CERTIFICATE OF FORMATION

of

ENERGY SYSTEMS NORTH EAST, LLC

This Certificate of Formation of ENERGY SYSTEMS NORTH EAST, LLC (the "Company") is being executed by the undersigned authorized person for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Sections 18-101, et seq

First: The name of the Company is:

Energy System-is North East, LLC

Second: The registered office of the Company in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801 and the name of the registered agent at that address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of the 26^th day of September, 2000.

                                         DELAWARE CORPORATE SERVICES INC.


                                         By:/s/ Jeanette LaVecchia

                                         Name:    Jeanette LaVecchia
                                         Title.  Vice President