Form of Assignment and Assumption Agreement for GE Turbines

The draft form of Assignment and Assumption Agreement for the GE LM6000
turbines from LV Cogen II to Lauren-Saulsbury is attached. This form has
been agreed to by Lauren, but remains subject to approval by GE.

The assignment and assumption for the ABB transformers will be substantially
the same as this form. The agreements for the OTSG and STG will have fewer
"Excluded Obligations" since Lauren will be responsible for payment and any
shipping not included in the purchase price for those units.

As with the GE contract, vendor approval for the form of assignment and
assumption of the remaining equipment items is required and is being worked
on.