Exhibit 99.2

                          UNITED STATES DISTRICT COURT

                           MIDDLE DISTRICT OF FLORIDA

                                ORLANDO DIVISION

INDIANTOWN COGENERATION, L.P.,

                  Plaintiff,

vs.                                              CASE NUMBER: 99-317-CIV-ORL-19C

FLORIDA POWER & LIGHT COMPANY,

                  Defendant.                                 JURY TRIAL DEMANDED
------------------------------------/

                            SECOND AMENDED COMPLAINT

         Plaintiff  Indiantown  Cogeneration,  L.P.  ("ICL")  files this  Second
Amended Complaint against Florida Power & Light Company ("FPL"), and alleges:

                              NATURE OF THE ACTION

          1. ICL brings this action to enforce  its rights,  as seller,  against
FPL, as  purchaser,  under an Agreement  for the  Purchase of Firm  Capacity and
Energy,  dated as of March 31, 1990, as amended pursuant to amendments effective
December  5,  1990  and  July  15,  1992  (collectively,   the  "Power  Purchase
Agreement").

          2. The Power Purchase Agreement obligated ICL to construct and operate
a  coal-fired  power  plant  (the  "Facility")  that  would  be  certified  as a
qualifying  cogeneration  facility by the Federal Energy  Regulatory  Commission
("FERC").  Cogeneration is the production of both electricity and useful thermal
outputs  (in this case,  steam)  through the  sequential  use of energy (in this
case,  coal).  ICL sells all the  electricity  generated by the Facility to FPL.
FPL, in

                                       1
<PAGE>

turn, is obligated to purchase the electrical  output from the Facility pursuant
to the terms and conditions of the Power  Purchase  Agreement.  The  generation,
purchase  and  sale of this  electricity  occurs  in the  wholesale  market  for
electricity.

          3. The  Facility  is a  Qualifying  Facility  ("QF")  under the Public
Utilities Regulatory Policies Act of 1978 ("PURPA"),  16 U.S.C. 824a et. seq. In
order to  maintain  its status as a QF, the  Facility  must  produce  electrical
energy  and  thermal  energy  (steam)  in  specified  proportions.  Steam can be
included  in the  QF  calculation  only  if it is  produced  at  the  same  time
electricity  is being  generated and from the same fuel that is used to generate
the electricity.  Maintaining QF status is extremely  valuable to ICL. The Power
Purchase Agreement requires ICL to maintain the Facility as a QF.

          4. Because of the monopoly  nature of the market for the  transmission
of  wholesale  electricity  and the  location of the  Facility in FPL's  service
territory,  the Facility must be connected to FPL's transmission system in order
to sell its  electricity  to FPL or any  other  wholesale  purchaser.  Moreover,
because the Facility is a cogeneration  facility,  it must be connected to FPL's
system to generate  both  electricity  and steam  sequentially.  This is because
electricity  generated in the form of alternating current (AC) cannot be stored.
It must be used as it is  generated.  If FPL denies its  transmission  system to
ICL, the Facility cannot generate electricity,  cannot operate as a cogenerator,
and can potentially lose its QF status.

          5. At the time the Power Purchase  Agreement was  negotiated,  ICL and
FPL both  recognized  the importance of ICL preserving the Facility's QF status.
In order to do so,  ICL  informed  FPL  that it  would be  necessary  for ICL to
maintain  some control over the  quantity of

                                       2
<PAGE>

electricity  generated in order to preserve the Facility's QF status. If ICL was
not permitted to produce at least some electricity  during the times that it was
producing  steam,  then it could  potentially  lose its QF  status.  ICL did not
anticipate  having excess margin in the amount of steam utilized for QF purposes
to allow it to shut  down if  requested  by FPL  during  the  citrus  processing
season.  These  concerns  led ICL to  negotiate to secure the right to produce a
"Minimum  Load" - 100MW - of  electricity  at all times under the Power Purchase
Agreement.

          6.  From  time to time,  all  plants  --  including  the  Facility  --
experience  a "trip,"  which means that the plant  automatically  shuts down and
disconnects  from the  transmission  system to which it is connected for a brief
period of time due to the operation of certain safety  mechanisms.  The Facility
has tripped for safety reasons on occasion in recent years. After each trip, ICL
has promptly  (within hours)  rectified any problem and readied its Facility for
reconnection to FPL's system.

         7. Before March 10, 1999, FPL's ordinary practice following a unit trip
was to  permit  ICL to  reclose  the  Facility  to FPL's  system  as soon as the
Facility was ready to go back on line. On 48 separate occasions before March 10,
1999,  when the Facility  tripped,  FPL allowed the Facility to be reclosed into
the FPL system as soon as the Facility was ready.  On four such  occasions,  FPL
had  decommitted  the  Facility  and still  promptly  permitted  the Facility to
reclose to the system after a trip.

         8. The  Facility  tripped on March 10, 1999.  Before the trip,  FPL had
requested that the Facility be "decommitted," and ICL had exercised its right to
operate, and was operating, at Minimum Load. After the Facility tripped on March
10, 1999, FPL  arbitrarily,  capriciously and

                                       3
<PAGE>

in bad faith  refused to allow the Facility to "reclose  into," i.e.,  reconnect
with,  FPL's  system in order to operate at or below the Minimum Load of 100 MW.
FPL  based  its  decision  on a new and  contrived  interpretation  of the Power
Purchase  Agreement that is inconsistent with the agreed-to  contractual  terms,
and the  parties'  reasonable  contractual  expectations  and  prior  course  of
dealing.  By refusing to permit the Facility to reconnect to FPL's  system,  FPL
improperly  deprived  ICL of the right to  continue  to operate  under the Power
Purchase Agreement.  FPL's conduct harmed ICL and, as explained below, threatens
to harm ICL  irreparably  in the future by making it impossible for the Facility
to  maintain  its QF  status  with the  consequent  loss of the  Power  Purchase
Agreement and the value of the Facility.  If ICL were to lose the  Facility's QF
status,  FPL might be able to  declare  the Power  Purchase  Agreement  to be in
default,  which would  cause  losses to ICL in excess of hundreds of millions of
dollars.

          9. ICL seeks judgment (i) declaring that FPL has breached the terms of
the Power Purchase Agreement;  (ii) preliminarily and permanently  enjoining FPL
from  violating the terms of the Power Purchase  Agreement,  by requiring FPL to
allow ICL to reconnect  to FPL's  system  following a trip and pay ICL the rates
required  by the Power  Purchase  Agreement;  (iii)  awarding  ICL  compensatory
damages, including prejudgment interest, for those compensable injuries suffered
by ICL as a result of FPL's conduct alleged herein;  (iv) awarding ICL its costs
attendant to this action;  and (v) awarding ICL such other and further relief as
is just and proper.



                                       4
<PAGE>

                                     PARTIES

          10. ICL, a limited  partnership  organized and existing under the laws
of the  State of  Delaware,  was  formed to  develop,  acquire,  own,  engineer,
construct, test and operate the Facility.

         11. The following are general  partners in ICL. Thaleia LLC, a Delaware
limited  liability  company  with  its  principal  place  of  business  in North
Carolina,  owns a 40% share in ICL.  Indiantown Project Investment  Partnership,
L.P., a Delaware  limited  partnership  with its principal  place of business in
Maryland,  owns a 19.95%  share  in ICL.  Palm  Power  Corporation,  a  Delaware
corporation  with its principal place of business in North Carolina,  owns a 10%
share in ICL.

          12. Toyan  Enterprises,  a California  corporation  with its principal
place of business in Maryland,  is a limited  partner and owns a 30.05% share in
ICL.

         13.  Defendant FPL is an investor owned utility  corporation  organized
and existing under the laws of the State of Florida, with its principal place of
business in Florida.  Its service territory covers South Florida and the eastern
seaboard of Florida, including portions of the Middle District of Florida.

                             JURISDICTION AND VENUE

          14.  The  amount  in  controversy  exceeds  $75,000.00,  exclusive  of
interest and costs.

          15. This Court has jurisdiction over the subject matter of this action
pursuant  to 28  U.S.C.ss.ss.1332  (diversity  of  citizenship),  2201  and 2202
(declaratory judgment).

                                       5
<PAGE>


          16.   Venue   is   proper   in   this   district    pursuant   to   28
U.S.C.ss.ss.1391(a)(1) and (c) since FPL resides within this district.

                               FACTUAL BACKGROUND

          17. The Facility is a  cogeneration  resource,  i.e., it  sequentially
produces (i) electric capacity and energy, which are sold to FPL pursuant to the
Power Purchase  Agreement;  and (ii) steam, which is sold to Caulkins Indiantown
Citrus Company ("Caulkins"), a wholesale citrus juice processor which uses steam
in its fruit processing  operations,  pursuant to an Energy Services  Agreement,
dated as of September 8, 1992, as amended.  FPL is the Facility's sole purchaser
of electric  generating  capacity and energy, and Caulkins is its sole purchaser
of steam.

          18. ICL built the Facility  after it had negotiated the Power Purchase
Agreement  with FPL. ICL's decision to build the Facility was in reliance on the
promises FPL made in the Power Purchase Agreement.

          QF Status

          19. The Facility has been certified as a QF by FERC.

          20. PURPA exempts QFs from certain  provisions  of the Public  Utility
Holding Company Act of 1935, as amended ("PUHCA"),  15 U.S.C. 79z et. seq., most
provisions of the Federal  Power Act (the "FPA"),  16 U.S.C.  791 et. seq.,  and
certain rate and  financial  regulation  under state law.

          21. The Facility must satisfy  certain  requirements  specified in the
regulations  promulgated  by the FERC in order to  maintain  its QF status.

                                       6
<PAGE>

          22.   Specifically,   the  Facility  must  sequentially  produce  both
electricity and steam for non-mechanical or non-electrical  uses, with the steam
being  produced in such  proportions  to the total useful energy output that the
annual useful steam energy output is not less than 5% of the total annual useful
power and steam output. 18 C.F.R. 292.205.

         23.   Caulkins   operates   seasonally   from  November   through  May.
Consequently,  in order to maintain its QF status,  ICL must deliver  sufficient
steam to Caulkins during this limited season to achieve the 5% ratio of steam to
total energy  output on an annual  basis (the "QF  ratio").  As the parties were
well aware when the Power Purchase Agreement was negotiated, Caulkins' operating
season occurs when Florida's electric usage is lowest. Because Caulkins does not
operate when electric demand is highest in Florida (i.e. the summer months), ICL
specifically  sought and obtained the right to operate at or below  Minimum Load
as a means of preserving its QF status.

         24. The amount of steam Caulkins purchases in a normal operating season
is sufficient to maintain the Facility's QF status. This steam, however, must be
sequentially  produced  with  electricity  in  order to count  for  purposes  of
calculating the QF ratio. Caulkins does not, however,  purchase sufficient steam
to provide a significant protective cushion for the Facility that would allow it
to refrain from electrical  generation  during any  significant  period of steam
supply.  Accordingly,  it is  critical  to the  Facility's  QF  status  that the
Facility  provide QF- qualified  steam (that steam produced  while  sequentially
generating electricity) to Caulkins at all times during the fruit season without
significant interruption.

                                       7
<PAGE>


          25. In normal  operations,  the  Facility  supplies  steam to Caulkins
sequentially  with the generation of  electricity  for FPL. That is, steam which
has  been  used to  drive  the  Facility's  turbine  generator  is  subsequently
delivered to Caulkins.  Such steam is appropriately accounted for in calculating
the Facility's QF ratio.

          26.  When  the  Facility  is not  generating  electricity,  ICL  still
supplies steam to Caulkins through use of a natural gas auxiliary boiler system.
Such  non-sequential  steam,  however,  may not be  counted in  calculating  the
Facility's QF ratio.

          27.  In order to  maintain  the  Facility's  QF  status,  then,  it is
critical that ICL be able to produce both electricity and steam at virtually all
times, during periods when Caulkins demands steam,  regardless of FPL's economic
considerations. If ICL is unable to produce electricity during those periods, it
will be unable to credit the steam provided to Caulkins toward its QF ratio.

          The Contract Negotiations

          28.  Recognizing  these  critical  facts relating to the Facility's QF
status,  FPL and ICL negotiated  provisions of the Power Purchase Agreement that
are  specifically  intended to preserve ICL's ability to maintain QF status even
at times  when FPL does not  request  electricity  from the  Facility.  This was
accomplished  by permitting ICL to operate the Facility at or below Minimum Load
at all times,  with two rare exceptions where such operation would impair safety
or reliability.



                                       8
<PAGE>

          29. The negotiation of the Power Purchase  Agreement  proceeded in two
rounds. The first round took place in 1989. The second round took place in early
1990.  The structure and some of the  provisions in the contract  drafts changed
between  the  first  and  second  rounds  of the  negotiations.  Throughout  the
negotiations, FPL wished to obtain rights to dispatch the Facility - that is, to
control the electrical output of the Facility. ICL wished, on the other hand, to
ensure that it could, in its sole discretion,  produce at least some electricity
(and  steam)  as a means of  preserving  the  Facility's  QF  status.  While FPL
obtained  some right to dispatch the  Facility,  ICL prevailed in both rounds of
the  contract  negotiations,  and its  position  that it would have the right to
produce some electricity was reflected in the final contract.

          The First Round of Negotiations

          30. The initial  draft of the Power  Purchase  Agreement  in the first
round of  negotiations  did not  contain  provisions  regarding  FPL's  right to
dispatch the Facility.  On October 10, 1989, FPL circulated the first draft that
contained dispatch provisions.  In Section 11.1 of this draft, FPL proposed that
it have the right to dispatch power "in any manner which it deemed appropriate."
There was no limitation in that draft on FPL's ability to dispatch the Facility.
In other  words,  under that draft,  FPL might be able to shut down the facility
completely and demand no electricity at all, at any time, for any reason.

          31.  ICL   negotiators   refused  to  accept  the  proposed   dispatch
provisions.  In an October 12, 1989 meeting between ICL and FPL, the negotiators
introduced the concept of "Minimum  Load" - the load of electrical  energy below
which  FPL could not  dispatch  the  facility.  Language  giving  effect to this
concept  was  incorporated  into the next  draft  that was  circulated.

                                       9
<PAGE>

In that  October 20, 1989 draft,  an  amendment  to the  dispatch  provisions  -
Section  11.1(a) - stated that ICL "in its sole  discretion"  could  operate the
facility "below Minimum Load," or 100 MW.

          32.  On  October  26 and 27,  1989,  ICL and FPL  negotiators  met and
reached a handshake agreement on a power purchase  agreement.

          33.  Following the October 1989  meetings,  ICL and FPL worked on open
issues and  targeted  November for signing the  contract.  The November 13, 1989
draft (the last  draft that was  circulated  during  the first  round)  contains
limitations on FPL's  dispatch  rights.  Specifically,  Section 11.1 stated that
"FPL shall have the right to dispatch real and reactive power delivered from the
Facility to its system in any manner which it deems appropriate, except that FPL
may not dispatch  below  Minimum Load or above  Committed  Capacity."  (emphasis
added).  Section 11.2 of that draft confirmed that "ICL, in its sole discretion,
may operate the Facility up to the Minimum Load."

          The Second Round of Negotiations

          34. FPL declined to sign the power  purchase  agreement  that had been
the subject of the handshake  agreement.  In late 1989,  FPL introduced a second
group of  negotiators,  and the parties  began the second round of  negotiations
with a new draft.

          35. In the second round of negotiations,  ICL continued to insist that
it have the right to produce some electricity (up to Minimum Load) at all times.

          36. FPL circulated the first draft of the second round of negotiations
on January 18, 1990. In that draft, FPL made  significant  changes to the energy
purchasing and dispatch

                                       10
<PAGE>


provisions. In Section 6.3 of the draft, FPL included language that FPL would be
under no  obligation  to  purchase  energy  "at  those  times as  determined  by
Dispatch"  pursuant  to  Article  13.0 (the  article on  dispatch);  FPL did not
include language requiring FPL to "resume normal acceptance of Energy as quickly
as possible" after an interruption.  At the same time, Section 13.7 of the draft
did not permit ICL to operate the facility at or below Minimum Load "in its sole
discretion"  (as  was  the  case  at  the  completion  of  the  first  round  of
negotiations), but instead only "with FPL's approval."

          37. ICL negotiators  quickly rejected these changes.  In a January 26,
1990 mark-up of that draft, ICL negotiators eliminated the requirement of "FPL's
approval"from  the  provision  allowing  ICL to operate the Facility at or below
Minimum Load in Section 13.7.

          38. On February 9, 1990, ICL and FPL  negotiators met to discuss FPL's
January  18th draft and ICL's  January  26th  mark-up.  In that  meeting,  ICL's
negotiators stated that they would draft a revised version of Section 13.7.

         39. The next draft,  dated February 16, 1990,  included changes to both
Sections 6.3 and 13.7.  Section 6.3 included language  requiring that "FPL shall
resume  normal  acceptance  of  Energy  as  quickly  as  practicable"  after  an
interruption if the reason for the interruption  concerned the safe and reliable
operation  of the system.  Section 13.7 of this draft  preserved  ICL's right to
produce electricity at or below Minimum Load "in its sole discretion."

         40. These changes put the relative  rights of the parties in a position
very  similar  to  the  position  at  the  conclusion  of  the  first  round  of
negotiations.  FPL would not be obligated to purchase  any  electricity  if such
purchases would affect the safety of FPL's system,  endanger life

                                       11
<PAGE>

or  property  or  create a  significant  service  disruption.  If  service  were
interrupted,   FPL  would  be  required  to  resume  its  purchase  as  soon  as
practicable. FPL could dispatch the facility down to 100 MW, but if FPL demanded
less than 100MW, then ICL at its sole discretion could continue to operate at or
below the 100 MW Minimum Load to protect is QF status.

          41. In a March 8,  1990  draft,  FPL  attempted  again to limit  ICL's
rights to  produce  electricity  at or below  Minimum  Load.  FPL  inserted  the
condition  that "unless FPL notifies ICL that  purchases  from ICL at that time,
due to  operational  circumstances,  will result in costs greater than those FPL
would  incur if FPL did not receive  Energy from the  Facility . . . ICL may, at
its sole discretion,  . . . continue to operate the Facility at or below Minimum
Load . . ." This new  condition  would  have  allowed  FPL to  prevent  ICL from
operating the Facility at or below Minimum Load for certain economic reasons.

          42. In the next series of meetings,  ICL  negotiators  rejected  FPL's
proposed economic  condition on ICL's right to operate at or below Minimum Load.
Then, in a follow-up  conference  call,  ICL  negotiators  recognized  that they
needed to redraft Section 13.7.

          43. A March 28, 1990 draft  removed the economic  limitation  on ICL's
sole  discretion to operate at or below  Minimum Load. In return,  ICL agreed to
accept a lower  rate for  energy  it  delivered  up to the  Minimum  Load of the
Facility when ICL exercised  its  discretion to override an FPL decommit  order.
The only  limitation on ICL's  discretion was if operation of the Facility would
affect  the  safety of FPL's  system,  endanger  life or  property,  or create a
significant service disruption under Section 6.3.


                                       12
<PAGE>

          The Final Contract

          44. The parties  executed  the final Power  Purchase  Agreement in May
1990. Pursuant to Section 6.2 of the Power Purchase Agreement,  FPL is obligated
(with certain  exceptions not pertinent  here) to purchase  electric  generating
capacity  made  available  to  it  and  associated  energy  from  the  Facility.
Consistent  with this provision,  at all relevant  times,  ICL has fulfilled its
obligations under the Power Purchase  Agreement by remaining ready,  willing and
able to provide the Facility's electric generating capacity and energy to FPL.

          45.  Pursuant  to Section 8 of the Power  Purchase  Agreement,  FPL is
required to pay ICL (i) monthly  capacity  payments  for  electrical  generating
capacity made  available to FPL,  regardless of the amount of electrical  energy
actually purchased, and (ii) energy payments based upon the amount of electrical
energy  actually  delivered.  Payments  from FPL pursuant to the Power  Purchase
Agreement  account  for the  vast  majority  of the  revenues  generated  by the
Facility.

          46. Under Section 2 of the Power Purchase  Agreement,  the Facility is
required  to  maintain  its QF  status  under  federal  law and its  "qualifying
cogenerator" status under Florida law, specifically  regulations  promulgated by
the Florida Public Service Commission.

          47. Section 13.6 contains provisions relating to FPL's right to accept
or decline  electricity  from ICL.  Specifically,  this section  provides  that,
"[c]onsistent  with Section 13.7,  FPL shall have Dispatch and Control Rights to
commit and decommit  the  Facility  and to control the real and  reactive  power
delivered  from the  Facility  to FPL's  system  in any  manner  which FPL deems
appropriate,  subject to FPL's  Operating  Limits." FPL's  Operating  Limits are
defined in

                                       13
<PAGE>

Section 1.30 to be "certain operating capabilities of the Facility that shall be
available to FPL pursuant to" the Power Purchase  Agreement.  The limits include
"(v) minimum operating  capability while under Automatic Generation Control: 100
MW; (vi) minimum operating capability while under manual generation control: 100
MW."

         48. Section 13.6 further states that  "[c]ontrol of Capacity and Energy
shall be ICL's responsibility except during any Dispatch Hour." Moreover,  Under
Section 13.6,  FPL "shall not reduce the real power output of the Facility below
the Minimum Load without decommitting the Facility." (emphasis supplied).  Under
Section 13.6,  then,  FPL may not dispatch the Facility below Minimum Load while
the Facility is "committed." Control of Capacity and Energy at any time when the
Facility is not operating  above the Minimum Load is ICL's  responsibility.  The
Power Purchase  Agreement  defines  Minimum Load as "100 MW  (megawatts)  net of
internal electrical requirements."

          49. The parties further expressly limited FPL's ability to dispatch or
decommit the Facility in Section  13.7.  Specifically,  Section 13.7 provides in
its entirety:


                  For  purposes  of  exercising  certain  Dispatch  and  Control
                  Rights,  FPL agrees that the minimum notice for shutdown shall
                  be eight hours and the minimum run time  between  start-up and
                  shutdown shall be eight hours. FPL may request ICL to decommit
                  the Facility, provided that such request will not exceed FPL's
                  Operating  Limits.  Unless FPL notifies ICL that the purchases
                  from  ICL  at  that   time   shall  be   interrupted   due  to
                  circumstances  specified in Section  6.3(i) and (ii),  SALE OF
                  ENERGY AND CAPACITY BY ICL,  ICL may, at its sole  discretion,
                  continue to operate the Facility at or below  Minimum Load and
                  deliver  Energy to FPL.  However,  any hour or part of an hour
                  that ICL elects to  continue to operate  the  Facility  rather
                  than  decommit the Facility as requested by FPL,  shall not be
                  considered a Dispatch Hour.  Once FPL requests the Facility to
                  again produce  generation

                                       14
<PAGE>

                    above the Minimum  Load,  the first hour  subsequent to such
                    request shall be a Dispatch Hour.

(Emphasis supplied).

         50.  Notably,  pursuant to Section 13.7, the only  circumstances  under
which FPL may dispatch or decommit  the  Facility  below the 100 MW Minimum Load
over ICL's  objection are specified in Section  6.3(i) and (ii).  Section 6.3(i)
and (ii) provides:

                  FPL  shall  not be  obligated  to  purchase,  and may  require
                  interrupted or reduced  deliveries of, Energy(i) to the extent
                  FPL  determines  it to be  necessary  for  safe  and  reliable
                  operation and  maintenance of any part of FPL's system (ii) if
                  FPL   determines   that  a  failure  to  interrupt  or  reduce
                  deliveries  of energy is likely to endanger  life or property,
                  or it  is  likely  to  result  in  significant  disruption  of
                  electric services to FPL's customers . . . .

(Emphasis  supplied).  Thus,  under Section 13.7,  ICL has the option to provide
anywhere  between  zero and 100 MW of energy to FPL,  albeit at  reduced  energy
rates,  during time periods that FPL might not otherwise  request  energy output
from the ICL Facility.  The only  limitations on ICL's rights involve safety and
system  reliability  for  FPL.  Nothing  in  Sections  6.3 (i) and  (ii) or 13.7
provides  FPL with a right to refuse to reconnect  the Facility  into its system
for economic reasons following a trip.  Instead,  these provisions allow ICL the
discretion to operate the Facility at up to Minimum Load so that it sufficiently
cogenerates  electricity and steam. In fact, the parties considered and rejected
the idea of  conditioning  ICL's right to produce Minimum Load on FPL's economic
considerations.

         51. Under  Sections  1.30,  1.40,  6.2, 6.3, 13.6 and 13.7 of the Power
Purchase Agreement, then, ICL is guaranteed the right to produce and sell to FPL
up to 100 MW of  electrical  energy at all times,  except in certain  situations
where doing so would threaten safety or

                                       15
<PAGE>

reliability. The Facility may produce no electricity at all, 100 MW, or anywhere
in between.  If ICL chooses to have the Facility  produce no  electricity it may
later decide,  even though still  decommitted,  to have the Facility produce 100
MW.  These  rights are  independent  of whether the Facility has tripped and are
independent  of FPL's demands for  electricity  or FPL's actions in  committing,
decommitting, or dispatching the Facility.

         52. Section 13.3 of the Power Purchase  Agreement sets forth provisions
relating  to  reconnection  of  the  Facility  following  a  trip.  The  parties
negotiated  these  provisions  to ensure  the safe and secure  operation  of the
Facility and its  interaction  with FPL's system.  In  particular,  Section 13.3
provides in its entirety:

                  If the  Facility  is  separated  from the FPL  system  for any
                  reason,  under no  circumstances  shall ICL reclose into FPL's
                  system without first  obtaining  FPL's specific  approval,  as
                  determined by the Operating Representatives.

An Operating  Representative  acts in "matters  pertaining to detailed operating
arrangements  for the delivery of Capacity and Energy" (1.47).  Absent agreement
of the  parties,  the  Operating  Representatives'  duties are  limited to those
specifically  identified in the Agreement plus  coordinating  outage  schedules,
establishing  control and operating procedures and providing a list of Operating
Representatives (ss. 13.2). Nowhere does the Agreement  specifically provide the
Operating  Representatives  the right to control the output of the  Facility for
economic  reasons.  To provide for the safe and secure operation of the Facility
and its  interaction  with  FPL's  system,  the  Facility  cannot  automatically
reconnect  into FPL's system after it trips.  The  Facility  must receive  FPL's
consent  from the  Operating  Representatives  to  reconnect  to avoid safety or
system

                                       16

<PAGE>

reliability  problems  that might result if ICL were to inject its power
into FPL's grid at an inopportune moment.

          53.  Section 13.3 of the Power  Purchase  Agreement  does not override
FPL's  obligation  to  purchase  up to Minimum  Load.  Nothing  in Section  13.3
provides FPL with a right to refuse to permit the Facility to reconnect into its
system for economic  reasons,  or for any reasons other than those  specified in
Section  6.3,  following a trip.  Instead,  Section 6.3  requires  FPL to resume
acceptance of electricity after an interruption "as quickly as practicable".

          54. On March 21,  1991 and  November  23,  1992,  the  Florida  Public
Service Commission (the "FPSC") approved the Power Purchase  Agreement,  finding
that the cost of electricity  to be provided by the Facility is reasonable  when
compared to the viable  alternatives to meet FPL's need for electricity and that
the Facility  was the most cost  effective  alternative  available to meet FPL's
need for firm capacity and energy.

          FPL's Refusal to Allow the Facility to Reclose into FPL's System

          55. On March 10, 1999,  the Facility  "tripped,"  i.e.,  automatically
ceased  providing  electricity  to FPL due to the  operation  of certain  safety
mechanisms. Prior to the trip, FPL had ordered the Facility to decommit, and ICL
had been  exercising  its  discretion  to have the Facility  continue to produce
electricity up to the Minimum Load, and produce steam for delivery to Caulkins.

         56. ICL quickly corrected the problem that led to the "trip" and sought
to  reclose  into  FPL's  system and resume  operations  at Minimum  Load.  FPL,
however, refused to allow the Facility to reclose into its system. FPL based its
decision on a new and contrived  interpretation

                                       17
<PAGE>

of the Power Purchase Agreement.  Namely,  purporting to rely upon Sections 1.21
and 13.6 of the Power Purchase  Agreement,  FPL insisted that upon a trip of the
Facility, FPL has the sole and absolute discretion to determine whether and when
to reconnect the Facility.1  FPL also  maintained  that it was not  economically
beneficial  for FPL to reconnect  the Facility into its system and that it would
not do so until or unless it determined  that this condition was satisfied.  FPL
did not permit the Facility to reconnect to the FPL system until March 28, 1999.

         57. During the time when the Facility was  disconnected,  FPL suggested
that it would  consider  permitting  ICL to reconnect  the Facility if ICL would
accept lower energy rates for the  electricity  than would otherwise be the case
under the Power Purchase Agreement.

          58.  After  the  trip  at  issue,   FPL  sent  ICL  a  memo  regarding
"Dispatch/Decommit Hours." For March 10, 1999, FPL stated: "Decommit Requested."

          59.  FPL's  refusal to reconnect  the Facility  into its system and to
accept  delivery  of  electricity  up to the 100 MW  Minimum  Load after FPL had
requested  the  Facility  be  decommitted,  constitutes  a breach of the express
language of Sections 6.3 and 13.7 of the Power Purchase  Agreement.  Under these
provisions,  FPL had no right to refuse to reconnect the Facility or to deny ICL
the right to  continue  to operate up to the 100 MW  Minimum  Load for  economic
reasons.  FPL's conduct also constituted an unequivocal and wrongful repudiation
of its obligations under the Power Purchase Agreement.
[FN]

_____________________
1 Section 1.21 of the Power  Purchase  Agreement  defines the term "Dispatch and
Control Rights".  Notably,  the definition expressly subjects FPL's Dispatch and
Control  Rights to the provisions of Section 13.0,  including  Section 13.7. The
Power  Purchase  Agreement also states that FPL's rights exist only within FPL's
Operating  Limits,  which are defined as being above 100 MW.  Section 1.30.

</FN>


                                       18
<PAGE>

          60. FPL's  conduct  constitutes  a breach of Section 13.6 of the Power
Purchase  Agreement.  Under that  section,  ICL is to control the  Capacity  and
Energy of the Facility except during any Dispatch Hour.  Because ICL had elected
to produce up to Minimum Load before the trip on March 10, 1999,  and was at the
time of the trip operating at Minimum Load, the hours immediately  preceding the
trip and  immediately  thereafter  until FPL  "requests  the  Facility  to again
produce  generation above the Minimum Load" were not Dispatch Hours. By refusing
to permit ICL to reconnect to its system,  FPL  effectively  deprived ICL of its
right to control the Capacity and Energy of the Facility during hours other than
a Dispatch Hour under Section 13.6.

          61.  FPL's  conduct  constitutes  a breach of its implied duty of good
faith, fair dealing and commercial  reasonableness  with respect to Section 13.3
of the Power Purchase  Agreement.  To the extent that this provision  grants FPL
discretion to regulate  reconnection of the Facility into its system following a
trip,  FPL has an  obligation to exercise that  discretion  reasonably  and with
proper motive. FPL, however, exercised that discretion arbitrarily, capriciously
and in a manner inconsistent with the parties' reasonable contract expectations.

          62. Indeed, FPL engaged in the  above-mentioned  conduct to coerce ICL
into  renegotiating  the Power  Purchase  Agreement  and/or  for the  purpose of
precipitating a breach of ICL's obligation to maintain the Facility's QF status.
As  described  above,  the  Facility's  ability to  maintain  its QF status,  as
required by the Power  Purchase  Agreement,  depends upon its ability to supply,
without  interruption,  sequentially  produced steam and electricity.  In a 1995
document,  FPL recognized that its claimed right to refuse  reconnection  "could
threaten ICL's ability to maintain QF status, which is a contract  requirement."
FPL further  recognized that a possible loss

                                       19
<PAGE>

of QF status  and  consequent  breach of  contract  are  "exacerbated  by" FPL's
claimed right to refuse reconnection.

          63.  FPL's  refusal to reconnect  the Facility  into its system and to
accept delivery of the 100 MW Minimum Load,  together with its new and contrived
interpretation of the Power Purchase Agreement,  create an immediate danger that
ICL will be irreparably harmed by loss of the Facility's QF status. Indeed, this
appears to be FPL's  motive in  adopting  this new  interpretation  of the Power
Purchase Agreement. Whenever the Facility trips in the future - an event that is
bound to occur - FPL may indefinitely try to prevent the Facility from reclosing
into its system and, thus, destroy the Facility's QF status.2 This will have two
irreparable  consequences  for ICL. First,  loss of QF status and termination of
the Power  Purchase  Agreement  constitute  an event of default under ICL's loan
agreements  relating to its (i) $125 million loan from Martin County  Industrial
Development Authority and (ii) its $500 million First Mortgage Bonds.  Secondly,
such a failure could provide FPL with a pretext to terminate the Power  Purchase
Agreement. Without the Power Purchase Agreement, the Facility cannot service its
debt and will become insolvent.


                                     COUNT I

                               Breach of Contract

          64. ICL realleges and incorporates paragraphs 1 through 63.
[FN]

_______________________
2 On March 19, 1999,  ICL filed its Complaint,  alleging  claims against FPL for
breach of contract,  anticipatory repudiation, breach of the implied covenant of
good  faith,  fair  dealing  and  commercial  reasonableness,   and  declaratory
judgment.  Following the filing of ICL's Complaint,  FPL allowed the Facility to
reconnect  into its system.  FPL,  however,  continues  to assert its  contrived
construction  of the Power Purchase  Agreement in derogation of the  agreement's
express and implied terms and the parties' original intent.
</FN>

                                       20

<PAGE>

          65. ICL expended  considerable sums in reasonable  reliance upon FPL's
express promises and good faith in entering into the Power Purchase Agreement.

         66 Under the  express  terms of the Power  Purchase  Agreement,  FPL is
obligated to purchase electricity from ICL through December 1, 2025.

         67 Under  the  express  terms of  Section  13.7 of the  Power  Purchase
Agreement, FPL is required to purchase, in ICL's "sole discretion," up to 100 MW
Minimum Load of electricity from the Facility,  even during periods when FPL has
determined to dispatch or decommit the Facility.

         68 On March 10, 1999,  FPL had issued a decommit order to the Facility.
ICL chose to continue to operate the  facility up to Minimum  Load at that time,
as was its right under Section 13.7 of the Power  Purchase  Agreement.  When the
Facility  tripped on March 10,  1999,  FPL had  requested  ICL to  decommit  the
Facility.  The  hours  immediately  preceding  the  trip as  well  as the  hours
immediately after the trip were not Dispatch Hours.

         69 FPL's refusal to allow the Facility to reconnect to FPL's system and
its  refusal to  purchase up to 100 MW of  electricity  constitutes  a breach of
FPL's express  obligations under the Power Purchase  Agreement,  including under
Sections 1.30, 1.40, 6.2, 6.3, 13.6 and 13.7.

         70 FPL's refusal to allow the Facility to reconnect to FPL's system and
its refusal to purchase up to 100 MW of electricity  constitutes a breach of the
Power  Purchase  Agreement's  implied  covenant of good faith,  fair dealing and
commercial reasonableness.

         71 The  right  to  produce  up to  Minimum  Load  at all  times  was an
important  right  to ICL  under  the  Power  Purchase  Agreement.  The  parties'
reasonable expectations were that FPL would not be permitted under Sections 6.2,
13.3, 13.6 or 13.7  arbitrarily and  unilaterally to

                                       21
<PAGE>

deprive ICL of the right to continue to operate up to Minimum Load,  and thereby
of its ability to preserve the Facility's QF status.

          72 The  implied  covenant  requires  FPL to do that  which  the  Power
Purchase Agreement presupposed would be done to accomplish its basic purpose and
to refrain from conduct that would  undermine that purpose or deprive ICL of the
essential  benefits for which it bargained.  The implied  covenant also requires
FPL to exercise  any  discretion  vested in it by the Power  Purchase  Agreement
reasonably  and  with  proper  motive,  and not in a manner  that is  arbitrary,
capricious   or   inconsistent   with  the   parties'   reasonable   contractual
expectations.

          73 FPL  breached  the  implied  covenant by  exercising  discretionary
authority under Section 13.3 of the Power Purchase Agreement - a provision which
was intended only to address  technical  operating issues so as to assure safety
and system security,  by requiring the Facility to request FPL's approval before
reconnecting  into FPL's system - to arbitrarily,  capriciously and in bad faith
refuse  reconnection  of the  Facility.  FPL did not take  this  action  for any
legitimate  purpose,  but to  undermine  the Power  Purchase  Agreement's  basic
purpose,  frustrate  ICL's  ability to perform its  obligations  under the Power
Purchase Agreement, and deprive ICL of its reasonable contractual expectations.

          74 More  specifically,  FPL took this  action to  wrongfully  coerce a
renegotiation  or  termination of the Power  Purchase  Agreement  and,  thereby,
abrogate its obligations under the Power Purchase Agreement.  FPL also sought to
give powers to its Operating Representatives to make economic decisions that the
Operating  Representatives did not have under the Power Purchase Agreement. Upon
information   and  belief,   this   conduct  -  together   with  FPL's   current

                                       22
<PAGE>

interpretation  of the Power  Purchase  Agreement - is part of FPL's strategy to
unilaterally  reduce the cost of purchased power  throughout its system,  and is
not a good faith interpretation or performance of the agreement.

          75 ICL has  fully and  completely  complied  with all its  obligations
under the Power Purchase  Agreement.

          76 FPL's breach of its  obligations to ICL has  significantly  damaged
ICL and threatens to significantly  and irreparably harm ICL with the intent and
effect by making it  impossible  for the Facility to maintain its QF status with
the consequent loss of the value of the Facility.

          WHEREFORE,  Plaintiff ICL demands judgment  against  Defendant FPL for
damages,  interest,  and the costs of this action,  and such other relief as the
Court deems just and equitable.

                                    COUNT II

                            Anticipatory Repudiation

          77 ICL realleges and incorporates paragraphs 1 through 76.

          78 FPL's  refusal to allow the Facility to  reconnect  into its system
and its  refusal to purchase  electricity  from ICL,  together  with its new and
contrived  interpretation of the Power Purchase Agreement,  constitute a blatant
attempt to  frustrate  ICL's  ability to maintain  its QF status  and,  thereby,
create a pretext for FPL to terminate the Power Purchase Agreement. Such

                                       23
<PAGE>

conduct  constitutes an anticipatory,  wholesale and unequivocal  repudiation of
FPL's obligations under the Power Purchase Agreement.

          79 ICL is and at all relevant times has been ready willing and able to
perform as required under the Power Purchase Agreement.

          80  FPL's  anticipatory  repudiation  of its  obligations  to ICL  has
significantly  damaged ICL and threatens to  significantly  and irreparably harm
ICL by making it impossible  for the Facility to maintain its QF status with the
consequent loss of the value of the Facility.

          WHEREFORE,  Plaintiff ICL demands judgment  against  Defendant FPL for
damages,  interest,  and the costs of this action,  and such other relief as the
Court deems just and equitable.

                                    COUNT III

                              Declaratory Judgment

          81 ICL realleges and incorporates paragraphs 1 through 80.

          82 For all of the  above-mentioned  reasons,  there  exists an actual,
substantial  and  immediate  controversy  within the Court's  jurisdiction,  the
controversy  is the  result  of  FPL's  conduct  and  this  controversy  will be
redressed  by a favorable  judicial  decision.  The Court,  thus,  may  properly
declare the rights and other legal  relations of the parties to this action with
respect to ICL's claims.

                           WHEREFORE, ICL demands judgement:

                                       24
<PAGE>


          A. declaring  that FPL has breached the Power  Purchase  Agreement and
the   implied   covenant  of  good  faith  and  fair   dealing  and   commercial
reasonableness  attendant  thereto;

          B.  declaring  that FPL is required  under  Section  13.3 of the Power
Purchase  Agreement  to permit  ICL's  Facility to  reconnect to the FPL system,
except under conditions in which reconnection  would demonstrably  impair safety
and system security;

          C.  declaring  that FPL is  required  to  purchase  output  of up to a
Minimum  Load  of  100  MW of  electricity  from  the  Facility  in  ICL's  sole
discretion,  under  the  financial  terms of  Section  8 of the  Power  Purchase
Agreement  governing  the basis for payments by FPL;

          D.  preliminarily,  pending  final  resolution  of  this  action  and,
thereafter,  permanently  enjoining  FPL and its  agents,  officers,  employees,
agents and all persons  acting in concert  with it from  further  breaching  the
terms of the Power Purchase  Agreement;

          E. awarding ICL compensatory damages,  including prejudgment interest,
for those  compensable  injuries it has  suffered due to FPL's  conduct  alleged
herein;

          F. awarding ICL its costs incurred herein;  and

          G. awarding such other and further relief as may be just and proper.







                                       25
<PAGE>


                                   JURY DEMAND

          Plaintiff  hereby  demands  trial by jury  pursuant to Federal Rule of
Civil Procedure 38(b).


                                        -----------------------------------
                                        Gregory A. Presnell, Esquire
                                        Florida Bar Number: 100525
                                        Gregory J. Kelly, Esquire
                                        Florida Bar Number: 780154
                                        Erik E. Hawks, Esquire
                                        Florida Bar Number: 0059188
                                        AKERMAN, SENTERFITT & EIDSON, P.A.
                                        255 South Orange Avenue
                                        Citrus Center - 10th Floor
                                        Post Office Box 231
                                        Orlando, Florida 32802
                                        Telephone: (407) 843-7860
                                        Facsimile: (407) 843-6610

                                        and

                                        John A. DeVault, III, Esquire
                                        Florida Bar No. 10379
                                        BEDELL, DITTMAR, DEVAULT, PILLANS & COXE
                                        The Bedell Building
                                        101 East Adams Street
                                        Jacksonville, FL 32202
                                        Telephone: (904) 353-0211
                                        Facsimile: (904) 353-9307

                                        and

                                        Jeffrey A. Rosen, Esquire
                                        Gerald F. Masoudi, Esquire
                                        Mark E. McKane, Esquire
                                        KIRKLAND & ELLIS
                                        655 Fifteenth Street, N.W.
                                        Suite 1200
                                        Washington, DC 20005
                                        Telephone: (202) 879-5000
                                        Facsimile: (202) 879-5200
                                        Attorneys for Plaintiff Indiantown
                                         Cogeneration, L.P.

                                       26
<PAGE>


                             CERTIFICATE OF SERVICE

          I HEREBY  CERTIFY  that a true and correct copy of the  foregoing  has
been  furnished  by U.S.  Mail to:  Karen C. Dyer,  Esquire,  Boies &  Schiller,
L.L.P., 390 North Orange Avenue,  Suite 1890, Orlando,  Florida 32801,  this____
day of March, 2000.


                                           -----------------------------------
                                           Gregory J. Kelly, Esquire