CERTIFICATE OF INCORPORATION WITH RESPECT TO
                                 ESCAMBEO, S.L.

THE UNDERSIGNED, CESAR RODRIGUEZ, ATTORNEY-AT-LAW, OFFICIATING UNDER SPANISH BAR
ASSOCIATION, DECLARES THAT:

     1.- ESCAMBEO,  S.L.  HEREINAFTER  REFERRED TO AS THE  "COMPANY"-IS A CLOSED
     COMPANY WITH LIMITED LIABILITY,  ORGANISED UNDER THE LAWS OF SPAIN,  HAVING
     ITS REGISTERED OFFICE AT SAN PEDRO, PARROQUIA AS NEVES, ORTIGUEIRA, CORUNA,
     GALICIA AND HAVING ITS OFFICES AT SUCH PLACE,  AND BEING  REGISTERED IN THE
     MERCANTILE  REGISTER OF CORUNA ON PAGE  C-23.682  OF VOLUME  2292  (GENERAL
     ARCHIVE SECTION), FOLIO 12.

     2.-  ACCORDING  TO  THE  REGISTRATION  OF  THE  AFOREMENTIONED   MERCANTILE
     REGISTER,  THE ARTICLES OF ASSOCIATION OF THE COMPANY HAVE NOT BEEN AMENDED
     SINCE THE  INCORPORATION OF THE COMPANY,  EXECUTED BEFORE D. EDUARDO MARTIN
     ALCALDE, CIVIL LAW NOTARY, OFFICIATING IN MADRID, ON 17 NOVEMBER 1999.

     3.-  ACCORDING TO ARTICLE 4 OF THE RECENT  ARTICLES OF  ASSOCIATION  OF THE
     COMPANY,  THE PURPOSE OF THE COMPANY IS THE CONSTRUCTION,  INSTALLATION AND
     DEVELOPMENT OF ELECTRICAL ENERGY PRODUCTION SITES,  ESPECIALLY  THROUGH THE
     EXPLOITATION  OF  WIND  FARMS.  THE  LISTED  ACTIVITIES  CAN  BE  DEVELOPED
     INDIRECTLY,  TOTALLY OR PARTIALLY, THROUGH PARTICIPATION IN OTHER COMPANIES
     WITH ANALOGOUS OR IDENTICAL OBJECT.

     4.- THE COMPANY CAN GIVE SECURITIES FOR DEBTS OF GROUP-COMPANIES AND OF ITS
     SHAREHOLDERS.

     5.- THE COMPANY CAN PARTICIPATE IN, MANAGE AND FINANCE THESE ENTERPRISES.

     6.-  ACCORDING  TO  THE  REGISTRATION  OF  THE  AFOREMENTIONED   MERCANTILE
     REGISTER, THE DIRECTORS OF THE COMPANY ARE:

          (A)  DEREK  JOHN  SPENCER,  BORN  29 MAY  1941,  MARRIED,  OF  BRITISH
          NATIONALITY, RESIDING AT 23 PASEO DE LA CASTELLANA, 1ST FLOOR, MADRID.

          (B) MARIA GARCIA  ARGUELLES,  BORN ON 21 FEBRUARY  1970,  MARRIED,  OF
          SPANISH NATIONALITY, RESIDING AT 23 PASEO DE LA CASTELLANA, 1ST FLOOR,
          MADRID.

          (C)  FERNANDO  MOLINA  MARTINEZ,   MARRIED,  OF  SPANISH  NATIONALITY,
          RESIDING  AT 19  CALLE  NAVARRA,  AGUSTIN  DE  GUADALIX,  MADRID.

          (D)  FERNANDO  MOLINA  RODRIGUEZ,  MARRIED,  OF  SPANISH  NATIONALITY,
          RESIDING AT 82 CALLE EDUARDO PONDAL, PONTEVEDRA.


SIGNED IN MADRID ON 24 APRIL 2000


FDO. CESAR RODRIGUEZ GONZALEZ
OVIEDO BAR ASSOCIATION (SPAIN), N(0) 3.133