<PAGE>   1
                                                                   EXHIBIT 10.29





                          INTALCO ALUMINUM CORPORATION

                                       AND

                                BRITISH COLUMBIA

                           POWER EXCHANGE CORPORATION

                              POWER SALE AGREEMENT

                                      1995







CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR ALL MARKED PORTIONS CONTAINED
HEREIN.  SUCH PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>   2


                                TABLE OF CONTENTS
                                -----------------


<TABLE>
<S>                                                                                                              <C>
1.       DEFINITIONS..............................................................................................1

2.       TERM.....................................................................................................4

3.       POWER SALE...............................................................................................4

4.       NON-FIRM POWER OPTION....................................................................................6

5.       INTEGRATED RESOURCES.....................................................................................8

6.       SCHEDULING...............................................................................................8

7.       LOAD CONTROL AREA SERVICES..............................................................................10

*        *                .......................................................................................12

9.       POINT OF DELIVERY.......................................................................................14

10.      TRANSMISSION REQUIREMENTS...............................................................................15

11.      PAYMENTS................................................................................................17

12.      FORCE MAJEURE...........................................................................................22

13.      CURTAILMENTS............................................................................................24

14.      REMARKETING OPTION......................................................................................24

15.      AUTHORIZED REPRESENTATIVE...............................................................................26

16.      ARBITRATION.............................................................................................26

17.      ASSIGNMENT OF AGREEMENT AND MERGER......................................................................29

18.      NOTICES.................................................................................................29

19.      APPROVALS...............................................................................................30

20.      LIABILITY FOR BREACH....................................................................................31

21.      EVENTS OF DEFAULT AND TERMINATION.......................................................................34

22.      REPRESENTATIONS AND WARRANTIES..........................................................................36

23.      WAIVERS.................................................................................................36

24.      ENTIRE AGREEMENT AND AMENDMENT..........................................................................37
</TABLE>



* Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.
<PAGE>   3
                                      2


<TABLE>
<S>                                                                                                              <C>
25.      GOVERNING LAW...........................................................................................37

26.      SEVERABILITY............................................................................................37

27.      WAIVER OF SOVEREIGN IMMUNITY............................................................................37

28.      CONFIDENTIALITY.........................................................................................37

29.      SIGNATURE CLAUSE........................................................................................38
</TABLE>

         APPENDIX A

         APPENDIX B

         APPENDIX C


<PAGE>   4


         This Agreement is entered into as of the 1st day of October, 1995 by
and between British Columbia Power Exchange Corporation ("Powerex"), a British
Columbia corporation and Intalco Aluminum Corporation ("Intalco"), a Delaware
corporation. Intalco and Powerex are hereinafter sometimes referred to
individually as "Party" and collectively as "Parties".


                                 R E C I T A L S

         WHEREAS Intalco is a wholly owned subsidiary of Alumax Inc., an
integrated producer of aluminum products, and operates the aluminum smelter at
Ferndale, WA.; and

         WHEREAS the smelter at Ferndale, WA is majority owned indirectly by
Alumax Inc. with the parent companies of the other owners, including Mitsui and
Co., Ltd., Tostem Corporation and Yoshida Kogyo KK (collectively, the "Owners");
and

         WHEREAS Powerex has agreed to deliver and sell, and Intalco has agreed
to receive and purchase at the Point of Delivery, Firm Power and LCA Services to
Intalco's full load during the Term of this Agreement, under the terms and
conditions contained herein; and

         WHEREAS Powerex and Intalco wish to enter into a long term power
(twenty year) supply relationship but require further negotiation and approvals
before agreement on a sale of Firm Power for longer than 5 years;

         NOW THEREFORE, the Parties agree as follows:

1.        DEFINITIONS

         Whenever used in this Agreement, the following terms, when capitalized,
         shall have the meanings set out in this Section 1. The singular of any
         definition shall include the plural and the plural shall include the
         singular.

         1.1.     AGREEMENT

                  This Power Sale Agreement as it may be amended.



<PAGE>   5
                                       2


         1.2.     AUTHORIZED REPRESENTATIVE

                  The representative designated by each Party pursuant to
                  Section 15 to act on that Party's behalf with respect to those
                  matters specified in this Agreement to be the functions of the
                  Authorized Representative.

         1.3.     BC HYDRO

                  British Columbia Hydro and Power Authority and its
                  successors or assigns.

         1.4.     BPA

                  The Bonneville Power Administration and its successors or 
                  assigns.

         1.5.     CONTRACT YEAR

                  The 12-month period beginning on October 1 and ending
                  September 30.

         1.6.     CUSTER SUBSTATION

                  The 500 kV bus at BPA's Custer substation.

         1.7.     DELIVERED DEMAND

                  The maximum rate of delivery of Firm Power to Intalco at the
                  Point of Delivery as specified in subsection 3.2.2.

         1.8.     DELIVERED QUANTITY

                  The monthly quantity of Firm Power to be delivered to and
                  accepted by Intalco at the Point of Delivery as specified in
                  subsection 3.2.1.




<PAGE>   6

                                       3


         1.9.     FIRM POWER

                  Firm capacity and firm energy including Nonfirm Power, except
                  where the context of Section 4 may require a distinction, to
                  be sold by Powerex to Intalco pursuant to this Agreement.

         1.10.    INTALCO SUBSTATION

                  The 13.8 kV bus at the Intalco substation in existence on the
                  date of execution of this Agreement or such other point of
                  interconnection with Intalco's smelter as the Parties may
                  agree.

         1.11.    LCA SERVICES

                  The load control area services to be provided by
                  Powerex to Intalco as described in Section 7.

         1.12.    PACIFIC TIME

                  The time prevailing in Portland, Oregon, on the date in
                  question. In this Agreement, all times are given as Pacific
                  Time.

         1.13.    POINT OF DELIVERY

                  The location for delivery of Firm Power as specified
                  in Section 9.

         1.14.    TERM

                  The term of this Agreement as defined in Section 2.2.

         1.15.    TRANSMISSION AGREEMENT

                  The transmission agreement with BPA providing for delivery of
                  the Delivered Quantity from the Point of Delivery to the
                  Custer Substation as referred to in Section 10.1.

<PAGE>   7


                                       4
 
         1.16.    In this Agreement, all monetary amounts, including mills, are
                  referred to and are stated in United States currency.

2.       TERM

         2.1.     The Parties agree that delivery of Firm Power under this
                  Agreement commenced on October 1, 1995, notwithstanding the
                  actual date of execution of this Agreement. Upon execution of
                  this Agreement, its terms shall govern deliveries of Firm
                  Power initially made pursuant to a letter agreement between
                  the Parties dated September 29, 1995 and any subsequent short
                  term delivery arrangements and the Parties shall make
                  appropriate adjusting payments.

         2.2.     The Term of this Agreement commenced at 0000 hours Pacific
                  Time on October 1, 1995 and will continue until 2400 hours
                  Pacific Time on September 30, 2000, unless terminated earlier
                  as provided in this Agreement. All liabilities accrued under
                  this Agreement prior to termination shall be preserved until
                  satisfied.

3.       POWER SALE

         3.1.     FIRM POWER

                  Subject to and in accordance with the terms of this Agreement
                  and for the duration of the Term, Powerex shall deliver and
                  sell and Intalco shall accept and purchase Firm Power at the
                  Delivered Demand rate and in the Delivered Quantity amount.

         3.2.     DELIVERED QUANTITY AND DELIVERED DEMAND

                  3.2.1.   DELIVERED QUANTITY

                           The monthly Delivered Quantity in MWh for
                           the Term shall be:

<TABLE>
<CAPTION>
                CONTRACT YEAR          CONTRACT YEAR          CONTRACT YEAR
                      1                   2,3 & 4                   5
      <S>           <C>                     <C>                   <C>
      Oct.           *                       *                     *
      Nov.           *                       *                     *
</TABLE>


* Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.
<PAGE>   8

                                        5


                           Dec               *        *       *      
                                                                     
                           Jan               *        *       *      
                                                                     
                           Feb               *        *       *      
                                                                     
                           Mar               *        *       *      
                                                                     
                           Apr               *        *       *      
                                                                     
                           May               *        *       *      
                                                                     
                           Jun               *        *       *      
                                                                     
                           Jul               *        *       *      
                                                                     
                           Aug               *        *       *      
                                                                     
                           Sept              *        *       *      
                                                

                           plus an amount equal to the transmission losses from
                           the Custer Substation to the Intalco Substation.

                  3.2.2.   DELIVERED DEMAND

                           The Delivered Demand for the Term shall be:

                           Oct. 1, 1995 to March 31, 1996 - *

                           Apr. 1, 1996 to Sept. 30, 2000 - * 

                           plus an amount necessary to deliver transmission
                           losses from the Custer Substation to the Intalco
                           Substation, except for the period April 16 to July 15
                           inclusive in each Contract Year when the Delivered
                           Demand shall be *

         3.3.     REDUCED CONTRACT YEAR

                  If the last Contract Year of this Agreement is less than 365
                  days (366 days in the case of Contract Year 5), the Delivered
                  Quantity for that Contract Year shall be reduced in 
                  proportion to the number of days that Contract Year is less 
                  than 365 (or 366 days in the case of Contract Year 5).






*  Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.
<PAGE>   9

                                       6

                  

4.       NON-FIRM POWER OPTION

         4.1.     POTLINE INTERRUPTION TESTS

                  Intalco may elect to perform experiments to determine the
                  ability of the potlines to withstand temporary interruptions
                  of power supply. Powerex shall co-operate on a reasonable
                  efforts basis with Intalco in the performance of such tests,
                  provided there is no material unreimbursed cost to Powerex as
                  a result.

                  Following the performance of such tests and thereafter no more
                  than once each Contract Year, Intalco shall advise Powerex of
                  the duration and frequency of permitted curtailments, if any,
                  under which Intalco would be willing to accept Nonfirm Power
                  and the quantity of Nonfirm Power Intalco would be willing to
                  accept. Based on this information Powerex shall determine and
                  offer Intalco a price for Nonfirm Power for the following
                  Contract Year. Pricing for Nonfirm Power, once determined and
                  offered pursuant to this subsection 4.1 and if accepted by
                  Intalco, shall be contained in Appendix A and shall be
                  applicable only to the following Contract Year. The Parties
                  acknowledge there is no assurance that the price determined
                  and offered by Powerex for Nonfirm Power will be less than the
                  price provided in this Agreement for Firm Power.

         4.2.     NONFIRM POWER

                  If a price and quantity for Nonfirm Power and the duration and
                  frequency of permitted curtailments have been agreed between
                  the Parties, Intalco may elect to take the specified quantity
                  of the Delivered Quantity and Delivered Demand as Nonfirm
                  Power by providing Powerex with notice on or before September
                  1 of any Contract Year for the following Contract Year. The
                  remainder of the Delivered Quantity and Delivered Demand shall
                  continue to be provided as Firm Power pursuant to this
                  Agreement.

                  With respect to any Nonfirm Power, Powerex shall have 
                  curtailment rights as follows:
<PAGE>   10
                                       7



                  Amount:    To be determined pursuant to subsection 4.1

                  Duration:  To be determined pursuant to subsection 4.1

                  Frequency: To be determined pursuant to subsection 4.1

                  Curtailments shall be scheduled in accordance with Section 6
                  by Powerex no later than the day preceding the curtailment.

         4.3.     PREDELIVERY AND MAKE-UP ENERGY

                  If Powerex curtails deliveries of Nonfirm Power, Intalco shall
                  accept the same amount of energy as if the curtailment had not
                  occurred. The amount of curtailed energy shall be delivered to
                  Intalco in addition to the Delivered Demand during the hours
                  preceding the curtailment and immediately following the
                  curtailment. The maximum rates of delivery and other
                  scheduling provisions shall be agreed by the parties and
                  included in Appendix A as part of the terms and conditions of
                  Nonfirm Power. Any transmission charges in excess of the
                  transmission charges applicable to the Delivered Demand for or
                  resulting from delivery of curtailed energy from the Point of
                  Delivery to the Custer Substation shall be for Intalco's
                  account.

         4.4.     ADDITIONAL ENERGY

                  Recognizing that Intalco may wish to purchase additional
                  energy to recover from a curtailment under this Section 4,
                  Powerex agrees to consider any requests from Intalco for
                  additional energy under terms, conditions and charges as
                  applicable in this Agreement. Any transmission charges in
                  excess of the transmission charges applicable to the Delivered
                  Demand for transmission service to deliver the additional 
                  energy from the Point of Delivery to the Custer Substation 
                  shall be for Intalco's account.
<PAGE>   11
                                       8



5.       INTEGRATED RESOURCES

         Under mutually beneficial terms and conditions to be negotiated,
         Powerex may agree to integrate Intalco's power purchases from other
         suppliers pursuant to a further agreement between Intalco and Powerex.
         Such agreement may take the form of a purchase-resale contract, an
         assignment of an existing contract, or a transmission access contract.
         Integrated resources amounts, if any, shall be in addition to the
         Delivered Quantity and Delivered Demand.

6.       SCHEDULING

         6.1.     GENERAL PROVISIONS

                  Except as provided in this Section 6, schedule changes shall
                  be by agreement. The Parties' schedulers may, by agreement,
                  waive any requirements of this Section 6 from time to time for
                  a period not to exceed seven days. The scheduling procedures
                  contained in this Section 6 may be amended in writing by the
                  Authorized Representatives.

                  All records kept of transactions hereunder shall be based on
                  scheduled hourly quantities at the Point of Delivery, except
                  that when deliveries are changed for any reason these
                  schedules shall be altered after the fact to reflect such
                  changes. In the event that scheduled deliveries and receipt of
                  energy are not maintained for an entire hour, deliveries shall
                  be prorated on an agreed basis. The Parties shall maintain
                  records of hourly energy schedules for accounting and
                  operating purposes.

                  If there is a requirement to schedule losses for the
                  transmission of the Delivered Quantity from the Point of
                  Delivery to the Intalco Substation, then Powerex shall arrange
                  such schedule and deliver the energy pursuant to such
                  schedule.  Responsibility for losses on the transmission from
                  the Point of Delivery to the Intalco Substation shall be
                  allocated as stated in Section 10.



<PAGE>   12
                                       9



                  On or before the first day of each Contract Year the Parties
                  shall exchange a schedule of non working days.

         6.2.     WITHOUT LCA SERVICES

                  Until the date that Powerex provides LCA Services to Intalco,
                  deliveries by Powerex to Intalco will be scheduled in
                  accordance with this subsection 6.2.

                  Intalco shall notify Powerex of the preliminary 24-hour Firm
                  Power schedule for the following 1 to 7 days by 0830 hours
                  Pacific Time, and of the final schedule by 0900 hours Pacific
                  Time, of the workday prior to the first day of the schedule or
                  such other scheduling times as are consistent with BPA's
                  requirements for scheduling under the Transmission Agreement.

                  On or before 0830 hours Pacific Time of the last workday prior
                  to any non working day observed by either Party, Intalco shall
                  notify Powerex of the preliminary 24-hour Firm Power schedule
                  for the non working days through to the next workday observed
                  by both Parties and the final schedules by or before 0900
                  hours Pacific Time of the last workday prior to any non
                  working day observed by either Party, or such other scheduling
                  times as are consistent with BPA's requirements for scheduling
                  under the Transmission Agreement.

         6.3.     WITH LCA SERVICES

                  Commencing on the date that Powerex provides LCA Services to
                  Intalco, deliveries by Powerex to Intalco will be the combined
                  supply of the Delivered Quantity and power required to provide
                  LCA Services.

                  Commencing on the date that Powerex provides LCA Services to
                  Intalco, Intalco shall provide or cause to be provided to
                  Powerex:

                  6.3.1.   a schedule of the scheduled power deliveries  
                           directly to Intalco from suppliers other
                           than Powerex;


<PAGE>   13
                                       10



                  6.3.2.   a real time signal of the power delivered  directly
                           to Intalco from suppliers other than Powerex which 
                           varies on a real time basis; and

                  6.3.3.   a real time signal of Intalco's load;

                  such that Powerex will have the load and supply information 
                  needed to provide LCA Services.

                  Intalco shall notify Powerex of the preliminary 24-hour direct
                  supply power schedule for the following 1 to 7 days by 1000
                  hours Pacific Time, and of the final schedule by 1100 hours
                  Pacific Time, of the workday prior to the first day of the
                  schedule.

                  On or before 1000 hours Pacific Time of the last workday prior
                  to any non working day observed by either Party, Intalco shall
                  notify Powerex of the preliminary 24-hour direct supply power
                  schedule for the non working days through to the next workday
                  observed by both Parties and the final schedules by or before
                  1100 hours Pacific Time of the last workday prior to any non
                  working day observed by either Party.

7.       LOAD CONTROL AREA SERVICES

         7.1.     COMMENCEMENT

                  Commencing on October 1, 1996 or 8 months after Intalco gives
                  Powerex notice that it is able to accept LCA Services from
                  Powerex, whichever is later, or as otherwise agreed, Powerex
                  shall provide Intalco with LCA Services from the BC Hydro
                  system for all the Intalco load, including load not served by
                  Firm Power under this Agreement except that, for load not
                  served by Firm Power under this Agreement, the operating
                  reserves shall not be provided by Powerex. Powerex shall cause
                  BC Hydro to take Intalco into its load control area and BC 
                  Hydro shall operate in accordance with

<PAGE>   14
                                       11



                  *

                  to provide Intalco with LCA Services.

         7.2.     LCA SERVICES AGREEMENT

                  On or before the commencement date for LCA Services, the
                  Parties shall enter into a separate LCA Services Agreement, to
                  the extent necessary to clarify procedures associated with
                  providing LCA Services and which shall include detailed
                  specifications of the Parties' responsibilities and
                  requirements to implement LCA Services.

         7.3.     LOAD REGULATION REQUIREMENT

                           Intalco's load regulation requirements are
                           expected to be as follows and are priced on this
                           basis:

                           1) Instantaneous variations * = * % of Intalco's
                           full load

                           2) * minute average = * % of Intalco's full load

                           3) Monthly high to monthly low * = * % of Intalco's 
                           full load

                           4) Up to * times per Contract Year a * drop by up to
                           * The Parties shall use reasonable efforts to ensure
                           that load variations referred to above have a net
                           nil effect on the Delivered Quantity during any
                           month. To the extent such load variations cause
                           energy delivered to differ from the 



*  Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 
1934, as amended.
<PAGE>   15
                                       12


                           Delivered Quantity in minimal amounts, the Parties 
                           shall keep an account of such variations and make 
                           appropriate adjustments annually.               

         7.4.     CHARGES FOR LCA SERVICES

                  7.4.1.   Except as provided in subsection 7.4.2. the price for
                           providing LCA Services is included in the price
                           specified in Appendix A; provided that Intalco shall
                           pay Powerex for any material variation in load
                           greater than specified in subsection 7.3. an
                           additional amount equal to * and any additional BPA 
                           transmission costs to supply this additional load 
                           variation. If there is any material and sustained 
                           variation in load greater than specified in 
                           subsection 7.3 then the price specified in
                           Appendix A shall be adjusted to include * and BPA
                           transmission costs to provide for such variation.

                  7.4.2.   *  Intalco shall purchase and install at its cost at 
                           the Intalco Substation and Intalco smelter equipment 
                           Powerex reasonably determines is necessary to 
                           provide LCA Services. In addition, Intalco shall pay 
                           BPA all amounts, for which BPA requires payment, to 
                           purchase and install the equipment and to purchase 
                           the services necessary from BPA, if any, for Powerex 
                           to provide the LCA Services and to remove Intalco 
                           from BPA's control area.


                  
         *





*  Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.
<PAGE>   16
                                       13

*

*Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.
<PAGE>   17
                                       14


         *


9.       POINT OF DELIVERY

         9.1.     The Point of Delivery shall be the points of interconnection
                  where BC. Hydro's 500 kV lines interconnect with BPA's 500 kV
                  lines at the U.S. - Canadian border at or near Blaine and such
                  additional or other delivery points as the Parties agree. 
                  The Parties shall not unreasonably withhold agreement to
                  change or to add points to the Point of Delivery if there is
                  an advantage to one or both Parties and no material adverse
                  impact to either Party. At a Party's request, the other Party
                  will provide the requesting Party with all relevant
                  information pertaining to any                  




* Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.
<PAGE>   18
                                       15



                  anticipated advantage and any anticipated material adverse 
                  impact from any proposed change or addition.

         9.2.     Intalco shall take title to the Firm Power delivered under
                  this Agreement at the Point of Delivery and shall take the
                  risk of curtailment of transmission from the Point of Delivery
                  to the Intalco Substation.

         9.3.     If * pursuant to subsection 8.4, which interconnect, directly
                  or indirectly, with the Intalco Substation then the Point of
                  Delivery shall be changed to the point at which such *

10.      TRANSMISSION REQUIREMENTS

         10.1.    INTALCO OBLIGATION TO PROVIDE TRANSMISSION

                  The Parties acknowledge that Intalco has entered into a firm
                  transmission agreement with BPA (BPA Contract No. 95MS-95076),
                  for transmission of the Delivered Quantity and associated
                  losses from the Point of Delivery to the Custer Substation and
                  transmission from the Point of Delivery to the Custer
                  Substation necessary for Powerex to provide LCA Services.

         10.2.    Intalco shall keep Powerex informed about and shall consult
                  with Powerex on all matters pertaining to the Transmission
                  Agreement and any proposed amendments to it, actions taken
                  pursuant to it, renewals of it or otherwise and shall take
                  directions from Powerex with respect to the Transmission
                  Agreement insofar as it affects Powerex's rights and
                  obligations under this Agreement; provided that to 
                  do so would not adversely affect Intalco's rights and
                  obligations under this Agreement or the Transmission
                  Agreement.

         10.3.    The Parties agree that any costs or other charges incurred by
                  Intalco pursuant to the Transmission Agreement for exceeding
                  transmission demand shall be for Intalco's account.

*  Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.

<PAGE>   19
                                       16



         10.4.    POWEREX CREDIT FOR TRANSMISSION CHARGES

                  Powerex shall credit Intalco fully for transmission charges
                  during the Term to deliver the Delivered Quantity, Delivered
                  Demand and associated losses, (including transmission demand
                  charges for April through July each Contract Year if any) and
                  to provide LCA Services from the Point of Delivery to the
                  Custer Substation and shall provide to BPA without cost to
                  Intalco the associated losses in energy for the amount of
                  transmission necessary to deliver the Delivered Quantity from
                  the Point of Delivery to Custer Substation. Transmission
                  charges for Intalco's account shall be only the Ancillary
                  Services and Reactive Power charges charged by BPA to Intalco
                  under the Transmission Agreement which BPA would not charge to
                  Powerex if Powerex held the Transmission Agreement in its own
                  name. Each month Powerex shall estimate the transmission
                  charges from the Point of Delivery to the Custer Substation
                  and Powerex shall credit Intalco such amount against the
                  amount owed to Powerex in the current month. Intalco shall
                  provide Powerex with satisfactory evidence of Intalco's
                  payment for the transmission charges from the Point of
                  Delivery to the Custer Substation at the time of payment. Any
                  difference between the estimated and actual transmission
                  charges shall be corrected on the following month's invoice.
                  All transmission charges to deliver the Delivered Quantity,
                  Delivered Demand and associated losses and to provide LCA
                  services from the Custer Substation to the Intalco Substation
                  shall be for Intalco's account.

         10.5.    ALTERNATE TRANSMISSION

                  Powerex shall have the option to arrange for transmission of
                  Firm Power under this Agreement from the Point of Delivery to
                  the Custer Substation, in lieu of its obligation described in
                  subsection 10.4 to credit Intalco for transmission from the
                  Point of Delivery to the Custer Substation. In exercising this
                  option, Powerex will co-operate with Intalco to ensure that
                  this change does not have any material adverse impact on
                  Intalco.
<PAGE>   20
                                       17

         10.6.    In the future event that the IN rate applicable to the
                  Transmission Agreement is included in BPA's network rate,
                  Intalco shall at Powerex's request exercise all rights Intalco
                  has and otherwise use reasonable efforts to have transmission
                  from the Point of Delivery to the Custer Substation included
                  in its FPT contract with BPA that provides for transmission
                  from the Custer Substation to the Intalco Substation. In that
                  event, Powerex shall credit Intalco for the increase to
                  Intalco's transmission charges based on transmission from the
                  Point of Delivery to the Custer Substation.

11.      PAYMENTS

         11.1.    GENERAL

                  Charges in Appendix A and B are the total delivered price per
                  MWh to the Custer Substation. The total cost to Intalco shall
                  be the applicable charges in Appendix A and B multiplied by
                  the Delivered Quantity, plus additional costs which shall be
                  limited to:

                  11.1.1.  U.S. federal, U.S. state or U.S. local taxes, U.S.
                           duties or other U.S. levies applicable to the Firm
                           Power on or after the Point of Delivery;

                  11.1.2.  the applicable BPA transmission charges or other
                           charges for delivery from the Custer
                           Substation to the Intalco Substation; and

                  11.1.3.  other charges and costs expressed by this Agreement
                           to be for Intalco's account.

                  These additional costs, if any, shall be paid by Intalco. To
                  the extent that Powerex may be required by law to charge and
                  collect from Intalco any of the amounts referred to in
                  subsection 11.1.1 above, Intalco shall fully indemnify and
                  hold Powerex harmless from any liability for any such amounts
                  and for failure to charge and collect any such amounts. To the
                  extent Powerex does charge and collect 


<PAGE>   21
                                       18


                  such amounts, Powerex shall fully indemnify and hold Intalco 
                  harmless for failure to remit any such amounts to the
                  appropriate governmental authorities.

         *                 

* Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.

<PAGE>   22
                                       19



         *

         11.3.    ENERGY CHARGE

                  11.3.1.  Commencing on the first business day of November,
                           1995, and on the first business day of each month
                           thereafter during the Term, Powerex shall charge and,
                           pursuant to subsection 11.4, Intalco shall pay
                           an amount equal to the portion of the Delivered
                           Quantity expressed in MWh delivered by Powerex to
                           the Point of Delivery during the immediately
                           preceding calendar month multiplied by the
                           applicable firm, * and nonfirm energy charges
                           specified in  Appendix A or calculated in accordance
                           with Appendix B.

                  11.3.2.  If at the end of each calendar month the quantity of
                           energy (in MWh) purchased during that calendar month
                           under this Agreement is less than the Delivered
                           Quantity applicable to that month, except to the
                           extent the failure to deliver or accept energy is
                           excused by Force Majeure, Powerex shall charge, and
                           in accordance with subsection 11.4, Intalco shall pay
                           an amount equal to the difference between the
                           quantity of energy purchased and the Delivered
                           Quantity applicable to that month multiplied by
                           the applicable firm, * and nonfirm energy charge,
                           unless the quantity of energy purchased is reduced
                           due to Force Majeure conditions which limited the
                           ability to deliver or the ability to accept delivery
                           of the full

*Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securites Exchange Act of
1934, as amended.
             
<PAGE>   23
                                       20


                           Delivered Quantity.  Under such conditions the
                           take or pay obligation is  reduced in accordance
                           with this Agreement.

         11.4.    BILLING AND PAYMENT

                  11.4.1.  Powerex shall submit invoices to Intalco by fax
                           approximately 5 days after the end of each month in
                           which power is delivered under this Agreement.
                           Invoices shall be deemed to have been received by
                           Intalco when sent by fax, with a receipt confirmation
                           and followed by a mailed copy, from Powerex.

                  11.4.2.  Payment by Intalco is due within 20 days of receipt
                           of the invoice. If the due date is on a weekend or
                           holiday as observed by either Powerex's bank or
                           Intalco's bank, then the due date shall be deemed to
                           be the next business day as observed by both
                           Powerex's bank and Intalco's bank. Payment shall be
                           made by direct wire transfer to:

                           Bank of Montreal
                           Main Branch
                           595 Burrard Street
                           Vancouver, B.C.
                           Canada V7X 1L5

                           for credit to Powerex Account No. 4625-335. More
                           detailed information and procedures to be followed
                           for making direct wire transfers will be 
                           provided by Powerex and updated as necessary. Intalco
                           shall notify Powerex of its bank and may
                           change such notice from time to time.


                           Invoices which are not paid within 20 days after
                           receipt shall accrue interest charged at a rate of
                           18% per annum, calculated monthly, until payment is
                           received. These charges shall be based on the number
                           of overdue days incurred until payment is received.
                           

<PAGE>   24
                                       21



                           Invoices to Intalco shall be submitted to:

                           Intalco Aluminum Corporation
                           P.O. Box 937
                           Ferndale, WA
                           98248
                           USA

                           Fax Number:  (360) 384-6185

                           Each Party may, by written notice change the
                           designation or addresses specified by them for
                           receipt of payments and invoices.

                  11.4.3.  In the event of a disputed billing, full payment
                           shall be rendered by Intalco and the disputed amount
                           noted. Disputed amounts are subject to the interest
                           described in subsection 11.4.2. If it is determined
                           by agreement of the Parties, by arbitration or by a
                           court of competent jurisdiction that Intalco is
                           entitled to the disputed amount, Powerex shall refund
                           the disputed amount, with interest determined
                           pursuant to subsection 11.4.2.

                  11.4.4.  In the event of non-payment by Intalco, Powerex shall
                           give written notice to Intalco of non-payment. From
                           the date of receipt of the written notice of
                           non-payment Intalco shall have seven days to make
                           payment. If after seven days from the receipt of the
                           written notice Powerex has not received payment from
                           Intalco, Powerex may suspend deliveries to Intalco
                           and initiate action under Section 21.

                  11.4.5.  Any net payment due by Powerex to Intalco shall be
                           made on a similar basis as payments by Intalco to
                           Powerex, as provided in this subsection 11.4. In this
                           event, Intalco shall provide Powerex with particulars
                           of its bank account and any other necessary payment
                           particulars in a timely manner.
                  
<PAGE>   25
                                       22



12.      FORCE MAJEURE

         12.1.    In the event either Party is rendered unable, by an event of
                  Force Majeure, to carry out wholly or in part its obligations
                  under the provisions hereunder, it is agreed that if such
                  Party gives notice and full particulars of such event
                  of Force Majeure to the other Party as soon as practicable
                  after the occurrence of the cause relied on, then the
                  obligations of the Party affected by such event of Force
                  Majeure and any corresponding obligation of the other Party,
                  other than the obligation to make payments then due or
                  accrued but not yet due and payable hereunder, shall be
                  suspended but only insofar as it is unable to carry out its
                  obligations due to such event from the inception and
                  throughout the period of continuance of any such inability so
                  caused, but for no longer period, and such event of Force
                  Majeure shall, so far as practicable, be remedied with all
                  reasonable dispatch.

         12.2.    The term "Force Majeure" as employed herein shall mean any
                  cause of the kind not reasonably anticipated or within the
                  control of the Party claiming suspension and which by
                  the exercise of due diligence such Party could not have
                  prevented or is unable to overcome. Such causes shall
                  include acts of God; interruptions of transmission service
                  necessary to make delivery; exceptional natural conditions in
                  the Pacific Northwest and British Columbia (whether or not
                  combined with other events) that cause the available supply
                  of power including available imports into such regions to be
                  exceeded by demand within such regions taken together,
                  *; strikes; shutdowns in anticipation of strikes; accidents.
                  equipment breakdown; electrical disturbances and imbalances;
                  riots; acts of sabotage; blockades; civil disobedience; fire;
                  flood; wars; delays or interruptions in transportation;
                  materially disruptive actions or failure to act of any
                  government or government agency (including without limitation
                  any Court order or any environmental compliance order or
                  notice); any Court injunction or order; any Court order
                  voiding, impairing, or modifying the March 15, 1995 Waiver
                  and Release or the Transmission Agreement; inability to
                  purchase from Powerex under

*Information has been omitted and filed separately with the Securities and 
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 
<PAGE>   26
                                       23


                  Section 2(b) of Intalco's Power Sales Contract with
                  BPA, or any other disabling cause or contingency not
                  reasonably anticipated or within the control of the party
                  claiming such Force Majeure event, whether of the nature or
                  subject matter herein enumerated or not. Notwithstanding the
                  foregoing, neither BPA's rights to curtail deliveries of
                  power to the Intalco Substation for system stability purposes
                  nor any inability to accept delivery of power under this
                  Agreement resulting from BPA's exercise of its non-force
                  majeure rights to curtail deliveries of power to the Intalco
                  Substation shall be considered to be an event of Force
                  Majeure hereunder. Nothing contained herein, however, shall
                  be construed to require a Party to prevent or settle a strike
                  against its will. Economic hardship shall not constitute
                  Force Majeure.

         12.3.    If Powerex declares Force Majeure it shall use its best
                  efforts to estimate the specified duration of the event of
                  Force Majeure and the amount of the Delivered Quantity which
                  it will be unable to deliver due to such event. Intalco may
                  rely upon such specified duration and amount and may obtain a
                  supply of replacement power for the portion of supply Powerex
                  is unable to deliver for the specified duration. Intalco may,
                  but shall not be obligated to, accept and pay for power that
                  Powerex estimated it would be unable to deliver during the
                  specified duration but subsequently determines it can deliver.
                  Powerex will use all reasonable efforts to assist Intalco to
                  find and obtain delivery of the lowest cost replacement power.

         12.4.    If Intalco declares Force Majeure it shall use its best
                  efforts to estimate the specified duration of the Force
                  Majeure and the amount of the Delivered Quantity 
                  it will be unable to accept due to such event.
                  Powerex may rely upon such specified duration and amount to
                  make commitments to sell that surplus power up to the portion
                  of supply Intalco is unable to accept for the specified
                  duration.

         12.5.    If either Intalco or Powerex declares Force Majeure, then
                  Intalco shall take all necessary actions and exercise all
                  rights under the Transmission Agreement to reduce or eliminate
                  transmission charges under the Transmission Agreement for
<PAGE>   27
                                       24


                  the duration of the event of Force Majeure and for the
                  amount the affected Party is unable to deliver or accept.

13.      CURTAILMENTS

         13.1.    NOTICE OF FORCE MAJEURE CURTAILMENT

                  Each Party shall notify the other as soon as possible of any
                  Force Majeure which may adversely affect performance under
                  this Agreement. Delay by a Party in giving notice to the other
                  Party shall not be deemed a waiver of Section 12, provided
                  notice is given in a reasonable time.

         13.2.    If any cause under Section 12 prevents Powerex from delivering
                  to the Point of Delivery or Intalco from receiving energy at
                  the Point of Delivery or transmitting such energy to Intalco's
                  smelter and consuming it, Powerex and Intalco shall mutually
                  agree to:

                  13.2.1.  delivery of curtailed energy at a later date during
                           that Contract Year, in accordance with an agreed
                           delivery schedule to be established by the Parties
                           for such purpose; or

                  13.2.2.  reduce the energy purchase requirement pursuant to
                           Section 3 by the amount equal to the curtailed
                           energy.

                  If Powerex and Intalco are unable to agree to the options
                  outlined in this subsection 13.2, the default shall be to
                  reduce the energy purchase requirement pursuant to Section 3
                  by the amount equal to the curtailed energy.

14.      REMARKETING OPTION

         14.1.    Intalco may give notice to Powerex to remarket all or a
                  portion of the Delivered Quantity due to reduction in
                  Intalco's load. Such notice shall specify the duration and the
                  quantity of power to be remarketed. The quantity of power to
                  be remarketed shall be remarketed at 100% load factor for the
                  specified duration.


<PAGE>   28
                                       25


                  Notwithstanding the foregoing, Intalco and Powerex may
                  agree that Powerex will remarket such power on a different
                  basis as to load factor and monthly amount, subject to
                  Intalco paying Powerex any additional agreed costs and
                  charges. Powerex shall use all reasonable efforts to remarket
                  the power specified in such notice at the market price
                  available once all Powerex marketing and sales obligations
                  which exist as of the date Intalco gives notice and for the
                  quantities pursuant to those marketing and sales obligations
                  existing as of the date Intalco gives notice are met. Any
                  Powerex remarketing strategy or sales decision shall be
                  approved by Intalco's Authorized Representative before being
                  implemented by Powerex. If Intalco's Authorized
                  Representative does not approve a sales decision then any
                  future sale of the power that would have been remarketed
                  under such decision shall be at the market price available
                  for such power once all Powerex marketing and sales
                  obligations which exist as of the date Intalco's Authorized
                  Representative does not approve the sales decision and for
                  the quantities pursuant to those marketing and sales
                  obligations existing as of such date are met.  Intalco
                  * Unless agreed between the Parties, nothing in this
                  subparagraph 14.1, obligates Powerex at any time to remarket
                  power that would have been delivered to Intalco prior to that
                  time if Intalco had not given notice to remarket that power.

         14.2.    Subject to subsection 14.3, this remarketing option is offered
                  as a service to Intalco and with the intention that Powerex
                  will continue to receive the applicable firm, variable and
                  nonfirm energy charges for the power sold and will incur no
                  additional cost or liability as a result of providing such
                  service. Therefore, Intalco 


* Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.


<PAGE>   29
                                      26

                  hereby waives any claim it may have for losses resulting from
                  this remarketing option and agrees to indemnify and hold
                  Powerex harmless from any cost or liability Powerex may
                  suffer or incur thereby. In the event a purchaser of power
                  sold by Powerex pursuant to this remarketing option fails to
                  make payment when due, Powerex shall at Intalco's request
                  assign the claim to Intalco. Powerex agrees to consider any
                  requests from Intalco for alternate remarketing options under
                  terms, conditions and charges to be mutually agreed to at the
                  time of the request by Intalco.

         14.3.    REMARKETING CAP
                  
                  In any Contract Year if the * reaches *, Intalco's obligation
                  to pay Powerex for the portion of the Delivered Quantity
                  specified to be remarketed pursuant to subsection 14.1 shall 
                  cease for the Contract Year, and Powerex shall cease to have
                  an obligation to remarket power and * for the *, if any,
                  received for the remarketed power.


15.      AUTHORIZED REPRESENTATIVE

         15.1.    Each Party shall designate one person as an Authorized
                  Representative and one person as an alternate. Each Party
                  shall notify the other Party within 30 days after 

                  execution of this Agreement of the designated
                  Authorized Representative and alternate and shall promptly
                  notify the other Party of any subsequent changes in the
                  designations.

         15.2.    Except as provided in Section 6, Authorized Representatives
                  and alternates shall have no authority to modify any of the
                  provisions of this Agreement.

16.      ARBITRATION

         16.1.    Unless otherwise expressly provided in this Agreement, if any
                  controversy or claim arises out of this Agreement or the
                  making, performance or interpretation thereof, the parties
                  shall use their best efforts to settle such controversy or
                  claim amicably


* Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.

<PAGE>   30
                                       27


                  between themselves. Should the parties fail to agree within
                  30 days after a Party has notified the other Party of such
                  claim or controversy, any and all matters in dispute shall
                  finally be settled through arbitration conducted in   
                  accordance with subsection 16.2; provided, however, that the
                  validity of this Agreement shall not be subject to
                  arbitration. Judgement upon the award rendered by the
                  arbitrator may be entered in any court having jurisdiction
                  thereof.

         16.2.    Arbitration proceedings under this Agreement shall be
                  conducted as follows:

                  16.2.1.  a Party (the "Initiating Party") may invoke
                           arbitration by giving notice to the other Party (the
                           "Responding Party") stating that it is invoking
                           arbitration and stating the dispute to be resolved;

                  16.2.2.  within 15 days of receiving notice, the Responding
                           Party shall give notice to the Initiating Party of
                           any additional matters in dispute that it considers
                           require to be resolved;

                  16.2.3.  each Party will by notice to the other given within
                           30 days of the notice given under subsection 16.2.1
                           designate an arbitrator;

                  16.2.4.  if a Party fails to designate an arbitrator pursuant
                           to and within the time specified in subsection
                           16.2.3, then after being given at least 10 days
                           notice of its failure to do so, if the Party has not
                           then designated an arbitrator the arbitrator
                           designated by the other Party shall be the sole
                           arbitrator and the provisions of this subsection 16.2
                           shall apply with necessary changes to the arbitration
                           by a single arbitrator;

                  16.2.5.  the arbitrators selected by each Party will select a
                           third arbitrator as chair within 60 days of the
                           notice given under subsection 16.2.1;

                  16.2.6.  if the two arbitrators fail to appoint the third
                           arbitrator within the time limited, either Party may
                           apply to a court of competent jurisdiction to appoint
                           the third arbitrator;
                
<PAGE>   31
                                      28



                16.2.7.  In any arbitration, the arbitrators shall give the
                         parties the opportunity to present their claims, to
                         introduce and examine evidence and witnesses. Hearsay
                         evidence will not be accepted. The Parties shall
                         produce a list of and make available for discovery
                         all documents that may be relevant to the proceedings
                         strictly in accordance with time limits imposed by
                         the arbitrators. The decision of the arbitrators
                         shall be in writing, argumented in its main aspects
                         and signed by the concurring arbitrators. Any
                         settlement made before the arbitration panel shall be
                         in writing and shall be signed by the parties.
                         Arbitrators must render their decision by majority
                         vote and must render such decision in accordance with
                         the terms of the Agreement. The arbitrators shall
                         have no authority to rewrite the agreement by adding
                         terms not included or by deleting or rendering null
                         terms expressly stated but shall have the authority
                         to interpret it and make their award accordingly;

                16.2.8.  Except as provided in this Section 16, the
                         arbitration proceedings shall be conducted pursuant
                         to the rules of procedure adopted for such proceedings 
                         by the UNCITRAL Arbitration Rules adopted by
                         UNCITRAL 28 April 1976 and by UN General Assembly
                         December 15, 1971;

                16.2.9.  During the pendancy of any arbitration proceeding,
                         the Parties shall continue to perform in accordance
                         with this Agreement provided that either Party may   
                         seek preliminary directions from the arbitrators on
                         how to fulfil their obligations under this Agreement,
                         all without prejudice to any Party's rights,
                         including any right to damages as determined by the
                         arbitrators;

         16.3.  The Parties will be responsible for their own costs of any
                arbitration. The arbitrators shall apportion the costs of the
                arbitrators and the general costs of the arbitration
                proceedings in their award as they consider appropriate.
                           
<PAGE>   32
                                       29



17.      ASSIGNMENT OF AGREEMENT AND MERGER

         Neither Party shall transfer or assign this Agreement or any part
         hereof without the written consent of the other Party, except in
         connection with a merger or a sale of a substantial portion of its
         business or the Intalco smelter, provided the successor or buyer is or
         agrees to be bound by this Agreement as if an originally named Party.
         This written consent shall not be unreasonably withheld. The Parties
         recognize that, due to potential regulatory and tax constraints,
         Intalco may assign this contract to another entity, without Powerex's
         consent, so long as the power sold under this Agreement continues to be
         consumed in the Intalco smelter and provided such assignment has no
         material adverse impact on Powerex. Transfers or assignments under this
         Section 17 for which written consent is required shall not relieve any
         Party of any obligation hereunder, except to the extent agreed in
         writing by the other Party. Any attempted or purported transfer made
         other than in accordance with this Section 17, either voluntarily or by
         operation of law, shall be void and of no effect.

18.      NOTICES

         18.1.    Unless this Agreement requires otherwise, and except for
                  notice pursuant to Section 6, any notice, demand or request
                  provided for in this Agreement, or served, given or made in
                  connection with it, shall be in writing and shall be deemed
                  properly served, given or made if delivered in person, or sent
                  by registered or certified mail, postage prepaid, or by
                  telecopier or fax confirmed by mail to the individuals
                  specified below:

                  To Powerex:

                       Powerex
                       c/o President and Chief Executive Officer
                       666 Burrard Street, Suite 2210
                       Vancouver British Columbia V6C 2X8
                       Fax: (604) 891-5015
         
<PAGE>   33
                                       30



                  To Intalco:

                       Intalco Aluminum Corporation
                       c/o Vice President
                       P.O. Box 937
                       Ferndale, WA
                       98248
                       Fax:  (360) 384-6185

         18.2.    Either Party may, from time to time by written notice to the
                  other Party, change the designations or address of the
                  individual so specified as the one to receive notices pursuant
                  to this Agreement.

19.      APPROVALS

         19.1.    This Agreement is subject to the Parties obtaining and
                  maintaining all necessary regulatory approvals. The Parties
                  shall co-operate with each other and make all reasonable
                  efforts to obtain and maintain any and all approvals necessary
                  to effectuate this Agreement. Notwithstanding the generality  
                  of the foregoing, in the event that Powerex has not obtained
                  an energy removal certificate and necessary National Energy
                  Board approvals for the sale of Firm Power under this
                  Agreement for the entire Term on or before May 1, 1996,
                  Powerex may by 30 days notice terminate this Agreement
                  provided such notice is given by May 15, 1996.

         19.2.    ADVERSE DETERMINATION

                  If the National Energy Board, the Ministry of Energy, Mines
                  and Petroleum Resources, or any other regulatory body or
                  agency, or a court of competent jurisdiction modifies this
                  Agreement or the regulatory permits or authorizations
                  necessary to this Agreement or determines that this Agreement,
                  its operation or effect is unjust, unreasonable, unlawful,
                  imprudent, invalid, unenforceable or otherwise not in the
                  public interest, the Parties shall be relieved of their
                  obligations to the extent necessary to eliminate such
                  regulatory or other determination.
                  

<PAGE>   34
                                       31



                  Following any such modification or determination (Adverse
                  Determination) either Party may request a negotiation session
                  within 30 days. The Parties shall then renegotiate in good
                  faith the terms and conditions of this Agreement so as to
                  restore the original balance of benefits and burdens
                  contemplated by the Parties as of the date of its execution.

                  If the Parties acting reasonably cannot restore the balance of
                  benefits and burdens by agreement then either Party may
                  terminate this Agreement by providing written notice of its
                  intention to do so within 40 days of the effective date of
                  such Adverse Determination. The notice of termination shall be
                  effective 15 days after receipt by the other Party.

20.      LIABILITY FOR BREACH

         20.1.    For breach of any provision for which an express remedy or
                  measure of damages is provided, such express remedy or measure
                  of damages shall be the sole and exclusive remedy hereunder,
                  the Party's liability shall be limited as set forth in  such  
                  provision and all other remedies or damages at law or in
                  equity are waived. Neither Party shall be liable for
                  consequential, special, incidental, punitive, exemplary or
                  indirect damages, in tort, contract, under any indemnity
                  provision or otherwise. To the extent any damages required to
                  be paid hereunder are stated to be liquidated, the Parties
                  acknowledge that the damages are difficult or impossible to
                  determine, otherwise obtaining an adequate remedy is
                  inconvenient and the liquidated damages constitute a
                  reasonable approximation of the harm or loss. The remedies of
                  the Parties (other than those for which an express remedy or
                  measure of damages is provided) shall be cumulative, and the
                  exercise of one remedy shall not preclude the exercise of
                  another remedy.

         20.2.    DEFINITIONS

                  "Curtailment Event" means the failure by Powerex to schedule
                  and deliver Firm Power at the Delivered Demand during an hour
                  as required by this Agreement at the Point of Delivery, where
                  such failure is not the result of Force Majeure, and

<PAGE>   35
                                       32

                  any inability of Intalco to accept delivery hereunder
                  as a result of such failure. Any such failure by Powerex
                  occurring within 48 hours of the initial failure shall be
                  deemed a continuation of the same Curtailment Event.
                  Notwithstanding the foregoing, if Intalco receives the power
                  which Powerex failed to schedule or deliver from another
                  source, then subsection 20.3 shall apply.

         20.3.    POWEREX'S UNEXCUSED FAILURE TO DELIVER

                  If a Curtailment Event occurs, Intalco shall use all
                  reasonable efforts to obtain replacement power and *


         20.4.    *

         20.5.    * for a Curtailment Event shall be as follows:




*  Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.


<PAGE>   36
                                       33

                  * subject to the limits on * provided for in subsection *
                  Firm Power not delivered is measured from 100% of Delivered
                  Demand excepting any variance in Intalco's load while Powerex
                  provides LCA Services.

         20.6.    * 


         20.7.    Intalco shall use its best efforts to mitigate any loss or
                  damage it may suffer or incur as a result of a Curtailment
                  Event. In determining whether Intalco has used its best 
                  efforts to so mitigate, it shall be presumed that Intalco 
                  responded prudently to the Curtailment Event provided it 
                  responds based on Powerex's best estimate as to the likely 
                  duration and amount of the Curtailment Event, its ability to
                  schedule make up energy and any other information it may 
                  provide.*  
         


*  Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.
<PAGE>   37
                                       34



         20.8.    Notwithstanding anything else contained in this Agreement,
                  Powerex shall not be liable to Intalco for * or for * to
                  Intalco's aluminum reduction potlines, or both, as a result 
                  of any Curtailment Event which in the aggregate exceed *

         20.9.    If a Curtailment Event would have resulted in * or * to 
                  Intalco's aluminum reduction potlines, or both, payable by
                  Powerex in an amount greater than * except for subsection
                  20.8, then unless Powerex agrees to compensate Intalco for
                  its * and such * that exceed *, Intalco may, by * notice to
                  Powerex given within 90 days of the Curtailment Event, 
                  terminate this Agreement.

         20.10.   During the 90 day period following a Curtailment Event
                  referred to in subsection 20.9, Powerex and Intalco shall
                  negotiate in good faith to determine whether they are able to
                  develop and agree upon additional or changed contractual terms
                  satisfactory to both Parties to continue this Agreement,
                  recognizing Intalco's need for future assurances that a
                  Curtailment Event will not occur or it will be appropriately
                  compensated if it does occur.

         20.11.   Upon termination pursuant to subsection 20.9, all of the
                  rights and obligations of the Parties under this Agreement
                  shall terminate and this Agreement shall have no further force
                  and effect except that all liabilities accrued under this
                  Agreement prior to termination shall be preserved until
                  satisfied.

         20.12.   Each Party reserves to itself all rights, set-offs,
                  counterclaims and other remedies and defences consistent with
                  this Agreement (to the extent not expressly herein waived or
                  denied) which such Party has or may be entitled to arising
                  from or out of this Agreement.

21.      EVENTS OF DEFAULT AND TERMINATION

         21.1.    If an Event of Default (as defined below) occurs with respect
                  to either Party at any time during the Term, the other Party
                  may upon 30 days notice to the affected

*  Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.


<PAGE>   38
                                       35


                  Party, which notice shall be given no later than 60
                  days after the discovery of the occurrence of the Event of
                  Default, establish a date on which this Agreement will
                  terminate; provided that upon receipt of notice, the affected
                  Party shall have 20 days to cure the Event of Default in
                  which case the agreement shall not be terminated.

                  "Event of Default" shall mean with respect to a Party:

                  21.1.1.  the failure by a Party to make, when due, any payment
                           required under this Agreement if such failure is not
                           remedied within 7 days of receipt of written notice
                           of such failure by the Party; provided, that the
                           payment is not the subject of a good faith dispute,
                           or

                  21.1.2.  the Party makes an assignment or any general
                           arrangement for the benefit of creditors; files a
                           petition or otherwise commences, authorizes or

                           acquiesces in the commencement of a proceeding or
                           cause under any bankruptcy or similar law for the
                           protection of creditors, or has such petition filed
                           against it and such proceeding remains undismissed
                           for 630 days; otherwise becomes bankrupt or insolvent
                           (however evidenced); or is unable to pay its debts as
                           they fall due, or

                  21.1.3.  in the case of Powerex, its failure, not excused by
                           Force Majeure, to schedule or deliver at least 90% of
                           the Delivered Demand (excepting any variance in
                           Intalco's load while Powerex provides LCA Services)
                           for 10 consecutive days or for a cumulative period of
                           30 or more days in a 12 month period.

         21.2.    If a Party is prevented by Force Majeure from performing a
                  material part of its obligations under this Agreement for more
                  than 180 days, the other Party may terminate this Agreement
                  upon 30 days notice. This subsection 21.2 is in addition to
                  other provisions of this Agreement providing for termination
                  of this Agreement.
                           

<PAGE>   39
                                       36

22.      REPRESENTATIONS AND WARRANTIES

         22.1.    POWEREX'S REPRESENTATIONS

                  Powerex hereby represents and warrants to and in
                  favour of Intalco that:

                  22.1.1.  as of the date of this Agreement, Powerex has an
                           Energy Removal Certificate (No. ERC-E01(9207), as
                           amended) issued by the Minister of Energy, Mines and
                           Petroleum Resources of the Province of British
                           Columbia permitting Powerex to export power subject
                           to the terms and conditions contained in the Energy
                           Removal Certificate;

                  22.1.2.  as of the date of this Agreement, Powerex has an
                           export Permit (No. EPE-44) issued by the National
                           Energy Board permitting Powerex to export power
                           subject to the terms and conditions contained in such
                           export permit;

                  22.1.3.  Powerex will ensure that neither it nor B.C. Hydro
                           will schedule deliveries to Custer Substation where
                           such scheduled deliveries * of Firm Power under 
                           this Agreement.

         22.2.    INTALCO'S REPRESENTATIONS

                  Intalco hereby represents and warrants to and in
                  favour of Powerex that:

                  22.2.1.  Intalco has the corporate capacity and authority to
                           enter into this Agreement and to purchase firm power
                           and LCA Services from Powerex in accordance with the
                           terms of this Agreement and that this Agreement has
                           been duly authorized by all necessary corporate
                           approvals.

23.      WAIVERS

         Except as otherwise provided herein, no provision of this Agreement may
         be waived except in writing. No failure by either Party to exercise,
         and no delay in exercising, any right, power or remedy under this
         Agreement shall operate as a waiver thereof. Any waiver at any time by
         a Party of its right with respect to a default under this Agreement, or


*  Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.



<PAGE>   40
                                       37



         with respect to any other matter arising in connection therewith, shall
         not be deemed a waiver with respect to any subsequent default or
         matter.

24.      ENTIRE AGREEMENT AND AMENDMENT

         This Agreement, including Appendix A, and B, constitutes the entire
         agreement between the Parties and may not be amended or modified except
         by written agreement of Intalco and Powerex or as specified in Section
         6.

25.      GOVERNING LAW

         This Agreement shall in all respects be governed by, and construed in
         accordance with, the laws of the State of Washington, without regard to
         principles of conflicts of laws.

26.      SEVERABILITY

         If any one or more of the provisions contained in this Agreement shall
         be held invalid, illegal or unenforceable in any respect, this
         Agreement shall be construed as if the invalid, illegal or
         unenforceable provision were severed from and not a part of this
         Agreement unless the Parties acting reasonably determine that such
         provision should not be severed from this Agreement, in which case
         subsection 19.2 shall apply.

27.      WAIVER OF SOVEREIGN IMMUNITY

         Powerex specifically and irrevocably waives any claim of immunity from
         suit that it may have by reason of any ownership or control by any
         governmental entity. Powerex avers that it has the authority to waive
         any such claim of immunity and that it makes this waiver knowingly and
         voluntarily.

28.      CONFIDENTIALITY

         Neither Party shall disclose the terms of this Agreement to any third
         party (other than the Party's, and its affiliates', employees, lenders,
         counsel or accountants who have agreed to keep such terms confidential)
         except in order to comply with any applicable law, order, or
         regulation; provided, each Party shall notify the other Party of any
         proceeding of which it 

<PAGE>   41
                                       38


         is aware which may result in disclosure and use reasonable efforts to
         prevent or limit the disclosure. Each Party, if required to disclose
         the terms of this Agreement to a third party, will make such
         disclosure on a confidential basis and request the third party to
         comply with the provisions of this section. The Parties shall be
         entitled to all remedies available at law or in equity to enforce, or
         seek relief in connection with, this confidentiality obligation.

29.      SIGNATURE CLAUSE

         The signatories hereby represent that they have been appropriately
         authorized to execute this Agreement on behalf of the Party for whom
         they sign.

BRITISH COLUMBIA POWER                       INTALCO ALUMINUM CORPORATION
     EXCHANGE CORPORATION



By:  /s/ Ken G. Peterson                     By:  /s/ Peter E. Aylen 
   ---------------------------                  ---------------------------

For:   Ken G. Peterson                       For:   Peter E. Aylen         
    --------------------------                   --------------------------

Title:  President                            Title:  Vice-President        
      ------------------------                     ------------------------

Date:  November 22, 1995                     Date:  November 22, 1995      
     -------------------------                    -------------------------
                                                                           
        
<PAGE>   42


                                   APPENDIX A
                              

                                     to the

                Power Sale Agreement Between Intalco and Powerex

                                Pricing for Term

FIRM POWER:

         EFFECTIVE DATE             ENERGY CHARGE - Nine Month Delivery

                                    (US$/MWh)

         October 1, 1995            *

         October 1, 1996            *

         October 1, 1997            *

         October 1, 1998            *

         October 1, 1999            *

NONFIRM POWER:

         EFFECTIVE DATE             ENERGY CHARGE - Nine Month Delivery

                                    (US$/MWh)

         October 1, 1995            $

         October 1, 1996            $

         October 1, 1997            $

         October 1, 1998            $

         October 1, 1999            $

DEFINITION:

         Nine Month Delivery - Deliveries shall include all days except
         the period from April 16 to July 15 inclusive of each Contract Year.




*  Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.
<PAGE>   43

                                  APPENDIX B
                                      
                                    to the

               Power Sale Agreement Between Intalco and Powerex

                                      *

*  Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.

<PAGE>   44


                                   APPENDIX C


                                      *

*  Information has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.