by the change in the specific
                            index entitled Other Production Plant -
                            Gas Turbogenerators as published in the
                            Handy Whitman Bulletin No. 138 under Cost
                            Trends of Electric Utility Construction
                            North Central Region for the period of
                            delay, levelized over the Term of this
                            Agreement, and for its reasonable
                            additional non-inflation related
                            costs associated with such delays,
                            determined using the Discount Rate (see
                            Exhibit 12.1.2 for a sample calculation). 
                            In addition, if, on the date that would be
                            the Scheduled Date of Commercial Operation
                            but for the exercise of the Company's
                            rights 

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                                                      Page 55 of 82
                                                          ----  ----


                            under this Section, Seller has entered
                            into a thermal energy purchase
                            agreement with International Paper
                            Company or the then current owner or
                            operator of the Nicolet Paper Mill, the
                            Company shall pay International Paper
                            Company or such then current owner or
                            operator five hundred thousand dollars
                            ($500,000) for each year of delay pursuant
                            to this Section, prorated on a daily basis
                            for partial years, and escalated using the
                            GDPIPD for the period of such delay.
 
                12.1.2.3    The Company shall exercise its option to
                            delay by providing written notice to
                            Seller, provided, however, that the
                            Company's notice must be provided no later
                            than six months prior to the financial
                            closing for the construction financing for
                            the Facility.  Seller shall provide the
                            Company with its schedule for financial
                            closing at least seven months prior to the
                            projected date for financial closing, and
                            shall revise the schedule from time to
                            time to reflect any delays in the
                            projected date for financial closing.

                12.1.2.4    Any delays pursuant to this Section shall
                            result in a corresponding extension of the
                            dates in the portion of the Construction
                            Milestone Schedule pertaining to Phase I
                            and a corresponding adjustment in the
                            Commercial Operation Deadline.  In
                            addition, if the delay results in the need
                            for additional extensions due to
                            circumstances such as seasonal
                            constraints on construction, an additional
                            adjustment shall be made to the dates in
                            the portion of the Construction Milestone
                            Schedule pertaining to Phase I and the
                            Commercial Operation Deadline.

         12.1.3     Company's Right to Delay Phase II.
                    ---------------------------------

                12.1.3.1    Before the Phase II Commencement of
                            Construction, the Company shall have the
                            right to delay the Phase II Scheduled Date
                            of Commercial Operation by the lesser of
                            (a) twenty-four (24) months, or (b) such
                            period as shall not cause Seller to lose
                            its air permit or any other permit
                            required for the Facility, by giving
                            Seller written notice of the required
                            delay.  The Company may request delays in
                            excess of the period allowed pursuant to
                            the preceding sentence, provided,
                            however, that Seller may grant or deny
                            such additional delays in its sole and
                            exclusive discretion.

                12.1.3.2    In exchange for obtaining delays pursuant
                            to this Section, the Company shall be
                            required to pay Seller an amount
                            equivalent to the present value of the
                            escalation of Capacity Payments,
                            escalated by the change in the specific
                            index entitled Steam Production Plant -
                            Total Steam Production Plant, as published
                            in the Handy Whitman Bulletin No. 138
                            under Cost Trends of Electric Utility
                            Construction North Central Region, for the
                            period of the delay, levelized over the
                            Term of this Agreement, and for its
                            reasonable additional non-inflation
                            related costs associated with such delays,
                            determined using the Discount Rate (see
                            Exhibit 12.1.3 for a sample calculation). 
                            In addition, if, on the date that would be
                            the Phase II Scheduled Date of Commercial
                            Operation but for the exercise of the

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                            Company's rights under this Section,
                            Seller has entered into a thermal energy
                            purchase agreement with International
                            Paper Company or the then current owner or
                            operator of the Nicolet Paper Mill, the
                            Company shall pay International Paper
                            Company or such then current owner or
                            operator one million dollars ($1,000,000)
                            for each year of delay pursuant to this
                            Section, prorated on a daily basis for
                            partial years, and escalated using the
                            GDPIPD for the period of such delay.

                12.1.3.3    The Company shall exercise its option to
                            delay by providing written notice to
                            Seller, provided, however, that the
                            Company's notice must be provided no later
                            than six months prior to the financial
                            closing for the construction financing for
                            Phase II of the Facility.  Seller shall
                            provide the Company with its schedule for
                            financial closing at least seven months
                            prior to the projected date for financial
                            closing, and shall revise the schedule
                            from time to time to reflect any delays in
                            the projected date for financial closing.

                12.1.3.4    Any delays pursuant to this Section shall
                            result in a corresponding extension of the
                            dates in the portion of the Construction
                            Milestone Schedule pertaining to Phase II
                            and a corresponding adjustment in the
                            Phase II Commercial Operation Deadline. 
                            In addition, if the delay results in the
                            need for additional extensions due to
                            circumstances such as seasonal constraints
                            on construction, an additional adjustment
                            shall be made to the dates in the portion
                            of the Construction Milestone Schedule
                            pertaining to Phase II and the Phase II
                            Commercial Operation Deadline.


         12.1.4 Limit on Right to Delay.
                -----------------------

                The Company's right to delay Phase I or Phase II of
                the Facility shall be limited to the extent that such
                delay could result in material additional delays,
                unreimbursed costs, or a risk of cancellation of 
                Phase I or Phase II of the Facility.  Within thirty
                (30) days after Seller's receipt of the Company's
                notice pursuant to Section 12.1.2.2 or Section
                12.1.3.2, Seller shall provide the Company with a
                statement indicating whether it believes that the
                exercise of the right to delay will cause material
                additional delays, unreimbursed costs, or a risk of
                cancellation.  If the Company does not agree with
                Seller's statement, it may exercise its right to
                delay, provided, however, that the Company shall
                reimburse Seller for any such material unreimbursed
                costs, or for the consequences of any such
                cancellation or additional delay.  If the Parties are
                unable to agree upon the effect on Seller of any such
                delay, the dispute shall be submitted to Dispute
                Resolution.



         12.1.5 Receipt of CPCN.
                ---------------

                12.1.5.1    Either Party may terminate the Agreement
                            without any liability whatever to the
                            other Party if a CPCN for Phase I of the
                            Facility has been denied 

                            -161-

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                                                      Page 57 of 82
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                            or has not been received within thirty-six
                            (36) months of the Effective Date and any
                            deposits made by Seller under Section
                            11.4.3(a) shall be refunded.

                12.1.5.2    Either Party may terminate the Agreement
                            with respect to the Incremental Capacity
                            of the Facility without any liability
                            whatever to the other Party if a CPCN for
                            Phase II of the Facility has been denied
                            or has not been received within
                            twenty-four (24) months prior to the 
                            Phase II Scheduled Date of Commercial
                            Operation; provided, however, that the
                            rights and obligations of the Parties with
                            respect to Phase I of the Facility shall
                            be unaffected by such termination.

12.2     Seller's Warranties and Representations

         Seller hereby warrants and represents that:  

         12.2.1 Organization of Seller

                Seller is a limited liability company, duly organized,
                validly existing and in good standing under the Laws
                of the State of Wisconsin and is duly qualified to do
                business in such state.  Seller has full power and, to
                the knowledge of the Seller, all necessary permits,
                licenses, approvals, authorizations, franchises and
                registrations to carry on its business as it is now
                being conducted.

         12.2.2 Authorization; Enforceability

                The execution, delivery and performance of this
                Agreement by Seller and all of the documents and
                instruments required by this Agreement to be executed
                by Seller are within the power of Seller and have been
                duly authorized by all necessary action by Seller. 
                This Agreement is, and the other documents and
                instruments required by this Agreement to be executed
                and delivered by Seller will be, when executed and
                delivered by Seller, the legal, valid and binding
                obligations of Seller enforceable against Seller in
                accordance with their respective terms.

         12.2.3 No Violation or Conflict

                The execution, delivery and performance of this
                Agreement by Seller do not conflict with or violate
                any Law applicable to Seller, the Articles of
                Organization or Bylaws of Seller or any contract or
                agreement to which Seller is a Party or by which it is
                bound, including any agreement relating to Seller's
                financing of the Facility.

         12.2.4 Disclosure

                There are no material untrue statements of fact by
                Seller contained in this Agreement, nor has Seller
                failed to state a material fact in this Agreement
                necessary in order to make any other material
                statement of fact by Seller in this Agreement not
                misleading.

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         12.2.5 Litigation

                To the knowledge of Seller, there are no actions,
                suits or proceedings against Seller by any person
                which question the legality, validity or propriety of
                the transaction contemplated by this Agreement.

         12.2.6 Data and Projections

                To the knowledge of Seller, all data and factual
                material provided in writing by Seller to the Company
                pursuant to this Agreement and relating to the
                Facility are correct in material respects.  All
                estimates or projections so provided were consistent
                with estimates or projections contemporaneously used
                by Seller at the time the projection or estimate was
                delivered to the Company.  The Company acknowledges
                that such estimates or projections are inherently
                difficult to quantify and are subject to change under
                a variety of circumstances, many of which are not in
                the control of the Seller.  

         12.2.7 Title to Property

                At the time of the execution of this Agreement, to the
                best of Seller's knowledge and information, Seller
                has, or will be able to obtain for all property
                acquired after the Effective Date, good and marketable
                title to, or the right to lease or occupy: (a) all
                property, real and personal, comprising the Facility,
                the Site and the Seller's Interconnection Facilities,
                free and clear of all mortgages and of any other liens
                and encumbrances except for liens for taxes and
                charges incident to construction not yet due and
                payable and the easements, conditions and restrictions
                and (b) all easements, rights-of-way and other
                interests related to that property, which materially
                affect Seller's performance under this Agreement.

         12.2.8 Representations Regarding the Site and Facility

                Seller has received no written notice of any building
                code violation or violation of any other Law affecting
                the Site or the Facility or of any claim, action, suit
                or other proceeding relating to the Site or Facility.

         12.2.9 Environmental Matters

                As of the Effective Date, Seller has no knowledge,
                after due inquiry, that:  (a) any hazardous or toxic
                substance or hazardous or toxic waste as defined in
                any applicable Law has been placed, used, stored,
                deposited, treated, recycled or disposed of on, under,
                or in the Site which if known to be present would
                require cleanup, removal or some other remedial action
                under any applicable Environmental Laws; (b) there has
                been any prior disposal or deposition in any fashion
                on the Site by any prior owner or person using the
                Site, whether with or without authorization, of any
                hazardous or toxic substances or hazardous or toxic
                waste as defined in any applicable Law; (c) the Site
                contains asbestos, polychlorinated biphenyl compounds
                (PCBs) or underground storage tanks; and (d) there are
                any conditions currently existing at the Site which
                would subject its owner 

                            -163-

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                                                      Page 59 of 82
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                to any damages, penalties, injunctive relief or
                cleanup costs in any governmental or regulatory action
                or third party claim relating to any hazardous or
                toxic substance or hazardous or toxic waste.  Seller
                further warrants and represents that it is not subject
                to any court or administrative proceeding, judgment,
                decree, order or citation relating to any hazardous or
                toxic substance or hazardous or toxic waste at the
                Site.  Seller further warrants and represents that in
                all material respects as of the Effective Date and
                during the Term of this Agreement, it is employing,
                and will employ, its reasonable best efforts in
                accordance with Prudent Electrical Practices to remain
                in material compliance with all applicable
                Environmental Laws both as to on-site activities and
                as to any substances generated or discharged at the
                Facility or on the Facility Site and transported
                elsewhere.  For purposes of this paragraph, the Site
                includes the ground water, surface water, air and any
                improvements on, under or above the Site.  Seller
                further warrants and represents that any permits or
                licenses necessary or required to generate, store or
                use any hazardous or toxic substance or hazardous or
                toxic waste at, in, under, about or in connection with
                the Facility will be obtained and be in full force and
                effect throughout the Term of this Agreement, and will
                be complied with.

12.3     The Company Warranties and Representations

         The Company hereby warrants and hereby represents that: 

         12.3.1 Organization of the Company

                The Company is a corporation duly organized, validly
                existing and in good standing under the Laws of the
                State of Wisconsin and is duly qualified to do
                business in such state.  The Company has full
                corporate power and, to the knowledge of the Company,
                all necessary permits, licenses, approvals,
                authorizations, franchises and registrations to carry
                on its business as it is now being conducted. 

         12.3.2 Authorization; Enforceability

                The execution, delivery and performance of this
                Agreement by the Company and all of the documents and
                instruments required by this Agreement to be executed
                by the Company are within the corporate power of the
                Company and have been duly authorized by all necessary
                corporate action by the Company.  This Agreement is,
                and the other documents and instruments required by
                this Agreement to be executed and delivered by the
                Company will be, when executed and delivered by the
                Company, the legal, valid and binding obligations 
                of the Company enforceable against the Company in
                accordance with their respective terms.

                            -164-

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                                                      Page 60 of 82
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         12.3.3 No Violation or Conflict

                The execution, delivery and performance of this
                Agreement by the Company do not conflict with or
                violate any Law applicable to the Company, the
                Articles of Incorporation or Bylaws of the Company or
                any contract or agreement to which the Company is a
                party or by which it is bound.

         12.3.4 Disclosure

                There are no material untrue statements of fact by the
                Company contained in this Agreement, nor has the
                Company failed to state a material fact necessary in
                order to make other statements by the Company not
                misleading.

         12.3.5 Litigation

                To the knowledge of the Company, there are no actions,
                suits or proceedings against the Company by any person
                which question the legality, validity or propriety of
                the transaction contemplated by this Agreement.

         12.3.6 Data and Projections

                To the knowledge of the Company, all data and factual
                material provided by the Company to Seller, including
                that with respect to the Company's avoided costs, were
                correct in material respects at the time so submitted. 
                All estimates or projections so provided to Seller
                were consistent with estimates or projections
                contemporaneously used by the Company at the time the
                projection or estimate was delivered to Seller except
                with respect to assumptions utilized which were
                requested by Seller or, in certain cases, which
                reflect sensitivity analyses using a range of stated
                assumptions.  Seller acknowledges that such estimates
                or projections are inherently difficult to quantify
                and are subject to change under a variety of
                circumstances, many of which are not in the control of
                the Company.

12.4     Opinions of Counsel

         The Parties hereto warrant and represent that each of them
         shall provide to the other, upon reasonable request, an
         opinion of independent legal counsel, in form and substance
         reasonably satisfactory to the other Party and its legal
         counsel, confirming, to the extent known, the accuracy of any
         legal matter addressed in any warranty and representation
         made in this Agreement.

       ARTICLE XIII:  INDEMNITY AND LIMITATION OF LIABILITY
       ----------------------------------------------------

13.1     Indemnification by Seller

         13.1.1 Seller hereby agrees to defend, indemnify and hold
                harmless the Company and its officers, directors,
                employees and agents from and against any liability,
                claim, injury (including death resulting therefrom),
                property damage, cost or expense, fine, penalty or
                assessment by any public agency, including
                reasonable attorneys' 

                            -165-

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                                                      Page 61 of 82
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                fees and defense fees, but not including consequential
                damages, directly or indirectly related to, associated
                with, or arising from any claims against the Company
                arising from the failure of Seller to fulfill its 
                obligations under this Agreement.

         13.1.2 Seller hereby agrees to defend, indemnify and hold
                the Company harmless for, and assumes all risk of,
                damage to the Facility and Seller's Interconnection
                Facilities caused by Seller's operation of said
                Facility and Seller's Interconnection Facilities.

         13.1.3 Seller agrees to indemnify and hold harmless the
                Company, its officers, directors, agents, and
                employees against all loss, damage, expense, costs
                and liability, including reasonable attorneys' fees,
                for injury to or death of persons or injury to
                property, occurring on Seller's side of the
                Interconnection Point proximately caused by Seller's
                negligence or willful misconduct in the
                construction, ownership, operation, or maintenance
                of the Facility and Seller's Interconnection
                Facilities.

         13.1.4 Seller agrees to indemnify and hold harmless the
                Company from and against all losses, liabilities,
                claims, injuries (including death resulting
                therefrom), property damage, cost, expense, or
                obligation arising out of any violation or claimed
                violation of any provision of Environmental Law, on
                the part of Seller and its employees.  This
                indemnity shall include but not be limited to any
                and all claims, fines, penalties, or assessments by
                any public agency or by third parties arising under
                any Environmental Law.  

         13.1.5 Notwithstanding any language to the contrary in this
                Agreement, the Company shall have no liability to
                Seller with respect to provision of advice,
                consultation, proposals or recommendations of the
                Company personnel or representatives to Seller
                whether occasioned by comments or requests or by the
                negligent acts or omissions of employees or
                representatives of the Company or otherwise, and
                Seller shall indemnify the Company and hold harmless
                the Company from and against all such losses,
                damages, costs or liabilities.

13.2     Indemnification by the Company

         13.2.1 The Company hereby agrees to defend, indemnify and
                hold harmless Seller and its officers, directors,
                employees and agents from and against any liability,
                claim, injury (including death resulting therefrom),
                property damage, cost or expense, fine, penalty or
                assessment by any public agency, including
                reasonable attorneys' fees and defense fees, but not
                including consequential damages, directly or
                indirectly related to, associated with, or arising
                from any claims against Seller arising from the
                failure of the Company to fulfill its obligations
                under this Agreement.

         13.2.2 The Company agrees to indemnify and hold harmless
                Seller, its officers, directors, agents, and
                employees against all loss, damage, expense, costs
                and liability, including reasonable attorneys' fees,
                for injury to or death of persons or injury to
                property, occurring at the Facility proximately
                caused by a negligent act or

                            -166-

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                                                      Page 62 of 82
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                omission or willful misconduct of the Company or its
                agents while on the Seller's premises at the Facility.

         13.2.3 The Company agrees to indemnify and hold harmless
                Seller from and against all losses, liabilities,
                claims, injuries (including death resulting
                therefrom), property damage, cost, expense, or
                obligation arising out of any violation or claimed
                violation of any provision of Environmental Law, on
                the part of the Company and its employees.  This
                indemnity shall include but not be limited to any
                and all claims, fines, penalties, or assessments by
                any public agency or by third parties arising under
                any Environmental Law.

13.3     Worker's Compensation

         Nothing contained in this Agreement is intended or shall be
         construed as a waiver, either expressed or implied, of any
         provision of the Worker's Compensation Laws of the State of
         Wisconsin (Chapter 102, Wis. Stats.) and any successor
         statutes or as an assumption by contract, expressed or
         implied, of any responsibility or liability greater than that
         imposed by said Laws or, in particular, inconsistent with the
         exclusive remedy provisions of said Law.

13.4     Joint Negligence

         In the case of joint or concurring negligence of the Parties
         giving rise to a loss or claim against either one or both,
         each shall have rights or contribution against the other
         Party in proportion to their comparative negligence as
         determined by the court or arbitrators trying or arbitrating,
         as the case may be, the matter in dispute.  Each Party shall
         promptly notify the other Party of the assertion of any claim
         against which such other Party may be required to provide
         indemnity hereunder and shall give the other Party an
         opportunity to defend such claim.  These indemnification
         provisions are for the protection of the Parties hereto only
         and shall not establish, of themselves, any liability to
         third parties.

13.5     No Partnership

         The Parties do not by this Agreement effect a joint
         undertaking and do not intend to create any joint or several
         obligations to third parties.  Neither this Agreement nor any
         grant or license related thereto, shall be construed to
         create a new entity, such as a partnership or a joint
         venture, or constitute an agency relationship.  Neither Party
         shall be under control of or be deemed to control the other
         Party and no Party shall have the right or power to bind any
         other Party.

13.6     Responsibility for Employees

         The Parties agree that, as between themselves, each Party
         shall be responsible for the acts and omissions of, and any
         claims by, its employees and agents, irrespective of any
         limitation on the amount or type of damages, compensation or
         benefits payable by or for such Party under workers' or
         workmen's compensation acts, disability benefit acts or other
         employee benefit acts; provided, however, that the foregoing
         is not intended to create third party beneficiary rights in
         any party not a Party to this Agreement.  Each Party shall
         indemnify 

                            -167-

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                                                      Page 63 of 82
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         the other Party from and against all liabilities, claims,
         damages, suits, fines or judgments for injury or death to
         third persons and damage to or destruction of property of
         third persons, to the extent caused by such Party's employees
         or agents.

                     ARTICLE XIV:  INSURANCE
                     -----------------------

14.1     Specified Coverages

         During the Term of this Agreement, Seller or its contractors
         and subcontractors, as applicable, shall procure, pay
         premiums for and maintain in full force and effect the 
         insurance coverages described below.  With the exception of
         the coverages required by Section 14.1.1 and Section 14.1.6,
         all such insurance coverages shall include the Company as an
         additional insured and shall be primary in all instances
         without regard to like coverage, if any, maintained by the
         Company.  For all types of coverages set forth below, any
         exclusions which are not standard for such coverages, or
         which are added by manual endorsements and restrict coverage,
         must be approved by the Company, which approval shall not be
         unreasonably withheld.  In the event that Seller reasonably
         determines that any such policy of insurance is no longer
         available at commercially reasonable rates, Seller shall not
         be obligated to continue to carry such insurance, and shall
         use its reasonable best efforts to obtain substitute
         insurance which is as nearly identical as possible to the
         policy of insurance which it is intended to replace. 
         Disagreements over the availability of any such policy of
         insurance at commercial rates, the extent of Seller's efforts
         to obtain substitute insurance and the adequacy of such
         substitute insurance shall be subject to Dispute Resolution.
 
         14.1.1 Worker's Compensation Insurance as required by the
                Laws of the State of  Wisconsin, and Employer's
                Liability with limits established by state or
                federal Law if applicable.

         14.1.2 Occurrence Form Comprehensive General Liability
                insurance, including coverage for 
                (a) premises/operations, (b) independent contractor,
                (c) products and completed operation, (d) broad form
                contractual liability, (e) broad form property
                damage, (f) explosion, collapse and underground
                damage exclusion deletion, and (g) personal injury,
                all with limits of not less than $25,000,000 each
                occurrence and in the aggregate.

         14.1.3 Comprehensive Vehicle Liability Insurance, covering
                all licensed or unlicensed vehicles and automobiles
                whether owned, leased, or rented when used in
                connection with performance of the Agreement and
                including coverage for Bodily Injury and Property
                Damage in an amount not less than $1,000,000 per
                person, $2,000,000 per accident.

         14.1.4 All Risk Property Coverage and Boiler and Machinery
                Coverage against damage to the Facility during the
                Term of this Agreement, including without
                limitation, damage during the construction or
                operation of the Facility, in an amount not less
                than the full replacement cost of the Facility and
                subject to a deductible not to exceed $500,000.00. 
                Expediting coverage in an amount of not less than 10
                percent (%) of the full replacement cost of the
                Facility must also be provided.

                            -168-

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                                                      Page 64 of 82
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         14.1.5 All Risk Builder's Risk Insurance upon the entire
                work at the Site to the full insurable value
                thereof, insuring against, but not limited to, the
                perils of fire, extended coverage, vandalism and
                malicious mischief.

         14.1.6 Professional Liability/Errors and Omissions
                Insurance in the amount of $10,000,000 for the
                period from the Commencement of Construction through
                the Date of Commercial Operation and for the period
                from the Phase II Commencement of Construction
                through the Phase II Date of Commercial Operation.

14.2     Insurance Certificates

         Seller shall provide certificates of insurance from insurance
         companies having a Best rating of A or better that the
         insurance coverages required herein are maintained.  Such
         certificates shall provide, inter alia, that the Company be
         listed as an additional insured and be given 30 days written
         notice by the insurer of any cancellation or significant
         change in any required coverage provided by such insurer as
         evidenced by the certificates.  If requested by the Company,
         Seller will provide the Company with copies of its policies.

14.3     Coverage For Full Term

         All required coverages shall remain in full force and effect
         during the Term of this Agreement.  Seller's liability under
         the Agreement shall not be limited to the insurance coverages
         contained in this Article XIV.

14.4     Insurance Proceeds

         In the event of loss occurring after the termination of the
         construction and permanent financing of the Facility, all
         insurance proceeds realized as a result therefrom shall be
         applied to repair of the Facility unless the Parties agree
         otherwise.

                        ARTICLE XV:  TERM
                        -----------------

15.1     Term

         15.1.1 Subject to the terms and conditions of this
                Agreement, this Agreement shall commence on the
                Effective Date and shall continue in effect through
                the 25th anniversary ("Termination Date") of the
                Date of Commercial Operation; provided, however, that
                the Termination Date shall be extended beyond the 25th
                anniversary of the Date of Commercial Operation by an
                amount of time equal to the amount of any delay in the
                Phase II Date of Commercial Operation requested by the
                Company pursuant to Section 12.1.3 or any delay in the
                Phase II Date of Commercial Operation purchased by
                Seller in accordance with Section 15.1.1.5:

                15.1.1.1    If, for any reason, the Date of Commercial
                            Operation has not occurred by the
                            Scheduled Date of Commercial Operation,
                            and the Scheduled Date of Commercial
                            Operation has not been revised in
                            accordance with the terms 

                            -169-

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                                                      Page 65 of 82
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                            of this Agreement, the Company may
                            terminate the Agreement under the terms
                            and provisions of Section 11.1.

                15.1.1.2    Seller shall be entitled to extend the
                            Scheduled Date of Commercial Operation by
                            specifying a revised Scheduled Date of
                            Commercial Operation and by complying with
                            the conditions specified below:

                       (a)  By no later than thirty (30) days prior to
                            the Scheduled Date of Commercial
                            Operation, Seller shall certify to the
                            Company its revised Scheduled Date of
                            Commercial Operation.

                       (b)  With such certification, Seller shall pay
                            the Company an extension fee.  The
                            extension fee shall equal $30 per kilowatt
                            divided by 12 multiplied by the number of
                            months or partial months extended,
                            multiplied by the Design Rating of 
                            Phase I.

                       (c)  No more than 3 extensions will be allowed
                            and the final revised Scheduled Date of
                            Commercial Operation shall be no later
                            than eighteen (18) months after the
                            original Scheduled Date of Commercial
                            Operation.

                15.1.1.3    In the event that a revised Scheduled Date
                            of Commercial Operation is established in
                            accordance with the terms of this
                            Agreement, all other dates in the
                            Construction Milestone Schedule for 
                            Phase I and the Commercial Operation
                            Deadline shall be adjusted accordingly.

                15.1.1.4    If, for any reason, the Phase II Date of
                            Commercial Operation has not occurred by
                            the Phase II Scheduled Date of Commercial
                            Operation, and the Phase II Scheduled Date
                            of Commercial Operation has not been
                            revised in accordance with the terms of
                            this Agreement, then, pursuant to 
                            Section 11.1, the Company may terminate
                            this Agreement with respect to its
                            obligation to purchase the Incremental
                            Capacity of the Facility; provided,
                            however, that the rights and obligations
                            of the Parties with respect to Phase I of
                            the Facility shall be unaffected by such
                            termination.

                15.1.1.5    Seller shall be entitled to extend the
                            Phase II Scheduled Date of Commercial
                            Operation by specifying a revised Phase II
                            Scheduled Date of Commercial Operation and
                            by complying with the conditions specified
                            below:

                       (a)  By no later than thirty (30) days prior to
                            the Phase II Scheduled Date of Commercial
                            Operation, Seller shall certify to the
                            Company its revised Phase II Scheduled
                            Date of Commercial Operation.

                       (b)  With such certification, Seller shall pay
                            the Company an extension fee.  The
                            extension fee shall equal $30 per kilowatt
                            divided by 12 multiplied by the number of
                            months or partial months extended,
                            multiplied by the Design Rating of 
                            Phase II.  The thirty dollar ($30) 


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                                                      Page 66 of 82
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                            per kilowatt fee shall be escalated
                            monthly using the GDPIPD from the original 
                            Phase II Scheduled Date of Commercial
                            Operation to the revised Phase II
                            Scheduled Date of Commercial Operation.
 
                       (c)  No more than 3 extensions will be allowed
                            and the final revised Phase II Scheduled
                            Date of Commercial Operation shall be no
                            later than eighteen (18) months after the
                            original Phase II Scheduled Date of
                            Commercial Operation.

                15.1.1.6    In the event that a revised Phase II
                            Scheduled Date of Commercial Operation is
                            established in accordance with the terms
                            of this Agreement, all other dates in the
                            Construction Milestone Schedule for 
                            Phase II and the Phase II Commercial
                            Operation Deadline shall be adjusted
                            accordingly.

         15.1.2 Extensions.

                15.1.2.1    The Company shall have the option, upon at
                            least twelve (12) months written notice
                            prior to the Termination Date, to extend
                            this Agreement for one (1) five-year
                            renewal term.  During such renewal term,
                            the Company shall make Energy Payments and
                            Capacity Payments in accordance with the
                            terms and conditions of this Agreement.

                15.1.2.2    The Company shall have the option, upon at
                            least twelve (12) months written notice
                            prior to the expiration of the renewal
                            term pursuant to Section 15.1.2.1, to
                            extend this Agreement for one (1)
                            additional five-year renewal term. 
                            During such renewal term, the Company
                            shall make Energy Payments and Capacity
                            Payments in accordance with the terms and
                            conditions of this Agreement.

                15.1.2.3    During any renewal term pursuant to this
                            Section, Sections 3.2.8.2 and 3.2.8.3
                            shall not apply.

            ARTICLE XVI:  COMPANY'S OPTION TO PURCHASE
            ------------------------------------------

16.1     Option to Purchase Upon Seller Default

         The Company shall have the option, but not the obligation, to
         purchase the Facility upon the termination of this Agreement
         following the occurrence of a default by Seller under Section
         11.1 of this Agreement (other than a default under Section
         11.1.5 or Section 11.1.8) which is not cured in accordance
         with the provisions of this Agreement.  Such option shall be
         in addition to all claims the Company may have for Liquidated
         Damages or other damages under this Agreement or otherwise by
         Law.  Notice of exercise of the option must be given by the
         Company to Seller within two (2) months of the expiration of
         any applicable cure period for Seller's default under this
         Agreement or of the termination of this Agreement.  The
         purchase price for the Facility and the closing date shall be
         determined in the same manner as provided in Section 16.1.1. 

                            -171-

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         16.1.1 The purchase price for the Facility shall be the
                present value of the remaining Capacity Payments
                (including Fixed Operation and Maintenance Payments,
                less personnel costs) at the time of the purchase of
                the Facility, determined using the Discount Rate. 
                Closing of the purchase shall occur within sixty
                (60) days of the exercise date.

         16.1.2 The Company may not exercise its option pursuant to
                this Section if a Project Lender shall have cured
                the default pursuant to Section 21.2, or if the
                Company has entered into a New Agreement with any
                Project Lender or its designee pursuant to Section
                21.2.1(e).

16.2     Limit on Option

         The right granted pursuant to Section 16.1 shall be subject
         to any purchase option held by International Paper Company.

16.3     Right of First Refusal

         16.3.1 The Company shall have an exclusive right of first
                refusal to purchase any Transfer Interest on the
                terms and conditions set forth herein; provided,
                however, and subject to the Company's prior written
                consent, which may not be unreasonably withheld,
                Seller may grant the steam buyer a right of first
                refusal to purchase any Transfer Interest, which
                right shall be prior to the Company's right of first
                refusal.  Any such right of first refusal granted to
                the steam buyer shall be in form and substance
                reasonably satisfactory to the Company and shall
                require the steam buyer to continue operating the
                Facility in accordance with the provisions of this
                Agreement.

         16.3.2 If Seller or any of its subsidiaries, affiliates or
                other related entities ever desire to dispose of its
                or their right, title, or interest in the Facility,
                or any part thereof (hereinafter referred to as a
                "Transfer Interest"), other than by the mortgage or
                sale and leaseback of the Facility to provide
                financing for the Facility, or if Seller receives a
                bona fide offer to purchase or lease the Facility,
                or any part thereof (hereinafter also referred to as
                a "Transfer Interest"), which offer Seller is prepared
                to accept, it shall give notice thereof in writing to
                the Company (the "Notice").  The Notice shall 
                (a) specify the terms under which Seller is prepared
                to dispose of the Transfer Interest, including the
                purchase price of the Transfer Interest, or 
                (b) include a copy of the acceptable offer received by
                Seller, as the case may be.

         16.3.3 If the steam buyer has been granted a right of first
                refusal as set forth above, the Seller shall offer
                the Transfer Interest to the steam buyer in
                accordance with the terms of the steam buyer's right
                of first refusal.  If the steam buyer waives its
                right with respect to the Transfer Interest or the
                steam buyer does not have a right of first refusal,
                Seller shall offer the Transfer Interest to the
                Company on the terms set forth in the Notice and a
                price equal to the lesser of (a) the fair market
                value of the Transfer Interest or (b) the price set
                forth in the Notice.

                            -172-

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                                                      Page 68 of 82
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         16.3.4 For a period of ninety (90) days after receipt by
                the Company of the Notice, or ninety (90) days after
                the Company receives notice from the Seller that the
                steam buyer has waived its right of first refusal,
                whichever is longer, the Company shall have the
                right to exercise its right of first refusal with
                respect to the Transfer Interest by giving written
                notice thereof to Seller.

         16.3.5 In the event the Company elects not to exercise its
                right of first refusal pursuant to the foregoing
                provisions and a sale or lease of the Transfer
                Interest is not fully consummated, in accordance
                with the terms and conditions set forth in the
                Notice, within one year from the date the Company
                receives the Notice, Seller agrees that the
                Company's right of first refusal to purchase or
                lease the Facility, or any part thereof, shall
                continue on the terms and conditions contained
                herein. Any sale of any Transfer Interest shall not
                extinguish the Company's right of first refusal with
                respect to any portion of the Facility or the
                Seller, as the case may be, not transferred pursuant
                to such sale. Any lease of any Transfer Interest
                shall not extinguish the Company's right of first
                refusal with respect to any extensions of such lease
                or with respect to any other leases, sales or other
                dispositions of any Transfer Interest.

         16.3.6 If the Company elects to exercise its right of first
                refusal with respect to the Transfer Interest, the
                Parties shall fully consummate the transfer of the
                Transfer Interest within sixty (60) days after the
                Company exercises its right of first refusal.  If a
                disagreement arises relating to the fair market
                value of the Transfer Interest, the Dispute
                Resolution Process shall be used.  

         16.3.7 The Company's right of first refusal shall apply to
                any transfer or sale of any interest in the Seller
                (other than a pledge or other assignment of any
                interest in the Seller in connection with the
                financing for the Facility) if the transfer or sale
                is proposed to be made to any entity other than
                Allstate Insurance Company, Energy Initiatives,
                Inc., or International Paper Company, or an entity
                which is, directly or indirectly, controlled by, in
                control of, or under common control with, the
                Seller, Allstate Insurance Company, Energy
                Initiatives, Inc., or International Paper Company,
                (hereinafter also referred to as a "Transfer
                Interest"). Notwithstanding the foregoing, in the
                event of a voluntary or involuntary transfer of an
                interest which represents less than one hundred
                percent (100%) of the interest in Seller, the
                Company agrees not to exercise its right of first
                refusal if, but only if, (a) the Company's ownership
                of such interest in Seller or the Facility would
                cause the loss of the Seller's status as an Exempt
                Wholesale Generator under PUHCA or the Facility's
                status as a "Qualifying Cogeneration Facility" under
                PURPA, and (b) the transfer of such interest shall
                be made to a party reasonably acceptable to the
                Company.

         16.3.8 For so long as Seller is an Exempt Wholesale
                Generator under PUHCA, the Company shall not
                exercise its right of first refusal with respect to
                a Transfer Interest which represents less than one
                hundred percent (100%) of the interests in the
                Facility or the Seller unless and until the
                determinations required under Section 32(k)(2) of
                PUHCA have been made and are final and non-appealable.

                            -173-

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                                                      Page 69 of 82
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         16.3.9 The Seller covenants and agrees to sign, execute and
                deliver, or cause to be signed, executed and
                delivered, and to do or make, or cause to be done or
                made, upon the written request of the Company, any
                and all agreements, instruments, papers, deeds, acts
                or things, supplemental, confirmatory or otherwise,
                as may be required by the Company for the purpose of
                or in connection with the right of first refusal
                established hereby.

16.4     Termination

         In the event that the Company purchases the Facility pursuant
         to this Agreement, this Agreement shall terminate.  In the
         event that any thermal energy sale agreement for the sale of
         the thermal energy produced by the Facility (a) does not
         impose greater obligations on the Company than would have
         been imposed on Seller if it had continued to perform the
         agreement, and (b) includes pricing provisions for the energy
         component of the thermal energy price which escalate on the
         basis of generally accepted indices, and pricing provisions
         for the fixed component which do not decline over time, the
         Company shall assume and perform any obligations of Seller
         under such thermal energy sale agreement.  In the event that
         any thermal energy sale agreement for the sale of the thermal
         energy produced by the Facility does not meet the criteria
         described in the preceding sentence, the Company shall not be
         obligated to perform any obligations of Seller under such
         agreement, but the Company shall offer to negotiate in good
         faith to enter into a new thermal energy sale agreement with
         the thermal energy purchaser under the original thermal
         energy sale agreement with the Seller; provided, however,
         that the total steam price pursuant to such new agreement
         shall not exceed the base steam price, escalated for periods
         after the effective date of the new agreement using the
         GDPIPD.  The base steam price shall be, (i) in the case of
         periods on or before the tenth anniversary of the
         commencement of service under the thermal energy sale
         agreement, the average thermal energy sale price since the
         commencement of service under the thermal energy sale
         agreement, expressed in constant dollars for the year in
         which service commences, or (ii) in the case of periods after
         the tenth anniversary of the commencement of service under
         the thermal energy sale agreement, the average thermal energy
         sale price during the first ten years following the
         commencement of service under the thermal energy sale
         agreement, expressed in constant dollars for the year in
         which service commences, and escalated for periods after the
         tenth anniversary at GDPIPD.

                      ARTICLE XVII:  RECORDS
                      ----------------------

17.1     Company Records

         The Company shall maintain for a period of not less than five
         (5) years from the date of preparation thereof complete and
         accurate records of:  (a) all interconnection costs incurred
         by the Company; (b) all measurements by Metering Devices of
         Net Energy Output delivered pursuant to this Agreement, and
         (c) all other data and information necessary to calculate
         payments as provided in this Agreement, including invoices,
         receipts, charts, printouts, and other materials and
         documents.  Seller or its representatives shall be permitted
         to inspect such records upon request during normal business
         hours and copies of such records shall be provided, if
         requested, within 30 days of Seller's request.

                            -174-

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                                                      Page 70 of 82
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17.2     Seller Records

         17.2.1 Operation & Maintenance

                Seller shall maintain for a period of not less than
                five (5) years from the date of preparation thereof an
                accurate and up-to-date operating log at the Facility
                with records of:  real and reactive power production
                for each hour, changes in operating status, scheduled
                outages and any unusual conditions found during
                inspections.  The Company shall be permitted to
                inspect such operating log upon request during normal
                business hours and copies of such log shall be
                provided, if requested, at the Company's expense,
                within 30 days of such request.  Except with respect
                to such operating log, Seller shall maintain for the
                duration of this Agreement, all permits, approvals,
                contracts, studies and other documents respecting the
                construction, operation and maintenance of the
                Facility.  The Company shall be permitted to inspect
                such documents upon request during normal business
                hours and copies of such documents shall be provided,
                if requested, at the Company's expense, within 30 days
                of such request.  

         17.2.2 As-Builts

                Seller shall at all times cause an accurate and
                complete set of the "as-built" plans and
                specifications relating to the Facility to be
                maintained at the Facility and available for
                inspection by Company, which plans and specifications
                shall be amended from time to time to reflect on a
                current basis all material improvements, additions and
                modifications to the Facility.  

                     ARTICLE XVIII:  NOTICES
                     -----------------------

18.1     Certain Notices

         18.1.1 Seller, promptly upon obtaining knowledge of any of
                the following, shall provide notice to Company of:

                18.1.1.1    The occurrence of a material default or
                            event of default under (i) any agreement
                            to which the Seller and any lender are
                            parties, (ii) the lease of the Site and
                            (iii) any steam purchase agreement;

                18.1.1.2    The occurrence of any material default
                            or event or default under any other
                            agreement, including any agreement for 
                            the purchase or transportation of fuel;

                18.1.1.3    Any litigation, investigation or
                            proceeding which may exist at any time
                            between Seller and any governmental
                            authority; 

                18.1.1.4    Any material adverse change in the
                            properties, business, operations,
                            prospects or financial or other condition
                            of the Seller and of any change of Law,
                            rule or regulation which has or could
                            reasonably be expected to have such a
                            material adverse effect;

                            -175-

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                                                      Page 71 of 82
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                18.1.1.5    Any loss or damage to the Facility in
                            excess of $100,000; and

                18.1.1.6    Any event constituting, or that could
                            reasonably be expected to constitute, an
                            event of Force Majeure.

         Each notice pursuant to this Section 18.1 shall be
         accompanied by a statement of a senior officer of Seller
         setting forth details of the occurrence referred to therein,
         the anticipated duration thereof, and stating what action
         Seller proposes to take with respect thereto. 
         Notwithstanding anything to the contrary in this 
         Section 18.1, Seller agrees to provide the Company with 
         any notice of default it receives under any agreement
         described in Section 18.1.1.1 hereof.

18.2     Notices in Writing

         18.2.1 All notices or other communications which are
                required or permitted under this Agreement shall be
                effective if they are in writing and delivered
                personally or by certified mail, postage prepaid,
                overnight delivery service, or telecopy or other
                confirmable form of electronic delivery, to the
                following address:

                18.2.1.1    if to Seller:                

                            DePere Energy LLC
                            c/o Polsky Energy Corporation
                            Suite 150
                            Edens Corporate Center
                            650 Dundee Road
                            Northbrook, Illinois  60062
                            Attn:  President

                18.2.1.2    if to the Company:           

                            Wisconsin Public Service Corporation
                            700 North Adams
                            Green Bay, WI  54307-9001
                            Attn:  Senior Vice-President-Power Supply
                                   and Engineering

                18.2.1.3    or to such other person or address as the
                            addressee may have specified in a notice
                            duly given to the sender as provided
                            herein.

18.3     Date of Notification

         All notices or communications duly delivered or mailed and
         postmarked to a Party hereto as provided in Section 18.2
         shall be effective as of the date of receipt.

                            -176-

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                                                      Page 72 of 82
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18.4     Oral Notice in Emergency

         Notwithstanding the provisions of Section 18.2, any notice
         required hereunder with respect to a System Emergency or
         other occurrence requiring prompt attention, may be made
         orally, by telephone or otherwise, provided such notice shall
         be confirmed in writing immediately thereafter.  Seller shall
         make such oral notice directly to the System Operating office
         at the Company.

18.5     Primary Contact

         The Company and Seller shall establish a primary contact to
         act for each Party in the implementation of, and the
         operation under, the Agreement.

                 ARTICLE XIX:  DISPUTE RESOLUTION
                 --------------------------------

19.1     Negotiation

         In the event of a dispute between the Parties respecting any
         of the terms and conditions of this Agreement, the Parties
         shall in good faith attempt to resolve such dispute by
         negotiations.  If a controversy or claim should arise, the
         respective Project Managers designated by the Parties, or
         their respective successors in the positions they now hold
         (herein called the "Project Managers"), will meet at least
         once and will attempt to resolve the matter.  Either Project
         Manager may request the other to meet within seven (7) days,
         at a mutually agreed time and place.  Such request must be in
         the form of a written notice which sets forth the nature of
         the controversy or claim.  If the matter has not been
         resolved within thirty (30) days of their first meeting, the
         Project Managers shall refer the matter to Senior Executives,
         who shall have authority to settle the dispute (herein called
         the "Senior Executives").  There upon, the Project Managers
         shall promptly prepare and exchange memoranda stating the
         issues in dispute and their positions, summarizing their
         negotiations which have taken place and attaching relevant
         documents.  The Senior Executives will meet for negotiations
         within thirty (30) days of the end of the thirty-day period
         referred to above, at a mutually agreed time and place.

19.2     Mediation

         If the matter in dispute has not been resolved within thirty
         (30) days of the meeting of the Senior Executives, the
         Parties will attempt in good faith to resolve the controversy
         or claim by inviting a single mediator, experienced in the
         particular subject matter, to make a recommendation as to
         resolution of the dispute.

19.3     Binding Arbitration

         In a dispute other than under Section 19.1 and/or if the
         matter has not been resolved pursuant to the mediation
         procedure set forth in Section 19.2 within sixty (60) days of
         commencement of such procedure or if either Party will not
         participate in mediation, either Party may elect to have the
         dispute resolved by binding arbitration by giving the other
         Party written notice of the election setting forth the point
         or points in dispute.  Such arbitration shall be conducted
         before a single arbitrator agreed upon by the Parties.  If
         the Parties are 

                            -177-

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                                                      Page 73 of 82
                                                          ----  ----


         unable to agree upon a single arbitrator, the arbitration
         shall be conducted before a panel of three arbitrators, of
         whom each Party shall appoint one, with the third arbitrator
         to be selected by the first 2 arbitrators from the list
         maintained by the American Arbitration Association.  The
         arbitration shall be conducted in accordance with the
         commercial arbitration rules of the American Arbitration
         Association.  The arbitration shall be governed by the 
         United States Arbitration Act, 9 U.S.C. Section 1-16, and
         judgment upon the award rendered by the arbitrator or
         arbitration panel may be recognized and enforced by any court
         having jurisdiction thereof.  The arbitrator or arbitrators
         shall be competent by virtue of education and experience in
         the particular subject matter in dispute.  The Parties may
         utilize discovery to the same extent as afforded by the
         Federal Rules of Civil Procedure. 

         The Parties shall equally share the cost of the fee or
         honorarium of the arbitrator or arbitrators.  Both Parties
         agree to pay their own legal fees, including stenographic
         costs and other hearing-related expenses, such as travel,
         lodging, and any service charges required by the American
         Arbitration Association.  The arbitrator shall have
         jurisdiction or authority only to interpret or determine
         compliance with the provisions of this Agreement in so far as
         shall be necessary to the determination of issues properly
         appealed to the arbitrators.  The arbitrators shall not have
         any jurisdiction or authority to add to, detract from, or
         alter in any way the provisions of this Agreement.  The
         arbitrator or arbitrators are not empowered to award
         consequential, exemplary or punitive damages.  Pending the
         final decision of the arbitrator or arbitrators of a dispute
         hereunder, both Parties agree to proceed diligently with the
         performance of all contractual obligations, including the
         payment of all sums required by this Agreement and not in
         dispute.  

19.4     Deadlines

         All deadlines specified in this Article XIX may be extended
         by mutual agreement. 

19.5     Exclusive Procedure

         Subject to Article XI of this Agreement, the procedures
         specified in this Article XIX shall be the sole and exclusive
         procedure for the resolution of disputes between the Parties
         arising out of or relating to this Agreement; provided,
         however, that a Party may seek a preliminary injunction or
         other preliminary judicial relief if in its judgment such
         action is necessary to avoid irreparable damage.  Despite
         such action the Parties will continue to participate in good
         faith in the procedures specified in this Article XIX.  All
         applicable statutes of limitation shall be tolled while the
         procedures specified in this Article XIX are pending.  The
         Parties will take such action, if any, required to effectuate
         such tolling. 

19.6     Survival of Procedure

         This Article XIX shall survive the termination of this
         Agreement and shall operate to resolve any controversy,
         claim, counterclaim, dispute, difference or misunderstanding
         arising out of or relating to this Agreement subsequent to
         the termination of this Agreement.

                            -178-

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                                                      Page 74 of 82
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19.7     Binding Upon Parties

         In the resolution of any controversy or claim pursuant to
         this Article XIX, each of the Parties, their Project
         Managers, and Senior Executives, and any mediators or
         arbitrators designated pursuant hereto, shall give effect to
         Article XI of this Agreement.

                   ARTICLE XX:  CONFIDENTIALITY
                   ----------------------------

20.1     Non-Disclosure to Third Parties

         Except in any proceeding to enforce this Agreement, Seller
         and Company will not disclose to any third party without the
         prior written consent of the other Party:  (a) the terms or
         conditions of this Agreement or any other Agreement required
         hereby or referred to herein; or (b) any confidential or
         proprietary information or data, whether oral or written,
         received from the other Party.  Information which is
         considered confidential or proprietary in nature must be
         identified as such by stamping each page with the word
         "Confidential" when such information is in tangible form.

20.2     Disclosure Permitted

         Notwithstanding Section 20.1, Seller or Company may disclose: 
         (a) such information as may be required by any applicable
         Law, regulation, or governmental order; (b) such information
         as may reasonably be required by independent accountants,
         attorneys, other professional consultants, or prospective
         lenders or investors, subject to reasonable procedures and
         other safeguards to protect the confidentiality of the
         information disclosed; (c) any information which is publicly
         known, other than by breach of this Agreement; 
         (d) information which becomes available to one of the Parties
         without restriction from a third party; or (e) information
         which is at any time developed by the receiving Party
         independently of any disclosures hereunder.  In addition, the
         Company may use the confidential information in connection
         with its dealings with the Commission or other regulatory
         authorities of competent jurisdiction.  In connection with
         any such use, the Company agrees to request confidential
         treatment of the information. 

20.3     Survival of Confidentiality

         The provisions of this Article XX shall survive the
         Termination Date for a period of five (5) years.

                     ARTICLE XXI:  ASSIGNMENT
                     ------------------------

21.1     Restriction on Assignment

         This Agreement shall inure to the benefit of and be binding
         upon the Company and Seller and their respective successors. 
         Neither Seller nor the Company shall assign its rights or
         delegate its duties under this Agreement, or any part of such
         rights or duties, without the prior written consent of the
         other, which consent shall not be unreasonably withheld, and,
         in the case of Seller, notification by the Company that its
         right of first refusal under Section 16.3 has been waived. 
         Any such assignment or delegation made without such prior
         written 

                            -179-

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                                                      Page 75 of 82
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         consent shall be null and void; provided however, the
         requirement of written consent to an assignment shall not
         apply to either Party if it merges into another entity with
         which it is related as a parent, subsidiary or affiliate,
         provided that such entity is or at the date of such merger
         becomes bound by all of the obligations under this Agreement.

21.2     Finance Assignments

         21.2.1 Seller shall have the right to assign this Agreement
                to any Project Lender.  If Seller shall assign this
                Agreement, then so long as any such assignment, or
                any consolidation, modification or extension of any
                such assignment shall remain outstanding, the
                following provisions shall apply:

                (a) Provided that the Company shall have received
                    written notice of such assignment, the Company
                    shall, upon serving upon Seller any notice
                    pursuant to Sections 2.3, 3.2.5.1, 11.1 or 11.2,
                    also serve a copy of such notice upon the
                    assignee under the assignment, at the address
                    provided for in the notice referred to above.  No
                    notice issued by the Company pursuant to Sections
                    2.3, 3.2.5.1, 11.1 or 11.2 shall be deemed to
                    have been duly given unless and until a copy
                    thereof shall have been so served.

                (b) From and after the date that such notice has been
                    given to an assignee, said assignee shall have
                    the same period for remedying or commencing the
                    remedy of any alleged default, or causing the
                    same to be remedied, or for taking any other
                    action required under the notice, as is given to
                    Seller pursuant to the terms of this Agreement to
                    remedy, commence remedying, or cause to be
                    remedied the default specified in any such
                    notice, or take any other action required in the
                    notice.  The Company shall accept such
                    performance by or on behalf of such assignee as
                    if the same had been done by Seller.  Neither the
                    Company nor Seller shall interpose any objection
                    if any assignee takes such action or enters the
                    Facility or the Site for such purpose.

                (c) The making of an assignment pursuant to this
                    Section shall not be deemed to constitute an
                    assignment or transfer of this Agreement, nor
                    shall any assignee, as such, be deemed to be an
                    assignee or transferee of this Agreement so as to
                    require such assignee, as such, to assume the
                    performance of any of the terms or conditions on
                    the part of Seller to be performed hereunder; but
                    the purchaser at any sale of this Agreement in
                    any proceedings for the foreclosure of any
                    assignment, or the assignee or transferee of this
                    Agreement under any instrument of assignment or
                    transfer in lieu of the foreclosure of any
                    assignment, shall be deemed to be an assignee or
                    transferee within the meaning of this Subsection
                    and shall be deemed to have agreed to perform all
                    of the terms, covenants and conditions on the
                    part of Seller to be performed hereunder from and
                    after the date of such purchase and assignment.

                (d) Notwithstanding any other provision of this
                    Agreement, (i) any sale of this Agreement in any
                    proceeding for the foreclosure of any assignment,
                    or the assignment or transfer of this Agreement
                    in lieu of the foreclosure of any assignment
                    shall be deemed to be a permitted sale, transfer
                    or assignment of 

                            -180-

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                                                      Page 76 of 82
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                    this Agreement, and this Agreement shall continue
                    in full force and effect following any such sale,
                    transfer or assignment, and (ii) Section 16.3
                    shall not apply to any sale of any interest in the
                    Seller or the Facility in any proceeding for the
                    foreclosure of any assignment or mortgage of the
                    Facility or the ownership interests in the Seller,
                    or the assignment or transfer of any of the
                    foregoing in lieu of the foreclosure of any such
                    assignment; provided that the transferee or
                    assignee in any such case has the experience and
                    the financial capability to perform the Seller's
                    obligations under this Agreement.

                (e) In the event of the termination of this Agreement
                    by the Company for any reason, the Company shall,
                    in addition to providing a copy of the notice
                    provided pursuant to Section 11.1 as required
                    above, provide each assignee with written notice
                    that this Agreement has been terminated, together
                    with a statement of all sums which would at that
                    time be due under this Agreement but for such
                    termination or foreclosure, and of all other
                    defaults, if any, then known to the Company.  The
                    Company shall enter into a new agreement (the
                    "New Agreement") with any such assignee or its
                    designee for the remainder of the Term, effective
                    as of the date of termination on the same terms
                    and conditions as this Agreement, provided:

                    (i)    Such assignee or designee shall make
                           written request upon the Company for such
                           New Agreement within one hundred and
                           twenty (120) days after the date such
                           assignee receives the Company's notice of
                           termination given pursuant to the
                           provisions of this Section.

                    (ii)   Such assignee or designee shall pay or
                           cause to be paid to the Company at the
                           time of execution and delivery of such New
                           Agreement, any and all sums which would at
                           the time of execution and delivery thereof
                           be due pursuant to this Agreement but for
                           such termination or foreclosure, and, in
                           addition thereto, all reasonable expenses,
                           including reasonable attorneys' fees,
                           which the Company shall have incurred by
                           reason of such termination and the
                           execution and delivery of the New
                           Agreement and which have not otherwise
                           been received by the Company from Seller
                           or any other party in interest under
                           Seller.

                    (iii)  Such assignee or its designee shall agree
                           to remedy any of Seller's defaults of which
                           said assignee was notified by the Company's
                           notice of termination, and which are
                           reasonably susceptible of being so cured by
                           such assignee or its designee.

                    (iv)   If more than one assignee shall request a
                           New Agreement, the Company shall enter into
                           such a New Agreement only with the assignee
                           having the lien most senior in priority.

                            -181-

<PAGE>

                          
                                                      Page 77 of 82
                                                          ----  ----


                (f) Paragraphs (d) and (e) shall not be applicable
                    unless the Project Lenders shall have first
                    provided the Company an opportunity to offer to
                    purchase the Facility or the interest in the
                    Seller, as the case may be.

                    (i)    In the event that the Company makes an
                           offer to purchase the Facility or an
                           interest in the Company, (A) the Company's
                           offer must remain outstanding for at least
                           six (6) months, and (B) paragraphs (d) and
                           (e) shall not apply to any transfer of the
                           Facility or an interest in the Company to
                           a transferee other than the Company unless
                           the Project Lenders determine that the
                           price and commercial terms of such
                           transfer, taken as a whole, are more
                           favorable to the Project Lenders than the
                           price and commercial terms of the
                           Company's offer.

                    (ii)   In the event that the six-month period
                           described in (i) above expires, this
                           paragraph shall apply to any subsequent
                           transfer of the Facility or an interest in
                           the Seller pursuant to Paragraphs (d) and
                           (e).

                    (iii)  In the event that the Project Lenders
                           accept the Company's offer, the Company
                           shall close the acquisition of the Facility
                           or the interest in the Seller within sixty
                           (60) days after the acceptance of the
                           offer.

                    (iv)   The right granted pursuant to this Section
                           shall be subject to any purchase option
                           held by International Paper Company.

                (g) In the event of any casualty or condemnation with
                    respect to the Facility, and notwithstanding
                    anything to the contrary contained in this
                    Agreement, the provisions of the assignment most
                    senior in priority shall control with respect to
                    the use of the Seller's share of such proceeds.

                (h) No agreement between the Company and Seller
                    modifying, amending, canceling or surrendering
                    this Agreement shall be effective without the
                    prior written consent of all assignees.

                   ARTICLE XXII:  MISCELLANEOUS
                   ----------------------------

22.1     Lack of Precedent

         The provisions set forth in this Agreement are applicable
         only to this Agreement and the Capacity and Energy proposed
         to be sold and purchased hereunder.  The Parties specifically
         agree that this Agreement is not intended to set a precedent
         or constitute a recommendation:  (a) regarding the adoption 
         of a methodology for determining an avoided cost or a rate
         for purchase of power from a qualifying facility, (b) as
         evidence of the Parties' position with 

                            -182-

<PAGE>

                          
                                                      Page 78 of 82
                                                          ----  ----


         respect to the determination of an avoided cost or a rate for
         purchase of power from a qualifying facility, or (c) with
         respect to any of the other terms and conditions herein, for
         any other contract entered into by the Company, whether it be
         with Seller or any other party, or to any amendment that may
         be made to this Agreement.

22.2     Compliance with Laws

         Each Party shall at all times conform to all applicable Laws. 
         Each Party shall give all required notices, shall procure and
         maintain all necessary governmental permits, licenses and
         inspections necessary for its performance of this Agreement,
         and shall pay all charges and fees in connection therewith.

22.3     Governing Law

         Subject to applicable federal Law, this Agreement shall be
         governed by the Laws of the State of Wisconsin.

22.4     Entire Agreement; Amendment

         This Agreement and the documents referred to in this
         Agreement and to be delivered pursuant to this Agreement 
         constitute the entire agreement between the Parties
         pertaining to the subject matter of this Agreement, and
         supersede and terminate any letters of intent and all prior
         and contemporaneous agreements, understandings, negotiations
         and discussions with the Parties, whether oral or written,
         and there are no warranties, representations or other 
         agreements between the Parties in connection with the subject
         matter of this Agreement, except as specifically set forth in
         this Agreement.  NEITHER PARTY TO THIS AGREEMENT MAKES ANY
         REPRESENTATION, WARRANTY OR INDEMNITY, EXPRESS OR IMPLIED, TO
         THE OTHER PARTY TO THIS AGREEMENT EXCEPT FOR THE
         REPRESENTATIONS, WARRANTIES AND INDEMNITIES EXPRESSLY SET
         FORTH IN THIS AGREEMENT.  No amendment, supplement,
         modification, waiver or termination of this Agreement shall 
         be binding unless executed in writing by the Party to be
         bound thereby.  No waiver of any of the provisions of this
         Agreement shall be deemed or shall constitute a waiver of any
         other provision of this Agreement, whether or not similar,
         nor shall such waiver constitute a continuing waiver unless
         otherwise expressly provided.  

22.5     Modification

         This Agreement and any of its terms can only be amended,
         supplemented, waived, or modified by an instrument in writing
         signed by the Parties.

22.6     No Implied Waiver

         The failure or delay of any Party hereto to enforce at any
         time any of the provisions of this Agreement, or to require
         at any time performance of a Party hereto of any of the 
         provisions hereof, shall neither be construed to be a waiver
         of such provisions nor affect the validity of this Agreement
         or any part hereof or the right of such Party thereafter to
         enforce each and every such provision.

                            -183-

<PAGE>

                          
                                                      Page 79 of 82
                                                          ----  ----


22.7     Captions

         All indices, titles, subject headings, and similar items are
         provided for the purpose of reference and convenience and are
         not intended to be construed as interpretations of text.

22.8     Payment of Taxes

         Seller shall be responsible for payment of all federal, state
         and local taxes applicable to Seller and relating to the
         performance of its obligations under this Agreement.

22.9     Severability

         If any term or provision of this Agreement or the application
         thereof to any person, entity or circumstance shall to any
         extent be invalid or unenforceable, the remainder of this 
         Agreement, or the application of such term or provision to
         persons, entities or circumstances other than those as to
         which it is invalid or unenforceable, shall not be affected
         thereby, and each term and provision of this Agreement shall
         be valid and enforceable to the fullest extent permitted by
         Law.  The Parties agree to negotiate a replacement provision
         or provisions in an effort to place the Parties in the same
         or similar position reflected in the Agreement when
         originally signed.

22.10    No Exclusivity/Dedication of Facilities

         This Agreement is not intended to be an exclusive arrangement
         between Company and Seller.  No undertaking by a Party hereto
         to the other Party hereto under any provision of this
         Agreement shall constitute the dedication of that Party's
         system or any portion thereof to the other Party or to the
         public.

22.11    Emission Standards

         As may be required by government agencies, the Company will
         include emission constituents from the Facility in its
         inventory during the Term of this Agreement.  Seller will
         assure the Company that emissions from the Facility will not
         adversely affect the ability of the Company to comply with
         the limits imposed by any existing Law.

22.12    Expenses

         Except as expressly provided for herein, each Party shall pay
         the fees and expenses of its respective counsel, accountants,
         brokers, consultants, investment bankers and other experts
         incident to the negotiation and preparation of this
         Agreement.

22.13    No Reliance

         Except for the Parties to this Agreement, and except as
         otherwise specifically provided herein with respect to the
         Project Lenders and International Paper Company: (a) no other
         person is entitled to rely on any of the representations,
         warranties and agreements of the Parties contained in this 
         Agreement; and (b) the Parties assume no liability to any
         other 

                            -184-

<PAGE>

                          
                                                      Page 80 of 82
                                                          ----  ----


         person because of any reliance on the representations,
         warranties and agreements of the Parties contained in this
         Agreement.  

22.14    Individual Responsibility

         This Agreement shall not be construed to create or give rise
         to any partnership, joint venture, agency or other
         relationship between Seller and the Company other than that
         of purchaser and seller.  Each Party shall be solely and
         individually responsible for its own covenants, obligations
         and liabilities as herein provided.  The Parties shall not be
         liable as partners.  Neither this Agreement, nor any grant,
         lease or license related thereto, shall create any new entity
         nor be construed to create a new entity, such as a
         partnership, association or joint venture.

22.15    Exhibits

         If a document or matter is incorporated in any Exhibit to
         this Agreement, it shall be deemed to be incorporated for all
         purposes of this Agreement without the necessity of specific
         repetition or cross-reference.

22.16    Further Assurances

         22.16.1    The Company agrees to provide such information and
                    documentation as may be reasonably requested by
                    any Project Lender or prospective Project Lender,
                    including (i) financial statements, evidence of
                    corporate existence, and evidence of incumbency of
                    persons executing this Agreement; (ii) an opinion
                    of its counsel confirming the enforceability of
                    this Agreement against the Company and the
                    accuracy of the representations set forth in
                    Section 12.2, and addressing such other matters as
                    may be requested by any such Project Lender or
                    prospective Project Lender, (iii) a consent to the
                    collateral assignment of this Agreement to any
                    such Project Lender, and (iv) any other consents,
                    estoppel certificates or other documents
                    reasonably required in connection with the
                    financing of the Facility.  Seller shall reimburse
                    the Company for its reasonable expenses incurred
                    in performing its obligations under this Section
                    (excluding obligations described in Section 12.5).

         22.16.2    In the event that Seller or any Project Lender or
                    prospective Project Lender determines that any
                    amendment or modification to this Agreement is
                    required or as a condition to the financing or
                    refinancing of the Facility, the Company and
                    Seller shall negotiate in good faith, and in
                    consultation with any such Project Lender or
                    prospective Project Lender, the terms of, any such
                    amendment or modification; provided, however, that
                    a failure to agree shall not represent a breach of
                    this Agreement by either Party.

22.17    Survival

         The applicable provisions of this Agreement shall continue in
         effect after the expiration of the Term, to the extent
         necessary to provide for final billing and adjustment, and to
         make other appropriate settlements hereunder.  Without
         limiting the generality of the foregoing, 

                            -185-

<PAGE>

                          
                                                      Page 81 of 82
                                                          ----  ----


         the following provisions shall survive the expiration or
         termination of this agreement:  Article XIII, Section 12.1.1, 
         Section 12.1.4, Section 16.4, and Section 21.2.

                            -186-

<PAGE>

                          
                                                      Page 82 of 82
                                                          ----  ----

IN WITNESS WHEREOF, each of the Parties hereto has caused this
Agreement to be executed on its behalf by its duly authorized
officer on this 8th day of February, 1996.
                ---        --------    --

                                   DePere Energy LLC
                                   (Seller)


/s/ Mark R. Leaman                 By:  /s/ Michael Polsky
-----------------------------         ----------------------------
Witness                                    (Title)               

The obligations of Wisconsin Public Service Corporation under this
Agreement are conditioned upon the Public Service Commission of
Wisconsin issuing an order explicitly finding that:  1) it is prudent
for the Company to execute the Agreement at this time; 2) the
Commission will be considering evidence for the need for the Facility
at the time it takes up the stage two proceeding for the Certificate
of Public Convenience and Necessity ("CPCN") for the Facility; and 
3) the Commission will, when and if a CPCN order is issued, explicitly
include findings that at the time of that order the Facility is
necessary to satisfy the reasonable needs of the public for an
adequate supply of electric energy.  The Parties acknowledge that the
Commission has made these three findings in an order and has satisfied
the condition in the preceding sentence.


                                   Wisconsin Public Service
                                   Corporation (Company)


/s/ L. L. Weyers                      By:  /s/ Dan Bollom
-----------------------------         ----------------------------
Witness                                    (Title)               


Accepted and agreed this 8th day 
                         ---
of February, 1996.
   --------    --

DePere Energy LLC


By:  /s/ Michael Polsky
   --------------------------
            (Title)

                            -187-

<PAGE>
<PAGE>
                          EXHIBIT 2.1.A

                              Site
                              ----

The Site is located on Nicolet Paper Mill property at 200 Main
Avenue in the City of DePere, Brown County, Wisconsin.  The
location is shown on attached Figure 2-1.  The main plant will be
located in the parking area.  It is bounded by the Nicolet Paper
Mill plant to the east, additional parking for the mill to the
north, and vacant Nicolet Paper Mill property to the west.  The
Nicolet Paper Mill property extends from the proposed Site, east
and north to the Fox River, and west of the Site where it is
bounded by commercial and residential districts.  Auxiliary
structures (cooling tower, etc.) will be located off the main plant
area.  No later than one hundred and eighty (180) days after the
Effective Date, Seller shall provide the Company with a complete
legal description of the Site.


                            -188-

<PAGE>
<PAGE>
                              FIGURE 2-1

(Map showing the proposed cogeneration facility site location on
Nicolet Paper Mill property at 200 Main Avenue in the City of
De Pere, Wisconsin.)

                            -189-

PAGE
<PAGE>
                          EXHIBIT 2.1.B

                     Description of Facility
                     -----------------------

    A.    Plant Design

          The Facility will be a dual fuel combined cycle plant
          consisting of one combustion turbine/generator set as
          the prime mover, steam turbine/generator, heat
          recovery steam generator, condenser/cooling tower,
          inlet air chilling system, switch gear and the
          necessary auxiliary systems.  The Facility will be
          implemented in two phases.  In Phase I, a simple cycle
          combustion turbine unit will be installed.  In Phase
          II, the remaining equipment required to convert to a
          combined cycle Facility will be installed.  

          The Facility to be constructed shall be generally in
          accordance with the Facility described in the Seller's
          Project Proposal, dated February 14, 1994, taking into
          account major technological developments.

    B.    Phase I

          The Facility will consist of the following major
          components:

          (1)  One (1) combustion turbine/generator set complete
               with inlet air and exhaust systems

          (2)  Combustion turbine inlet air chilling system

          (3)  One No. 2 oil storage facility

          (4)  Water treatment system (on or off site) and
               storage tank

          (5)  Control building housing the control room,
               maintenance area, chillers, water treatment, and
               electrical room

          (6)  One (1) 13.8 KV to 138 KV transformer

          (7)  Continuous emission monitoring system

          (8)  Fire protection system

          (9)  Battery system and UPS

         (10)  Control system for auxiliary equipment

                            -190-

<PAGE>
                           

    C.    Phase II
          --------


          The Seller will install the following additional
          Phase II combined cycle equipment:

          (1)     One (1) Heat Recovery Steam Generator

          (2)     One (1) Steam Turbine/Generator

          (3)     Cooling and Condensing System

          (4)     Demineralized Water Treatment System

          (5)     Deaerating and Condensate System

          (6)     Controls for Phase II Equipment

                              -2-

                            -191-

PAGE
<PAGE>
                          EXHIBIT 2.4
                                
                                
                      CRITICAL COMPONENTS
                      -------------------
                                
                                
Phase I - Simple Cycle Operation
-------

Combustion Turbine and Generator

Main Step-Up Transformer

Control Systems

Inlet Air Chilling Device

Phase II - Combined Cycle Operation
--------

Heat Recovery Steam Generator

Steam Turbine and Generator

Condenser

Cooling Tower

Control System

                            -192-

PAGE
<PAGE>
                           EXHIBIT 2.6

                 Construction Milestone Schedule
                 -------------------------------


Pursuant to Section 2.6 of the Agreement, the following is a schedule
of milestones to be completed by Seller by the dates corresponding to
such events as follows:

For Phase I:

               Description of Event                         Date
               --------------------                         ----

     1.   Effective Date.                              [  11/30/95   ]
                                                        -------------

     2.   Obtain binding commitments for
          construction and permanent
          financing.                                   [   9/1/97   *]
                                                        -------------

     3.   Commencement of Construction.                [  11/1/97   *]
                                                        -------------

     4.   Seller's Interconnection Facilities
          are ready for energizing.                    [  10/1/98   *]
                                                        -------------

     5.   Date of Commercial Operation.                [   2/1/99   *]
                                                        -------------


     * Milestone dates indicated in the schedule are based on a
     CPCN issuance date of 11/1/96.  In addition to other delay
     provisions in the Agreement, the dates for achieving
     milestones subsequent to CPCN issuance shall be advanced or
     delayed by a number of days equal to the number of days
     between 11/1/96 and the actual date of CPCN issuance.

For Phase II:

               Description of Event                         Date
               --------------------                         ----

     1.   File application for CPCN (if
          required) and air permit.                    [ 9/1/2001    ]
                                                        -------------


     2.   Obtain binding commitments for
          construction and permanent
          financing.                                   [ 7/1/2002    ]
                                                        -------------

     3.   Phase II Commencement of
          Construction.                                [ 9/1/2002    ]
                                                        -------------

     4.   Seller's Interconnection Facilities
          are ready for energizing.                    [10/1/2003    ]
                                                        -------------

     5.   Phase II Date of Commercial
          Operation.                                   [ 1/1/2004    ]
                                                        -------------

                            -193-

<PAGE>
<PAGE>
                           EXHIBIT 5.1
                         (Twelve Pages)

(This exhibit is confidential.  It has been omitted and filed
separately with the SEC.)

                            -194-

<PAGE>
<PAGE>
 
                            EXHIBIT 7.2

      Procedure to Establish Net Demonstrated Capability and Net
      ----------------------------------------------------------
                        Demonstrated Heat Rate
                        ----------------------



All defined terms herein shall have the same meaning as provided in
the Agreement.

A.  Performance Curves
    ------------------

    1.   The Design Performance Curves shall include Design Net
         Capability Performance Curves and Design Net Heat Rate
         Performance Curves for Facility operation under
         various load conditions that the Facility is designed to
         operate given an expected range of ambient temperatures and
         relative humidity levels.

    2.   The Design Performance Curves shall be developed and provided
         to the Company within a reasonable period of time not to
         exceed six (6) months after issue of the letter of intent to
         purchase from the generation equipment manufacturers.  The
         Facility's Design Performance Curves shall be developed by
         the Seller based on the manufacturers' design information for
         the equipment and shall be approved (for reasonableness in
         accordance with established industry standards for the type
         of equipment installed) by the Parties hereto and shall be
         part of this Agreement as the standard for measuring the
         Facility's ability to comply with the performance criteria as
         set forth in the Agreement.  If the Parties cannot agree
         within sixty (60) days of Seller's notification to the
         Company as to the Design Performance Curves, then the Design
         Performance Curves shall be determined through the Dispute
         Resolution Process.

    3.   Upon approval of the Facility's Design Performance Curves by
         the Company, the Seller shall not modify the Facility in any
         way that will cause the Design Net Capability Performance
         Curve or Design Net Heat Rate Performance Curves to change
         prior to the Date of Commercial Operation without the
         Company's consent, which consent shall not be unreasonably
         withheld. The Parties agree that any change, other than a
         Technological Modification, in the maximum capability of the
         Facility after the Date of Commercial Operation, shall in no
         way affect the Design Performance Curves or the Nameplate
         Rating as established prior to the Date of Commercial
         Operation nor shall any such change alter or affect the basis
         of any calculations of the performance criteria under the
         Agreement.

    4.   The Parties agree that Phase II Design Performance Curves
         will be created prior to the Phase II Commencement of
         Construction and in accordance with substantially similar
         terms as described in Sections A.1 through A.3 of this
         Exhibit 7.2.  The Parties agree that any change, other than a
         Technological Modification, in the maximum capability
         of the Facility after the Phase II Date of Commercial
         Operation shall in no way affect the Nameplate Rating, or 
         the Phase II Design Performance Curves as established prior
         to the Phase II Date of Commercial Operation nor shall 
         any such change alter or affect the basis of any calculations
         of the performance criteria under the Agreement.

                            -195-

<PAGE>

    5.   At any time, as the result of testing or actual operating
         experience, Seller concludes that any Design Performance
         Curve does not accurately depict the variation in the
         Facility's performance as a function of ambient temperature
         and relative humidity, Seller may submit an Adjusted
         Performance Curve for review and approval by the Company
         under substantially similar terms to those described in
         Section A.2 of this Exhibit 7.2.  Upon approval by the
         Company, the Adjusted Performance Curve shall replace the
         applicable Design Performance Curve as the basis for
         measuring the Facility's ability to comply with the
         performance criteria as set forth in the Agreement.

B.  Net Demonstrated Capability
    ---------------------------

    1.   The Design Net Capability Performance Curves for Phases I and
         II shall indicate the variation in the Facility's net
         electrical output (KW) as a function of ambient temperature
         and relative humidity over the expected range of temperature
         (including but not limited to 0, 20, 59, and 90 degrees
         Fahrenheit) and relative humidity (including but not limited
         to 30, 60, and 80%) when the Facility is in its 100% (full
         load) baseload mode of operation.  The Design Net Capability
         Performance Curves will be used to correct the tests of Net
         Demonstrated Capability from the actual ambient temperature
         and relative humidity during any tests to 90 degrees
         Fahrenheit and 60% relative humidity.

    2.   The tests of Net Demonstrated Capability, to determine the
         Initial Net Demonstrated Capability and the Current Net
         Demonstrated Capability, shall run for a period of not
         less than 4 continuous On-Peak Hours and not more than
         24 continuous hours.  The Net Demonstrated Capability shall
         be calculated as the Facility's Net Energy Output during
         the test period divided by the number of hours in the test
         period, corrected from the average ambient conditions during
         the test period to a temperature of 90 degrees Fahrenheit and
         a relative humidity of 60% using the Net Capability
         Performance Curve.  At the time of testing, all equipment
         necessary for the operation of the Facility in accordance
         with this Agreement shall be operating in order to deliver
         full output baseload electric generation capacity and all
         Station Use and losses between the Facility and Metering
         Point shall be generated by the Facility.  The test of Net
         Demonstrated Capability shall take place only when the
         Facility is fully available.
    
    3.   The Seller shall be obligated to demonstrate by test that the
         Initial Net Demonstrated Capability is in compliance with the
         requirements of Section 7.2.

    4.   In the event that the Current Net Demonstrated Capability,
         determined by testing pursuant to Section B.2 of this 
         Exhibit 7.2, is greater than 105% of the Initial Net
         Demonstrated Capability, then the Current Net Demonstrated
         Capability shall be set equal to 105% of the Initial Net
         Demonstrated Capability for the purposes of the Agreement.

    5.   The Seller shall also be obligated to demonstrate that the
         Current Net Demonstrated Capability is in compliance with
         Section 7.2 by test every January and July (or if the

                                 -2-

                            -196-

<PAGE>

         Facility is not available in January or July, as soon as
         practical thereafter) after the Date of Commercial Operation,
         which determination shall be made by application of the
         following formula:

                                                        CNDC
            % of Initial Net Demonstrated Capability = ------ x 100
                                                        INDC

         where:

         CNDC equals the Current Net Demonstrated Capability; and,

         INDC equals the Initial Net Demonstrated Capability.

C.  Net Demonstrated Heat Rate

    1.   The Design Net Heat Rate Performance Curves shall indicate
         the variation in the Facility's net heat rate (fuel
         requirement, in BTU, per net unit output, in KWH) as a
         function of ambient temperature and relative humidity over
         the expected range of ambient temperatures (including but not
         limited to 20, 59 and 90 degrees Fahrenheit) and relative
         humidity (including but not limited to 30, 60 and 80%).  The
         Design Net Heat Rate Performance Curves shall indicate this
         variation when the Facility is in its 25%, 60%, 80% and 100%
         of full output baseload mode of operation in Phase I and 45%,
         60%, 80%, and 100% of full output baseload mode of operation
         in Phase II.  The Design Net Heat Rate Performance Curves
         will be used to correct the tests of Net Demonstrated Heat
         Rates from the actual ambient temperature and relative
         humidity during any tests to 90 degrees Fahrenheit and 60%
         relative humidity.

    2.   The tests of Net Demonstrated Heat Rate shall be conducted in
         substantially the same manner as, and may be conducted in
         conjunction with, the tests of Net Demonstrated Capability as
         described in Section B.2 of this Exhibit 7.2.  During 
         Phase I, tests shall be conducted at 25%, 60%, 80%, and 100%
         of Current Net Demonstrated Capability as limited by Section
         B.4 of this Exhibit 7.2.  During Phase II, tests shall be
         conducted at 45%, 60%, 80%, and 100% of Current Net
         Demonstrated Capability as limited by Section B.4 of this
         Exhibit 7.2, and shall be conducted while the Facility is
         operating in its full condensing (no steam to process) mode
         of operation.  During the tests, the Net Demonstrated Heat
         Rate shall be calculated as the fuel consumption of the
         Facility's combustion turbine and HRSG during the test,
         divided by the Facility's Net Energy Output during the test,
         corrected from the average ambient conditions during the test
         period to a temperature of 90 degrees Fahrenheit and a
         relative humidity of 60% using the applicable Net Heat Rate
         Performance Curve.

                                 -3-

                            -197-

<PAGE>

    3.   The results of the Net Demonstrated Heat Rate tests will be
         used to establish Heat Rate Adjustment Factors (AFs) for
         calculation of the billable fuel consumption pursuant to
         Exhibit 5.1.  After each test, the following AFs shall be
         calculated by dividing the guaranteed 90 degrees
         Fahrenheit/60% relative humidity heat rates below (HRG) by
         the Net Demonstrated Heat Rate determined by the test for the
         applicable load point.

         Phase I

         AF25  @ 25% of Full Load       HRG25 = 17,779 BTU/KWH
         AF60  @ 60% of Full Load       HRG60 = 12,775 BTU/KWH
         AF80  @ 80% of Full Load       HRG80 = 12,204 BTU/KWH
         AF100 @ 100% of Full Load      HRG100 = 11,102 BTU/KWH


      Phase II

         AF45  @ 45% of Full Load       HRG45 = 9,742 BTU/KWH
         AF60  @ 60% of Full Load       HRG60 = 8,755 BTU/KWH
         AF80  @ 80% of Full Load       HRG80 = 8,306 BTU/KWH
         AF100 @ 100% of Full Load      HRG100 = 7,761 BTU/KWH


    4.   The Seller shall also be obligated to demonstrate by test
         prior to the Date of Commercial Operation and prior to the
         Phase II Date of Commercial Operation, and each January and
         July (or, if the Facility is not available in January or
         July, as soon as practical thereafter) after the Date of
         Commercial Operation, the Net Demonstrated Heat Rates at the
         points in Section C.3 and calculate the AF factors
         accordingly.

D.  Company's Right to Request Additional Tests

    1.   Upon the written request of the Company, the Seller shall be
         obligated to demonstrate by test (limited to one test between
         semi-annual tests without reasonable basis for suspecting 
         performance degradation) the Net Demonstrated Capability and
         the Net Demonstrated Heat Rates for the four load levels in 
         Section C.3 for Phase I or Phase II.  If the additional test
         results in heat rates which differ by more than 2% from the
         Net Demonstrated Heat Rates established in the last
         semi-annual test, then the Net Demonstrated Heat Rates shall
         be reset according to the latest test, and adjustments
         shall be made to the Energy Payment in accordance with
         Exhibit 5.1.

    2.   The Company will periodically calculate the expected fuel
         consumption using the heat rates established in the most
         recent demonstration tests.  If the expected fuel consumption
         varies more than 3% from the metered fuel consumption, the
         Company may request and Seller shall perform additional tests
         to determine whether performance degradation has occurred. 
         If such additional tests result in heat rates which differ by
         more than 2% from the Net Demonstrated Heat Rates established
         in the last semi-annual test, then the Net 

                                 -4-

                            -198-

<PAGE>

         Demonstrated Heat Rates shall be reset according to the
         latest test, and adjustments shall be made to the Energy
         Payment in accordance with Exhibit 5.1.

         The Seller shall make available to the Company sufficient
         operational data, on a real-time basis, to determine if there
         is reasonable justification to suspect performance
         degradation (a shift in the Net Heat Rate or Net Fuel
         Chargeable to Electric Generation) has occurred.  The
         operational data shall include, but is not limited to:


         -      Facility net output (MW)
         -      Ambient temperature (degrees Fahrenheit)
         -      Relative humidity (%)
         -      Fuel flow to combustion turbine/HRSG
                -  natural gas (cfm)
                -  No. 2 oil (gpm)
         -      Process steam to Nicolet Paper Mill
                -  flow (lbs/hr)
                -  temperature (degrees Fahrenheit)
                -  pressure (psig)
         -      Nicolet Paper Mill process steam demand
                -  flow (lbs/hr)
                -  temperature (degrees Fahrenheit)
                -  pressure (psig)
         -      Condensate return from Nicolet Paper Mill
                -  flow (lbs/hr)
                -  temperature (degrees Fahrenheit)

E.  Seller's Right to Perform Additional Tests.

    If the Seller is unsatisfied with the results of a test of Net
    Demonstrated Capability or Net Demonstrated Heat Rate, the Seller
    shall have the right to perform up to two additional tests 
    establishing the Net Demonstrated Capability or Net Demonstrated
    Heat Rate within a twelve month period following the
    unsatisfactory test.  The Net Demonstrated Capability will be set
    according to the results of the unsatisfactory test until an
    additional test is performed that is satisfactory to the Seller;
    however, Liquidated Damages shall not be paid pursuant to
    Section 11.4.1 of this Agreement until a test that is satisfactory
    to the Seller is completed or the Seller has exhausted its rights
    pursuant to this Section E.  Liquidated Damages, if any, shall be
    calculated pursuant to Section 11.4.1 of this Agreement based on
    the satisfactory test or, if none of the tests are satisfactory to
    the Seller and Seller has exhausted its rights pursuant to this
    Section E, based on the unsatisfactory test designated by the
    Seller.  If the Seller elects to perform additional tests,
    the Company shall be obligated to pay for energy delivered to the
    Company at a rate equal to the Company's actual marginal energy 
    costs during the tests.

                                 -5-

                            -199-

<PAGE>

F.  Test Procedures

    Procedures for the test of Net Demonstrated Capability and Net
    Demonstrated Heat Rate shall be developed and approved by the
    Parties hereto based on the ASME Gas Turbine Power Plant
    Performance Test Codes PTC 22-1985 (with the instrument tolerance
    assumed to be zero) and shall be part of the Agreement.  The test
    procedures shall include a description of test conditions which 
    will simulate normal operating conditions for various auxiliary
    systems (e.g. lighting, CEM, HVAC, etc.).  All testing procedures
    shall use station instrumentation to the greatest extent possible;
    provided that the use of station instrumentation does not
    materially increase the cost of testing.

                                 -6-

                            -200-

<PAGE>
<PAGE>
                            EXHIBIT 9.1

                     Interconnection Facilities
                     --------------------------


1.  POINT OF INTERCONNECTION
    ------------------------

    1.1  For each connection between the Facility and the Company's
         138 KV switchyard bus, the Interconnection Point shall be at
         the bus side of the disconnecting device on Seller's side
         located nearest the 138 KV bus, as illustrated in 
         Figure 9-1.

    1.2  The Company agrees to accept delivery of the Net Energy
         Output made available under this Agreement between the
         Company and Seller at the Interconnection Point at a
         nominal phase-to-phase voltage of 138 KV.

    1.3  Power and energy flowing into the Interconnection Point from
         the Company shall be for Station Use only.

2.  TECHNICAL SPECIFICATIONS FOR THE DESIGN OF THE INTERCONNECTION
    --------------------------------------------------------------
    FACILITIES
    ----------

    2.1  Seller shall design all of the Seller's Interconnection
         Facilities, subject to the following requirements:

         2.1.1  Seller shall design, construct, operate, and maintain
                the Seller's Interconnection Facilities in accordance
                with Prudent Electrical Practices.

         2.1.2  Seller shall install synchronizing devices in its
                Facility or Seller's Interconnection Facilities to
                ensure proper synchronization of the energized
                Facility to the Company's system when putting
                the Facility on line.

         2.1.3  Seller shall install automatic control equipment to
                allow the Facility to respond appropriately to small
                frequency and voltage deviations from nominal for the
                purpose of maintaining synchronism and regulating
                voltage.

         2.1.4  Seller shall install appropriate protective equipment
                on its Facility and Seller's Interconnection
                Facilities.  Seller shall cooperate with the
                Company to provide interface information transfer
                between protective equipment supplied by one Party
                which requires input information (such as relay
                inputs) available from equipment installed by
                the other Party.

         2.1.5  Seller shall design the Facility to provide up to 
                20 MVAR of reactive power to the Interconnection
                Point.

                            -201-

<PAGE>

         2.1.6  Seller's Facility or Seller's Interconnection
                Facilities shall not deliver an unreasonable amount
                of voltage or current harmonics into the Company's
                system.

         2.1.7  Seller shall design and operate the Facility and
                Seller's Interconnection Facilities so as to limit
                voltage unbalance of the three phases at the
                Interconnection Point caused by the Facility to no
                greater than 2 percent (%).

         2.1.8  Seller shall design and operate the Facility and
                Seller's Interconnection Facilities so that Seller can
                continue to deliver the required real and reactive
                power to the Interconnection Point for any voltage at
                the Interconnection Point within 10 percent (%) of the
                nominal 138 KV interconnection voltage.

         2.1.9  Seller shall provide the Company with the necessary
                land, easements, and rights of access on Seller's
                property for the Company to construct and maintain the
                Company's Interconnection Facilities.

3.  OWNERSHIP AND OPERATION OF INTERCONNECTION FACILITIES
    -----------------------------------------------------

    3.1  Seller shall install, maintain, and own all of Seller's
         Interconnection Facilities.

    3.2  The Company shall install, maintain, and own all of the
         Company's Interconnection Facilities, including the
         interconnection metering equipment.  Seller shall reimburse
         the Company for the reasonable costs the Company incurs in
         establishing the Company's Interconnection Facilities to
         accommodate the delivery of the Net Energy Output from the
         Facility.  The Company's Interconnection Facilities shall
         consist of:

         3.2.1  A 138 KV transmission line with circuit breakers,
                circuit switchers and other related terminal equipment
                required to connect the Facility to the Company's
                nearest feasible substation, 

         3.2.2  Metering Devices at the Interconnection Point, as
                described in Section 6.1, and

         3.2.3  Remote-terminal communication equipment to transmit
                real-time MW, MVAR, and voltage data to the Company's
                System Operation Office.

    3.3  The Company and Seller shall provide each other with timely
         notice of any change (physical or status) in their respective
         system which may affect the proper coordination of safety
         devices on the 2 systems, and shall notify each other
         immediately in the event hazardous or unsafe conditions
         associated with operations pursuant to this Agreement
         are discovered to exist.  The Company and Seller shall 
         also notify each other of the cessation

                                 -2-

                            -202-

<PAGE>

         of such conditions.  Any such changes by Seller must first be
         reviewed and approved by the Company.

    3.4  Upon reasonable notice appropriate for the circumstances, the
         Company shall have access to the Company's Interconnection
         Facilities and Metering Devices on the Company's side of the
         Interconnection Point for the purposes of conducting
         necessary examinations, tests, calibrations, and maintenance
         of the Company's Interconnection Facilities and Metering
         Devices, provided, however, that the Company shall use its
         reasonable efforts not to disrupt or otherwise interfere with
         the normal operations of Seller.

    3.5  Seller shall annually reimburse the Company for the
         reasonable costs the Company incurs in maintaining all of the
         Company's Interconnection Facilities shown on Figure 9-1.

    3.6  For the purpose of regulating voltage, Seller shall deliver
         reactive power (VARS) to the Interconnection Point in 
         accordance with instructions from remote terminal units
         located in the Company's System Operating Office.  The
         Company could request that Seller deliver as much as 20 MVAR
         or as little as 0 MVAR to the Interconnection Point.  The
         Company will not require Seller to absorb reactive power from
         the Company at the Interconnection Point.

4.  COMPLIANCE WITH INTERCONNECTION SPECIFICATIONS AND MODIFICATIONS
    ----------------------------------------------------------------

    4.1  Seller shall comply with all reasonable Company requirements
         as to: (a) the design, installation, purchase, operation and
         maintenance of all of Seller's Interconnection Facilities
         necessary to connect the Facility to the Company's system and
         (b) the protection of the Company's system, employees and
         customers from damage or injury arising out of, or in 
         connection with, Seller's operation of Seller's
         Interconnection Facilities.

    4.2  The Company shall construct necessary facilities in a timely
         manner consistent with the construction schedule so long as
         Seller makes payments in accordance with this Agreement.

    4.3  Seller shall submit the specifications for Seller's
         Interconnection Facilities for the Company's review and shall
         thereafter submit periodic progress reports and will use its
         reasonable best efforts to notify the Company of any changes
         to such schedules in a timely manner.

    4.4  The Company shall have the right to review the specifications
         for Seller's Interconnection Facilities, including, without
         limitation, improvements, additions, modifications,
         replacements or other changes to equipment, electrical
         drawings and one-line diagrams, provided, however, that the
         Company completes its review of such specifications and
         provides comments to Seller within a reasonable time period. 
         The Company's review of 

                                 -3-

                            -203-

<PAGE>

         Seller's specifications, drawings and one-line diagrams shall
         not be construed as confirming or endorsing the design of
         Seller's Interconnection Facilities, or as a warranty of
         safety, durability or reliability thereof.

    4.5  Seller shall make payments to the Company for the Company's
         Interconnection Facilities provided by the Company as
         follows: one-half of the estimated total costs shall be due
         within thirty (30) days after the Company sends written 
         notice that it has begun engineering on the Company's
         Interconnection Facilities, and one-half of the estimated
         total costs shall be paid within ninety (90) days
         after the Company sends written notice that it has begun
         construction of the Company's Interconnection Facilities. 
         In lieu of this payment approach, the Company may grant
         Seller the option to pay for the Company's Interconnection
         Facilities pursuant to a reasonable amortization schedule
         based on the useful life of the Company's Interconnection
         Facilities.  A reconciliation between the amounts paid by
         Seller and the actual costs shall be made upon completion of
         construction.

    4.6  When Seller no longer needs the Company's Interconnection
         Facilities for which it has paid, Seller shall receive
         payment for the net salvage value of the Company's
         Interconnection Facilities dedicated to the Company's use. 
         If the Company is able to make use of these facilities to
         serve other customers, Seller shall receive the fair
         market value of the facilities determined as of the date that
         Seller decides no longer to use said facilities.  Payments
         will be made within a reasonable period.

                                 -4-

                            -204-

PAGE
<PAGE>
                             FIGURE 9-1
                                  
                      Interconnection Facilities


Figure 9-1 is a diagram of the substation and interconnecting lines
associated with the DePere Energy Center (DEC).  Three lines are
connected to the DEC - two are generator outputs from the plant (one
for Phase 1 and one for Phase 2) and one is an auxiliary feed to the
plant for station loads.  The three DEC lines each attach to a
transformer and a circuit breaker/circuit switcher prior to connecting
to the 138 KV bus.  The Company's transmission system is attached to
the 138 KV bus, through a circuit breaker, by a line to Red Maple (or
Lost Dauphin) substation and a line, noted as future, to
Ashland substation.

The points of interconnection between the Seller-owned equipment and
the Company-owned equipment are indicated as the ties to the 138 KV
bus for the three lines connected to the DEC. 

                            -205-

PAGE
<PAGE>
                            EXHIBIT 11.4

                         [BANK LETTERHEAD]

                    IRREVOCABLE LETTER OF CREDIT
                    ----------------------------



                                                            , 19   
                                             ---------------    --


Irrevocable Letter of Credit No.

Wisconsin Public Service Corporation
700 North Adams
Green Bay, WI 54307-9001

Dear Sirs:

At the request and on the instruction of our customer,               ,
                                                      ---------------
we hereby establish our irrevocable letter of credit No.
                                                         -------------
in your favor for the account of                  and authorize you to
                                 ----------------
draw on                              Bank an amount not to exceed
        ----------------------------

                      Dollars ($              ).
---------------------           --------------

Funds under this letter of credit are available to you against a sight
draft on us, which must be marked "Drawn under                         
                                               -----------------------
Bank Irrevocable Letter of Credit No.            dated              ."
                                      ----------       -------------

Each draft must be accompanied by:  (1) a written statement by your
duly authorized officer that there is then payable to you from 
DePere Energy LLC an amount of Liquidated Damages pursuant to 
Section 11.4 of the Power Purchase Agreement between DePere Energy
LLC and Wisconsin Public Service Corporation equal to the amount of
such draft; and (2) the original of this letter of credit which will
be returned to you following notation hereon by the Bank of the amount
of such draft, or, if the amount of the draft is in the full amount of
this letter of credit, the letter of credit will be retained by the
Bank.

Drafts so drawn and accompanied will be honored by this Bank if
presented to our main office in                     prior to the close
                                -------------------
of business on the expiration date.  The expiration date of this
letter of credit is                         .
                    ------------------------

Under the payment to you of any amount demanded hereunder, we shall be
fully discharged on our obligation under this letter of credit with
respect to such amount, and we shall not thereafter be

                            -206-

<PAGE>

obligated to make any further payments under this letter of credit
in respect of such amount to you or to any other person.

This letter of credit sets forth in full our understanding, and such
understanding shall not in any way be modified, amended, amplified or
limited by reference to any document, instrument or agreement referred
to herein.

This letter of credit is subject to the Uniform Customs and Practice
for Documentary Credits, 1983 Revision, ICC Publication No. 400 (the
"Uniform Customs").  This letter of credit shall be deemed to be a
contract made under the Laws of the State of Wisconsin and shall, as
to matters not governed by the Uniform Customs, be governed by and
construed in accordance with the Laws of said State.

Very truly yours,




                               BANK
------------------------------

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

Its:                                    
      -----------------------------------     

                                 -2-

                            -207-

PAGE
<PAGE>
                            EXHIBIT 12.1.2
                              (One Page)

(This exhibit is confidential.  It has been omitted and filed
separately with the SEC.)


                            -208-

PAGE
<PAGE>
                            EXHIBIT 12.1.3
                              (One Page)


(This exhibit is confidential.  It has been omitted and filed
separately with the SEC.)

                            -209-

PAGE
<PAGE>
        (WISCONSIN PUBLIC SERVICE CORPORATION LETTERHEAD)



February 18, 1997



DePere Energy LLC
c/o Polsky Energy Corporation
Edens Corporate Center
Suite 150
650 Dundee Road
Northbrook, IL 60062

Attention: President

Gentlemen:

Reference is made to that certain Power Purchase Agreement, dated
November 8, 1995 (the "Agreement"), between DePere Energy LLC
("Seller") and Wisconsin Public Service Corporation ("Company"). 
Capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Agreement.

Seller and Company hereby agree that, in the event a CPCN with respect
to the Facility is issued by the Commission, the Agreement shall be
deemed amended upon the effective date of that CPCN as follows:

1.   Section 11.4.3.2(b).  The dollar amount, "$65," in the phrase,
     -------------------
     "$65/KW as a Contract Development Deposit," in the first sentence
     of Section 11.4.3.2(b) of the Agreement, shall be deleted, and in
     its place, the dollar amount, "$10," shall be inserted.

2.   Section 11.4.3.2(c).  The dollar amount, "$50," in the phrase,
     -------------------
     "$50/KW as a Contract Performance Deposit," in the first sentence
     of Section 11.4.3.2(c) of the Agreement, shall be deleted, and in
     its place, the dollar amount, "$25," shall be inserted.  The
     penultimate sentence of Section 11.4.3.2(c) shall be amended to
     read:

          In the event at any time during the term of this Agreement
          that the level of security previously provided by Seller is
          not equal to the amount required under this paragraph,
          whether because of draws against the security from time to
          time to pay liquidated damages or otherwise, the level of
          the Letter of Credit shall be adjusted within thirty (30)
          days to provide the required level of security.

                            -210-

<PAGE>

DePere Energy LLC
February 4, 1997
Page 2




3.   Section 11.4.3.2(d).  The dollar amount,"$65," in the phrase,
     -------------------
     "$65/KW as a Phase II Contract Performance Deposit," in the 
     first sentence of Section 11.4.3.2(d) of the Agreement, shall 
     be deleted and in its place, the dollar amount, "$32.50," 
     shall be inserted.  The penultimate sentence of Section
     11.4.3.2(d) shall be amended to read the same as the 
     penultimate sentence of Section 11.4.3.2(c) as amended by
     paragraph 2 above.

4.   Exhibit 5.1.  (Exhibit 5.1 is confidential.  It has been
     omitted and filed separately with the SEC.)

Except as expressly amended by this letter agreement, all of the terms
and conditions of the Agreement shall remain in full force and effect.

All references in the Agreement to "this Agreement" shall be deemed to
refer to the Agreement as amended hereby.

The execution of this letter agreement shall not be deemed to be a
waiver of any default or event of default under the Agreement, whether
or not known to the Company and whether or not existing on the date of
this letter agreement.

This letter agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an
original and all of which counterparts, taken together, shall
constitute one and the same instrument.

Please signify your agreement to the foregoing amendments by executing
a duplicate copy of this letter and returning the same to the
undersigned.

Sincerely,

WISCONSIN PUBLIC SERVICE CORPORATION

/s/ L. L. Weyers

Larry L. Weyers
President and Chief Operating Officer 

dle

                            -211-

<PAGE>
<PAGE>
DePere Energy LLC
February 4, 1997
Page 3




Accepted and agreed this 28 day of February, 1997.
                         --

DEPERE ENERGY LLC



BY:  /s/ Michael Polsky
     ------------------
Name:
Title:  /s/ President

                            -212-

<PAGE>