OPERATION AND MAINTENANCE AGREEMENT



       THIS OPERATION AND MAINTENANCE AGREEMENT (this "Agreement") dated as of

December 15, 1999, is entered into by and between Connecticut Jet Power LLC, a

Delaware limited liability company (the "Owner"), and NRG Middletown Operations,

Inc., a Delaware corporation (the "Operator").



                                    RECITALS



       1.     The Owner owns certain remote internal combustion units in

Branford, Torrington and Cos Cob, Connecticut (the "Facility").



       2.     The Operator has expertise in the operation and maintenance of

electricity generating facilities of the type and character of the Facility and

desires to provide administrative, operating and maintenance services for the

Facility on the terms and conditions set out herein.



       3.     The Owner and the Operator desire to set forth the terms pursuant

to which the Operator shall provide the administrative, operating and

maintenance services for the Facility.





                                    AGREEMENT



In consideration of the premises and the covenants, conditions, and agreements

contained herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledge, the parties hereto agree as

follows:





                                    ARTICLE 1

                                   DEFINITIONS



       Whenever used in this Agreement with initial capitalization, the

following terms shall have the meanings specified or referred to in this Article

1.



       "Affiliate" means, with respect to any person or entity, (i) each entity

that such person or entity Controls, (ii) each person or entity that Controls

such person or entity, and (iii) each entity that is under common Control with

such person or entity.



       "Agreement" shall have the meaning provided in the introductory paragraph

hereof.



       "Approved Operating Budget" means the Operating Budget as approved by the

Owner, as such Operating Budget may be modified in writing in accordance with

the terms of this Agreement.



       "Calendar Quarter" means the three-month periods commencing January 1,

April 1, July 1 and October 1.



       "Calendar Year" means the twelve-month period from January 1 to December

31 inclusive.



       "Consumables" means water treatment chemicals, reagents and other

chemicals, lubrication fluids and filters, hydraulic fluids and filters, air

filters, ordinary fasteners (nuts, bolts, nails, etc., which are customarily

readily available on normal commercial terms), light bulbs and flourescent

tubes, ordinary gasket materials, gloves, flashlights, batteries, disposable

safety equipment and first aid supplies, replacement hand tools, solder and

welding rods, all supplies for maintenance and plant cleaning materials and

supplies, and all other items commonly



                                       1

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considered to be consumables within operations of similar facilities.



       "Control" means the possession, directly or indirectly, through one or

more intermediaries, of (i) in the case of a corporation, a majority of the

outstanding voting securities thereof; (ii) in the case of a limited liability

company, partnership, limited partnership or venture, the right to more than 50%

of the distributions therefrom (including liquidating distributions); (iii) in

the case of a trust or estate, including a business trust, a majority of the

beneficial interest therein; and (iv) in the case of any other entity, a

majority of the economic or beneficial interest therein.



       "Dispatch Schedule" means the schedule that shows the required generation

and fuel for the relevant time period as published by the Owner.



       "Effective Date" means the date of this Agreement.



       "Equipment" means all of the mechanical and electrical equipment, pumps,

piping, Rolling Stock and controls of the Facility owned or controlled by the

Owner and used or intended to be used or useable in the generation of electric

power.



       "Facility" is defined in Recital 1.



       "Five Year Forecast" means a rolling five year operation and maintenance

plan and Operating Budget forecast (including major maintenance and capital

repairs, and recommended improvements and additions) prepared by the Operator

based on the Owner's proposed schedule for dispatch of the Facility for the same

period, submitted to the Owner for approval each July 1.



       "Force Majeure" means an event which (i) is not within the reasonable

control of the Party claiming Force Majeure (the "Claiming Party"), (ii) was not

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