CERTIFICATE OF INCORPORATION WITH RESPECT TO
                           NORTHEOLIC PICO GALLO, S.L.

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

     1.- NORTHEOLIC PICO GALLO, 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 LA PLAZA,  CARAVIA BAJA, ASTURIAS 33343 AND
     HAVING ITS OFFICES AT SUCH PLACE,  AND BEING  REGISTERED IN THE  MERCANTILE
     REGISTER  OF ASTURIAS ON PAGE  AS-21714 OF VOLUME  2680,  BOOK 0, FOLIO 13,
     SECTION 8(A).

     2.-  EXCLUDING  PROPER  INCREASES  IN  SHARE  CAPITAL,   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. LUIS  ALFONSO  TEJUCA  PENDAS,  CIVIL LAW
     NOTARY, OFFICIATING IN OVIEDO, ON 18 AUGUST 1999.

     3.-  ACCORDING TO ARTICLE 2 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:

          1.   ADRIAN   PIERA   JIMENEZ   (PRESIDENT),   MARRIED,   OF   SPANISH
               NATIONALITY, RESIDING AT CALLE GUECHO, 61 OF MADRID.

          2.   CINERGY  GLOBAL  POWER INC., A US COMPANY  CONSTITUTED  UNDER THE
               LAWS OF DELAWARE (USA),  WITH DOMICILE IN WILMINGTON,  NEW CASTLE
               COUNTY,  DELAWARE (USA) AND INSCRIBED UNDER NUMBER  2791375-8100,
               DULY  REPRESENTED  BY DEREK  JOHN  SPENCER,  BORN ON 29 MAY 1941,
               MARRIED,  OF  BRITISH  NATIONALITY,  RESIDING  AT 23  PASEO DE LA
               CASTELLANA, 1ST FLOOR, MADRID.

          3.   NORTHEOLIC  S.A., A SPANISH COMPANY WITH DOMICILE IN CARAVIA BAJA
               - ASTURIAS AND INSCRIBED IN THE  MERCANTILE  REGISTER OF ASTURIAS
               (C.I.F.  A-33555020)  REPRESENTED BY EDUARDO  GOMEZ-ACEBO GULLON,
               DIVORCED, OF SPANISH NATIONALITY,  RESIDING IN POZUELO DE ALARCON
               (MADRID).

          4.   CINERGY 2 BV, A DUTCH  COMPANY WITH  DOMICILE IN  ROTTERDAM,  THE
               NETHERLANDS  AND  INSCRIBED  IN THE  REGISTER  OF THE  CHAMBER OF
               COMMERCE OF AMSTERDAM UNDER NUMBER 33256762, REPRESENTED BY MARIA
               GARCIA ARGUELLES.


SIGNED IN MADRID ON 24 APRIL 2000


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