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 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.

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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

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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

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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.
</FONT></P>

         

          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.

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                                     PARTIES

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).

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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.

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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.

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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.

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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.

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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 provisions.

10

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." </FONT></P>

         

          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

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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.

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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

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

(Emphasis supplied).

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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

16

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

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.

__________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.

18

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

19

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.

__________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.

20

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 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.

21

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

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

23

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.

24

WHEREFORE, ICL demands judgement:

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

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

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`