10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-K
	[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 OR [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number	Exact name of registrants as specified in their charters, State of Organization, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number
33-87902	ESI TRACTEBEL FUNDING CORP. (a Delaware corporation)	04-3255377
33-87902-02	NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (a Massachusetts limited partnership)	04-2955642
33-87902-01	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (a New Jersey limited partnership)	04-2955646
333-52397	ESI TRACTEBEL ACQUISITION CORP. (a Delaware corporation)	65-0827005
333-52397-01	NORTHEAST ENERGY, LP (a Delaware limited partnership)	65-0811248
c/o FPL Energy, LLC 700 Universe Boulevard Juno Beach, Florida 33408 (561) 691-7171
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 9.32% Senior Secured Bonds due 2007, Series A 9.77% Senior Secured Bonds due 2010, Series A 7.99% Secured Bonds due 2011, Series B
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) have been subject to such filing requirements for the past 90 days. Yes [X] No [   ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrants are accelerated filers as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [ ] No [X] As of February 28, 2003, there were issued and outstanding 10,000 shares of ESI Tractebel Funding Corp.'s common stock. As of February 28, 2003, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.
This combined Form 10-K represents separate filings by ESI Tractebel Funding Corp., Northeast Energy Associates, a limited partnership, North Jersey Energy Associates, a limited partnership, ESI Tractebel Acquisition Corp. and Northeast Energy, LP. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to any other registrant.

DEFINITIONS

Acronyms and defined terms used in the text include the following:

Term	Meaning
Acquisition Corp.	ESI Tractebel Acquisition Corp.
Act	Securities Act of 1933, as amended
avoided cost	the incremental cost to an electric utility of electric energy and/or capacity that, but for the purchase from a qualifying facility, such utility would generate itself or purchase from another source
Boston Edison	Boston Edison Company
Broad Street	Broad Street Contract Services, Inc.
Btu	British thermal units, a unit of energy
cogeneration	power production technology that provides for the sequential generation of two or more useful forms of energy from a single primary fuel source
Commonwealth	Commonwealth Electric Company
ESI Energy	ESI Energy, LLC
ESI GP	ESI Northeast Energy GP, Inc.
ESI LP	ESI Northeast Energy LP, Inc.
ESI Northeast Acquisition	ESI Northeast Energy Acquisition Funding, Inc.
ESI Northeast Funding	ESI Northeast Energy Funding, Inc.
ESI Northeast Fuel	ESI Northeast Fuel Management, Inc.
ETURC	ESI Tractebel Urban Renewal Corporation, previously IEC Urban Renewal Corporation
FAS	Statement of Financial Accounting Standards No.
FERC	Federal Energy Regulatory Commission
FPL	Florida Power & Light Company
FPL Energy	FPL Energy, LLC
FPL Group	FPL Group, Inc.
FPL Group Capital	FPL Group Capital Inc
FPLE Operating Services	FPL Energy Operating Services, Inc.
Funding Corp.	ESI Tractebel Funding Corp., previously IEC Funding Corp.
IEC	Intercontinental Energy Corporation, a Massachusetts corporation
JCP&L	Jersey Central Power & Light Company
kwh	kilowatt-hour
Management's Discussion	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Montaup	Montaup Electric Company
MMBtu	millions of Btu
mw	megawatt(s)
NE LLC	Northeast Energy, LLC
NE LP	Northeast Energy, LP
NEA	Northeast Energy Associates, a limited partnership
NJEA	North Jersey Energy Associates, a limited partnership
NEPOOL	New England power pool
New England Power	New England Power Company
Note _	Note _ to Consolidated and Combined Financial Statements or Note _ to Financial Statements, as the case may be
O&M	operations and maintenance
Partners	ESI GP and ESI LP together with Tractebel GP and Tractebel LP
Partnerships	NEA together with NJEA
PJM	Pennsylvania-New Jersey-Maryland power pool
ProGas	ProGas Limited of Alberta, Canada
PSE&G	Public Service Electric & Gas Company of Newark, New Jersey
PURPA	Public Utility Regulatory Policies Act of 1978, as amended
qualifying facilities or QFs	Non-utility power production facilities meeting the requirements of a qualifying facility under PURPA
Reform Act	Private Securities Litigation Reform Act of 1995
Rule 144A	Rule 144A promulgated under the Act
Tractebel	Tractebel, Inc.
Tractebel GP	Tractebel Northeast Generation GP, Inc.
Tractebel LP	Tractebel Associates Northeast LP, Inc.
Tractebel Power	Tractebel Power, Inc.
Trustee	State Street Bank and Trust Company, a Massachusetts banking corporation
Westinghouse	Siemens Westinghouse Operating Services Company
Westinghouse Power	Siemens Westinghouse Power Corporation

CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the safe harbor provisions of the Reform Act, Funding Corp., NEA and NJEA (collectively, the Partnerships), Acquisition Corp. and NE LP (all five entities collectively, the registrants) are hereby filing cautionary statements identifying important factors that could cause the registrants' actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the registrants in this combined Form 10-K, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "projection," "target," "outlook") are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptio ns and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause the registrants' actual results to differ materially from those contained in forward-looking statements made by or on behalf of the registrants.
Any forward-looking statement speaks only as of the date on which such statement is made, and the registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
The following are some important factors that could have a significant impact on the registrants' operations and financial results, and could cause the registrants' actual results or outcomes to differ materially from those discussed in the forward-looking statements:
·	The registrants are subject to changes in laws or regulations, including the PURPA, changing governmental policies and regulatory actions, including those of the FERC, with respect to, but not limited to, acquisition and disposal of assets and facilities, and present or prospective competition.
·	The registrants are subject to extensive federal, state and local environmental statutes, rules and regulations relating to air quality, water quality, waste management, natural resources and health and safety that could, among other things, restrict or limit the use of certain fuels required for the production of electricity. There are significant capital, operating and other costs associated with compliance with these environmental statutes, rules and regulations, and those costs could be even more significant in the future.
·	The registrants operate in a changing market environment influenced by various legislative and regulatory initiatives regarding deregulation, regulation or restructuring of the energy industry, including deregulation of the production and sale of electricity. The registrants will need to adapt to these changes and may face increasing competitive pressure.
·	The Partnerships were developed and are operated as QFs under PURPA and the regulations promulgated thereunder by the FERC. FERC regulations require that at least 5% of a QF's total energy output be useful thermal energy. To meet this requirement, the Partnerships sell steam under long-term sales agreements to two unrelated third parties for use in gas and chemical processing facilities to maintain their QF status. The Partnerships are dependent upon the on-going operations of these facilities. Loss of QF status would entitle one power purchaser to renegotiate the price provisions of its power purchase agreement and one power purchaser to terminate its power purchase agreement.
·	A substantial portion of the output from the Partnerships' power generation facilities is sold under long-term power purchase agreements to four regulated utilities, two of which are under common control. The limited number of power purchasers creates a concentration of counterparty risk. The remaining output from the power generation facilities is sold, from time to time, in the merchant markets. In addition, it is expected that upon expiration of the power purchase agreements, the residual portion of the electrical output will be sold in the merchant market. Merchant plants sell power based on market conditions at the time of sale. The amount and timing of revenues to be received from the merchant markets in the future is uncertain.
·	The operation of power generation facilities involves many risks, including start up risks, breakdown or failure of equipment, transmission lines or pipelines, the dependence on a specific fuel source or the impact of unusual or adverse weather conditions (including natural disasters), as well as the risk of performance below expected levels of output or efficiency. This could result in lost revenues and/or increased expenses. Insurance, warranties or performance guarantees may not cover any or all of the lost revenues or increased expenses, including the cost of replacement power. Breakdown or failure of an operating facility may prevent the facility from performing under applicable power sales agreements which, in certain situations, could result in termination of the agreement or payment of liquidated damages.
·	The registrants use derivative instruments, such as swaps and options, to manage their commodity and financial market risks. The registrants could recognize financial losses as a result of volatility in the market values of these contracts, or if a counterparty fails to perform.
·	In addition to risks discussed elsewhere, risk factors specifically affecting the registrants' success include the ability to efficiently operate generating assets, the price and supply of fuel, transmission constraints, competition from new sources of generation, excess generation capacity and demand for power. There can be significant volatility in market prices for fuel, and there are other financial, counterparty and market risks that are beyond the control of the registrants. The registrants' inability or failure to effectively hedge their assets or positions against changes in commodity prices, interest rates, counterparty credit risk or other risk measures could significantly impair their future financial results.
·	The registrants' results of operations can be affected by changes in the weather. Severe weather can be destructive, causing outages and/or property damage, which could require additional costs to be incurred.
·	The registrants are subject to costs and other effects of legal and administrative proceedings, settlements, investigations and claims; as well as the effect of new, or changes in, tax rates or policies, rates of inflation or accounting standards.
·	The registrants are subject to direct and indirect effects of terrorist threats and activities. Generation and transmission facilities, in general, have been identified as potential targets. The effects of terrorist threats and activities include, among other things, terrorist actions or responses to such actions or threats, the inability to generate, purchase or transmit power, the risk of a significant slowdown in growth or a decline in the U.S. economy, delay in economic recovery in the U.S. and the increased cost and adequacy of security and insurance.
·	The registrants' ability to obtain insurance, and the cost of and coverage provided by such insurance, could be affected by national events as well as registrant-specific events.
·	The registrants are substantially leveraged. The ability of the registrants to make interest and principal payments and fund capital expenditures is dependent on the future performance of the Partnerships. Future performance is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the control of the registrants. The registrants are also subject to restrictive covenants under their debt agreements that will limit the ability to borrow additional funds.
·	All obligations of the Partnerships are non-recourse to the direct and indirect owners of the registrants. Following any default by the Partnerships, security is limited to the owners' economic interests in the Partnerships. The owners have no meaningful revenues other than the distributions they receive from the Partnerships. In the event of default, the ability of the owners to satisfy any obligations will be limited to amounts payable by the Partnerships as distributions.
The issues and associated risks and uncertainties described above are not the only ones the registrants may face. Additional issues may arise or become material as the energy industry evolves. The risks and uncertainties associated with these additional issues could impair the registrants' businesses in the future.

PART I

Item 1. Business

General. NE LP, a Delaware limited partnership, was formed on November 21, 1997 for the purpose of acquiring ownership interests in two partnerships, NEA, a Massachusetts limited partnership, and NJEA, a New Jersey limited partnership, each of which owns an electric power generation station in the northeastern United States. NE LP is jointly owned by ESI GP and ESI LP (indirect wholly-owned subsidiaries of FPL Energy, which is an indirect wholly-owned subsidiary of FPL Group, a company listed on the New York Stock Exchange) and Tractebel GP and Tractebel LP (indirect wholly-owned subsidiaries, through Tractebel and Tractebel Power of Tractebel S.A., a Belgian energy, industrial services and energy services business, and a member of the Suez group). NE LP also formed a wholly-owned entity, NE LLC, to assist in such acquisitions. On January 14, 1998, NE LP and NE LLC acquired all of the interests in the Partnerships from IEC and f rom certain individuals for approximately $545 million, including approximately $10 million of acquisition costs. The acquisition of the Partnerships was accounted for using the purchase method of accounting and was subject to pushdown accounting, which gave rise to a new basis of accounting by the Partnerships.

The Partnerships were formed in 1986 to develop, construct, own, operate and manage the power generation stations. NEA's facility commenced commercial operation in September 1991 and is located in Bellingham, Massachusetts. NJEA's facility commenced commercial operation in August 1991 and is located in Sayreville, New Jersey.

In connection with the acquisitions of the Partnerships' interests, the Funding Corp., a Delaware corporation, was acquired by a subsidiary of ESI Energy, Tractebel Power and Broad Street from IEC. This entity was established in 1994 solely for the purpose of issuing debt. This debt was privately issued under Rule 144A to acquire outstanding bank debt and to lend funds to the Partnerships and was subsequently exchanged for publicly-issued debt.

On November 13, 1997, the Acquisition Corp., a Delaware corporation, was formed. The Acquisition Corp.'s common stock is jointly owned by a subsidiary of ESI Energy and Tractebel Power. On February 12, 1998, the Acquisition Corp. issued $220 million of debt under Rule 144A which was also subsequently exchanged for publicly-issued debt. The proceeds were loaned to NE LP and then distributed to direct subsidiaries of FPL Energy and Tractebel Power. Repayment of the debt is expected to be made from distributions from the Partnerships.

None of the registrants or the Partners have any employees.

Partnerships' Operations. The Partnerships operate in the independent power industry. In the United States, rate-regulated electric utilities have been the dominant producers and suppliers of electric energy since the early 1900s. In 1978, PURPA removed regulatory constraints relating to the production and sale of electric energy by certain non-utility power producers and required electric utilities to buy electricity from certain types of non-utility power producers under certain conditions, thereby encouraging companies other than electric utilities to enter the electric power production market. The Partnerships were created as a result of the PURPA legislation.

Each of the Partnerships owns and derives substantially all of its revenues from a nominal 300 mw combined-cycle cogeneration facility. The facilities were constructed by Westinghouse Power and use natural gas to produce electrical energy and thermal energy in the form of steam. The Partnerships were developed and are operated as qualifying facilities under PURPA and the regulations promulgated thereunder by the FERC. The Partnerships must satisfy certain annual operating and efficiency standards and ownership requirements to maintain qualifying facility status, which exempts the Partnerships from certain federal and state regulations. The Partnerships are, however, not exempt from state regulatory commission general supervisory powers relating to environmental and safety matters.

NEA and NJEA sell substantially all of their output to regulated utilities under power purchase agreements as follows:

Power Purchaser	MW	% of Capacity		Power Purchase Agreement Expiration
NEA:
Boston Edison	135	45	%	September 15, 2016
Boston Edison	84	28		September 15, 2011
Commonwealth	25	8		September 15, 2016
Commonwealth	21	7		September 15, 2016
New England Power	25	8		September 15, 2021
NEA Total	290	96	%
NJEA:
JCP&L	250	83	%	August 13, 2011

The remainder of the net electrical energy produced by the Partnerships is available for sale to the marketplace either directly to third parties or via FPL Energy's power marketing subsidiary. The power purchase agreements provide for substantially continuous delivery of base load power.

Two of the power purchase agreements require the establishment of energy banks to record cumulative payments made by the utilities in excess of avoided cost rates scheduled or specified in such agreements. The energy bank balances bear interest at various rates specified in the agreements. Upon termination of the agreements, with the exception of the NEA power purchase agreement discussed in Note 3 - Energy Bank Balances, some or all of the remaining amounts recorded in the energy banks will be required to be repaid. The energy bank balances are partially secured by letters of credit (see Note 7 - Energy Bank and Loan Collateral).

To meet the FERC regulations for a qualifying facility, both NEA and NJEA sell at least 5% of the thermal energy produced to unrelated third parties. NEA sells steam to a third party which leases a carbon dioxide facility owned by NEA and located on NEA's property. NJEA sells steam to a third party adjacent to the NJEA facility.

In 2002, one of the Partnerships terminated a long-term gas supply agreement effective December 31, 2002 and entered into new replacement long-term gas supply agreements with Tractebel Energy Marketing, Inc. (TEMI) and FPL Energy Power Marketing, Inc. (PMI), respectively, each of which are related to NE LP. These two new agreements, which became effective January 1, 2003, provide the partnership with the same combined quantity of natural gas and with pricing that is more favorable to the partnership than the agreement previously in effect. Before restructuring, the prior agreement provided the partnership with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. Affiliates of TEMI and PMI have guaranteed certain of their respective obligations under the replacement long-term gas supply agreements.

The Partnerships will continue to receive approximately 80% of the natural gas that fuels the Partnerships' facilities through long-term gas supply agreements, including agreements with ProGas and, in the case of NJEA, with PSE&G. Natural gas is transported to, or stored for later use by, the Partnerships pursuant to long-term gas transportation and storage agreements. The remainder of the daily fuel requirements is satisfied by open-market purchases. Certain price escalators under the long-term gas supply agreements are intended to correlate to the price escalators under the power purchase agreements, thereby reducing the risk associated with increases in the price of natural gas.

ESI Northeast Fuel, an indirect wholly-owned subsidiary of FPL Energy, is the fuel manager for the Partnerships and provides fuel management and administrative services by contracting with FPL Energy's power marketing subsidiary.

FPLE Operating Services, a wholly-owned indirect subsidiary of FPL Energy, provides O&M services for the Partnerships. See Management's Discussion - Results of Operations.

Seasonality. The performance of the Partnerships is dependent on ambient conditions (principally air temperature), which affect the efficiency and capacity of the combined-cycle facilities. Payments due to NJEA under the JCP&L power purchase agreement during the winter and summer seasons are substantially higher than those in spring and fall. Otherwise, the business of the Partnerships is not materially subject to seasonal factors.

Environmental. Federal, state and local environmental laws and regulations cover air and water quality, land use, power plant and transmission line siting, lead paint, asbestos, noise and aesthetics, solid waste, natural resources, and other environmental matters. Compliance with these laws and regulations could increase the cost of operating the facilities by requiring, among other things, changes in the design and operation of these facilities. During 2002 and 2001, the registrants spent $0 and $0.3 million, respectively, on capital additions necessary to comply with environmental laws and regulations and do not anticipate incurring such costs in 2003.

Competition. Recent regulatory change has created additional competition in the form of wholesale power marketers that engage in purchase and resale transactions between power producers and power distributors. Although substantially all of the Partnerships' output is committed under the power purchase agreements described above, these factors may adversely affect energy prices under certain power purchase agreements that are tied to the wholesale electric market prices. NE LP and the Partnerships do not expect electric utility industry restructuring to result in any material adverse change to prices under the Partnerships' power purchase agreements. However, the impact of electric utility industry restructuring on the companies that purchase power from the Partnerships is uncertain. Both Massachusetts and New Jersey have enacted legislation designed to deregulate the production and sale of electricity. By allowing wholesale electricity customers to choose their electricity supplier, deregulation is expected to result in a shift from cost-based rates to market-based rates for energy production. Similar initiatives are also being pursued on the federal level.

The Partnerships operate in two power pools. NEA operates in NEPOOL and NJEA operates in PJM, each of which has an independent system operator that manages the wholesale electricity market and the transmission of electricity. While legislators and state regulatory commissions will decide what impact, if any, competitive forces will have on retail transactions, the FERC has jurisdiction over potential changes which could affect competition in wholesale transactions. The FERC has approved various filings submitted by NEPOOL and PJM regarding electric industry deregulation initiatives.

Item 2. Properties

As of December 31, 2002, the Partnerships had the following properties:

Facility Type		Location	Principal Use
NEA cogeneration facility (a)		Bellingham, MA	Power production
NEA carbon dioxide plant (b)		Bellingham, MA	Carbon dioxide production
NEA residential properties (c)		Bellingham, MA	Private residences
NJEA cogeneration facility (b)		Sayreville, NJ	Power production
(a)	Subject to the liens of a first and second mortgage.
(b)	Subject to the lien of a first mortgage.
(c)	NEA owns 12 properties, most with single-family dwellings, located on land immediately adjacent to the facility site. These properties are subject to the lien of a mortgage.

Item 3. Legal Proceedings

On December 31, 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on the power purchase agreement with Montaup in lieu of paying the energy bank balance existing as of that date. The $24.9 million balance as of December 31, 2000 is being amortized into revenue on a straight-line basis over the remaining life of the agreement which expires on September 15, 2021. NEA's accounting treatment reflects the position that, as of December 31, 2000, the energy bank balance represents deferred revenue and is being reduced for the discounted amount of the energy payments on a straight-line basis over the remaining life of the power purchase agreement. The power purchaser, New England Power Company, successor to Montaup (NEP), has disputed this position. NEP contends that the energy bank balance is being adjusted monthly and could require a significant payment by NEA upon termination.

If NEA were unsuccessful in maintaining its position, there would be a material impact on the consolidated financial statements of NE LP and its subsidiaries and combined financial statements of NEA and NJEA. Net income included in the Consolidated Statements of Operations of NE LP and its subsidiaries and Combined Statements of Operations of NEA and NJEA would be reduced by approximately $4.4 million and $3.1 million for the years ended December 31, 2002 and 2001, respectively. The cumulative reduction in net income for the period January 1, 2001 to December 31, 2002 would be approximately $7.5 million. As of December 31, 2002, the Partnerships' books reflect an energy balance of approximately $22.5 million with respect to this power purchase agreement, while the power purchaser indicates an energy bank balance of approximately $30.0 million.

On October 31, 2002, NEP filed a demand for arbitration with the American Arbitration Association in this matter. The site of the arbitration will be Boston, Massachusetts. NEP contends that NEA is incorrectly calculating the energy bank balance, that the balance is increasing and not decreasing, and that the energy bank balance is a debt owed by NEA to NEP, adjusted monthly, and that interest is accrued on the balance. NEP is seeking declarations that it's calculation of the energy bank is correct, and that upon expiration or termination of the power purchase agreement, any positive balance be paid to NEP. NEP is also seeking a determination of the balance of the energy bank, and payment by NEA of attorneys' fees and expenses.

Item 4. Submission of Matters to a Vote of Security Holders

None.

PART II

Item 5. Market for the Registrants' Common Equity and Related Stockholder Matters

This item is not applicable for the registrants.

Item 6. Selected Financial Data
	Years Ended December 31,
	2002		2001		2000		1999		1998
	(Thousands of Dollars)
SELECTED CONSOLIDATED DATA OF NE LP AND SUBSIDIARIES:
Operating revenues	$	390,511	$	364,398	$	337,579	$	336,299	$	302,693
Net income	$	98,139	$	16,703	$	19,636	$	33,303	$	14,098
Total assets	$	1,162,882	$	1,220,024	$	1,282,309	$	1,345,858	$	1,410,343
Long-term debt, excluding current maturities	$	554,614	$	587,232	$	618,720	$	638,880	$	665,213
Energy bank and other liabilities	$	146,868	$	157,919	$	162,908	$	169,037	$	173,508
SELECTED COMBINED DATA OF THE PARTNERSHIPS:
Operating revenues	$	390,511	$	364,398	$	337,579	$	336,299	$	(a)(b)
Net income	$	116,099	$	34,755	$	37,716	$	51,329	$	(a)(b)
Total assets	$	1,158,039	$	1,214,461	$	1,276,271	$	1,339,102	$	1,403,045
Long-term debt, excluding current maturities	$	352,214	$	376,032	$	398,720	$	418,880	$	445,213
Energy bank and other liabilities	$	146,716	$	157,767	$	162,756	$	168,885	$	173,356
SELECTED DATA OF THE FUNDING CORP.:
Operating revenues	$	-	$	-	$	-	$	-	$	-
Net income	$	-	$	-	$	-	$	-	$	-
Total assets	$	376,033	$	398,721	$	418,881	$	445,214	$	468,725
Long-term debt, excluding current maturities	$	352,214	$	376,032	$	398,720	$	418,880	$	445,213
SELECTED DATA OF THE ACQUISITION CORP.:
Operating revenues	$	-	$	-	$	-	$	-	$	-
Net income	$	9	$	9	$	9	$	9	$	8
Total assets	$	211,352	$	220,152	$	220,152	$	220,152	$	220,152
Long-term debt, excluding current maturities	$	202,400	$	211,200	$	220,000	$	220,000	$	220,000

(a)	On January 14, 1998, NE LP and NE LLC acquired all of the interests in the Partnerships from IEC resulting in a new basis of accounting by the Partnerships.
(b)	Split period

	1/1/98 - 1/13/98		1/14/98 - 12/31/98
Operating revenues	$	13,109	$	302,693
Net income	$	2,909	$	30,000

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Notes to Consolidated and Combined Financial Statements contained herein. In the discussion of Results of Operations below, all comparisons are with the corresponding items in the prior year.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles requires management to exercise judgment and make estimates and assumptions where amounts are not subject to precise measurement or are dependent on future events.

Critical accounting policies and estimates, which are important to the portrayal of both the registrants' financial condition and results of operations and which require complex, subjective judgments, are as follows:

Accounting for Derivatives and Hedging Activities - On January 1, 2001, NE LP and the Partnerships adopted FAS 133, "Accounting for Derivatives and Hedging Activities," as amended by FAS 137 and FAS 138 (collectively, FAS 133). NE LP and the Partnerships use derivative instruments (primarily swaps and options) to manage the commodity price risk inherent in fuel purchases as described in Note 2 - Accounting for Derivative Instruments and Hedging Activities and Note 6 - Financial Instruments. These accounting pronouncements, which require the use of fair value accounting if certain conditions are met, apply not only to traditional financial derivative instruments, but to any contract having the accounting characteristics of a derivative.

FAS 133 requires that derivative instruments be recorded on the balance sheet at fair value. Changes in the derivatives' fair values are recognized currently in earnings (in change in fair value of derivatives) unless hedge accounting is applied. While substantially all of NE LP and the Partnerships' derivative transactions are entered into for the purposes described above, hedge accounting is only applied where specific criteria are met and it is practicable to do so. For those transactions for which hedge accounting can be applied, much of the effects of changes in fair value are reflected in other comprehensive income (a component of partners' equity) rather than being recognized in current earnings. Settlement gains and losses are recorded in fuel expense.

Since FAS 133 became effective in 2001, the FASB has discussed and, from time to time, issued implementation guidance related to FAS 133. In particular, much of the interpretive guidance affects when certain contracts for the purchase and sale of power and certain fuel supply contracts can be excluded from the provisions of FAS 133. Despite the large volume of implementation guidance, the standard and supplemental guidance does not provide specific guidance on all contract issues that NE LP and the Partnerships have faced during the past two years. As a result, significant judgment must be used in applying FAS 133 and its interpretations. The interpretation of FAS 133 continues to evolve. One possible result of changes in interpretations could be that certain contracts would have to be recorded on the balance sheets at fair value, with changes in fair value recorded in the income statements. See Note 6.

Energy Bank Balances - Two of the power purchase agreements required the establishment of energy banks to record cumulative payments made by the utilities in excess of avoided cost rates scheduled or specified in such agreements. The energy bank balances bear interest at various rates specified in the agreements. Upon termination of the agreements, with the exception of the NEA power purchase agreement discussed below, some or all of the remaining amounts recorded in the energy banks will be required to be repaid. The energy bank balances are partially secured by letters of credit (see Note 7 - Energy Bank and Loan Collateral).

On December 31, 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on one of the power purchase agreements in lieu of paying the energy bank balance existing as of that date. The $24.9 million balance as of December 31, 2000 is being amortized into revenue on a straight-line basis over the remaining life of the agreement which expires on September 15, 2021. NEA's accounting treatment reflects the position that, as of December 31, 2000, the energy bank balance represents deferred revenue and is being reduced for the discounted amount of the energy payments on a straight-line basis over the remaining life of the power purchase agreement. The power purchaser has disputed this position. It contends that the energy bank balance is growing and could require a significant payment by NEA upon termination. On October 31, 2002, the power purchaser filed a demand for arbitration with the American Arbitration Association in this matter. Based upon advice from legal counsel, NEA i s confident in its interpretation of the contract and related accounting treatment (see Note 3 - Energy Bank Balances).

Major Maintenance - Maintenance expenses are accrued for certain identified major maintenance and repair items related to the Partnerships' facilities. The expenses are accrued ratably over each major maintenance cycle. The amounts accrued relate to maintenance costs required for the equipment to operate over its depreciable life. For the periods ended December 31, 2002, 2001 and 2000, the Partnerships recorded major maintenance expense of $4.7 million, $7.3 million and $4.8 million, respectively. At December 31, 2002 and 2001, the Partnerships had $9.1 million and $11.8 million of accrued major maintenance expense, respectively.

Results of Operations

NE LP for the years ended December 31, 2002 and 2001 - NE LP's net income increased in 2002 primarily due to a gain on restructuring of contracts, higher revenues, net unrealized mark-to-market gains on derivatives and lower interest expense, partially offset by higher fuel costs.

In 2002, the Partnerships restructured certain contracts. In conjunction with these restructurings, NE LP paid fees of approximately $23.9 million of which $23.3 million was funded through capital contributions by it's partners. A gain of approximately $45.1 million was recognized as a result of these restructuring activities.

During 2002, one of the Partnerships entered into two new long-term gas supply agreements with PMI and TEMI which became effective January 1, 2003. These new agreements will provide the partnership with the same combined quantity of natural gas and with pricing that is more favorable to the partnership than the agreement previously in effect. Before restructuring, the prior agreement provided the partnership with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. Affiliates of the suppliers have guaranteed certain of their respective obligations under its new long-term gas supply agreements.

NEA terminated all agreements with its steam sales user and lessee in 2002 and entered into a new operating lease and ancillary agreements with a new lessee effective January 1, 2003 through September 14, 2016. Under the terms of the operating lease agreement, the lessee will operate and maintain NEA's carbon dioxide facility. Base rent under the lease is $0.1 million per month during the winter months as defined in the agreement and $0.2 million per month during the summer months as defined in the agreement. NEA is selling a portion of the steam at a minimum charge of $0.1 million during the winter months (as defined) and $0.2 million during the summer months (as defined). Both the base rent and base steam cost are adjusted every month by the operating results of the facility as defined in the agreement.

Revenues for the year ended December 31, 2002 improved primarily as a result of increased electricity sales prices. Revenues in 2002 were comprised of $386.6 million of power sales to utilities and $3.9 million of steam sales. In 2001, revenues were comprised of $360.6 million of power sales to utilities and $3.8 million of steam sales. Power sales to utilities reflect a decrease in utility energy bank and deferred revenue balances of $25.6 million and $23.1 million in 2002 and 2001, respectively. The decrease in energy bank balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements. See Note 3 - Energy Bank Balances for information regarding an arbitration proceeding relating to energy bank balances.

Fuel expense increased primarily as a result of increased prices of natural gas required to fuel the facilities. These fuel costs were partly offset in each of 2002 and 2001 by $20.8 million of deferred credit amortization for fuel contracts.

NE LP makes scheduled interest and principal payments on its outstanding debt. NE LP is scheduled to make semi-annual principal and interest payments on June 30 and December 30. Interest expense for NE LP decreased in each of 2002 and 2001 as a result of decreasing principal balances on its outstanding debt.

Both Massachusetts and New Jersey have enacted legislation designed to deregulate the production and sale of electricity. By allowing wholesale electricity customers to choose their electricity supplier, deregulation is expected to result in a shift from cost-based rates to market-based rates for energy production. Similar initiatives are also being pursued on the federal level. NE LP does not expect electric utility industry restructuring to result in any material adverse change to prices under the Partnerships' power purchase agreements. However, the impact of electric utility industry restructuring on the companies that purchase power from the Partnerships is uncertain.

NE LP for the years ended December 31, 2001 and 2000 - NE LP's net income declined in 2001 primarily due to increased fuel costs and the adoption of FAS 133, partly offset by higher revenues and lower interest expense from decreasing principal balances on the outstanding debt and energy bank and other liabilities. As a result of FAS 133, earnings of NE LP and the Partnerships' were negatively affected by $3.3 million for the year ended December 31, 2001. For additional information regarding FAS 133, see Note 2 - Accounting for Derivative Instruments and Hedging Activities.

Revenues for the year ended December 31, 2001 improved primarily as a result of increased electricity sales prices. Revenues in 2001 were comprised of $360.6 million of power sales to utilities and $3.8 million of steam sales. In 2000, revenues were comprised of $333.4 million of power sales to utilities and $4.2 million of steam sales. Power sales to utilities reflect a decrease in utility energy bank and deferred revenue balances of $23.1 million and $23.7 million in 2001 and 2000, respectively. The decrease in energy bank balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements. See Note 3 - Energy Bank Balances for information regarding an arbitration proceeding relating to energy bank balances.

Fuel expense increased primarily as a result of the increased price of natural gas required to fuel the facilities. These fuel costs were partly offset in each of 2001 and 2000 by $20.8 million of deferred credit amortization for fuel contracts.

In January 2001, NE LP recorded an unrealized $18.3 million gain as the cumulative effect of adopting FAS 133, representing the effect of those derivative instruments for which hedge accounting was not applied. In addition, for the year ended December 31, 2001, NE LP recorded a net mark-to-market loss of $21.6 million representing the change in fair value of derivative instruments. See Note 2 - Accounting for Derivative Instruments and Hedging Activities.

The Partnerships for the years ended December 31, 2002 and 2001 - The Partnerships' net income increased in 2002 primarily due to the gain on restructuring of contracts, higher revenues, net unrealized mark-to-market gains on derivatives and lower interest expense, partially offset by higher fuel costs.

In 2002, the Partnerships restructured certain contracts. In conjunction with these restructurings, NE LP paid fees of approximately $23.9 million of which $23.3 million was funded through capital contributions by its partners. A gain of approximately $45.1 million was recognized as a result of these restructuring activities.

One of the Partnerships entered into two new long-term gas supply agreements which became effective January 1, 2003. These new agreements will provide the partnership with the same combined quantity of natural gas and with pricing that is more favorable to it than the agreement previously in effect. Before restructuring, the prior agreement provided the Partnership with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. Affiliates of the suppliers have guaranteed certain of their respective obligations under the new long-term gas supply agreements.

Revenues for the year ended December 31, 2002 improved primarily as a result of increased electricity sales prices. Revenues in 2002 were comprised of $386.6 million of power sales to utilities and $3.9 million of steam sales. In 2001, revenues were comprised of $360.6 million of power sales to utilities and $3.8 million of steam sales. Power sales to utilities reflect a decrease in utility energy bank and deferred revenue balances of $25.6 million and $23.1 million in 2002 and 2001, respectively. The decrease in energy bank balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements. See Note 3 - Energy Bank Balances for information regarding an arbitration proceeding related to energy bank balances.

Fuel expense increased primarily as a result of increased prices of natural gas required to fuel the facilities. These fuel costs were partly offset in each of 2002 and 2001 by $20.8 million of deferred credit amortization for fuel contracts.

The Partnerships make scheduled interest and principal payments on their outstanding debt. The Partnerships are scheduled to make semi-annual principal and interest payments on June 30 and December 30. Interest expense for the Partnerships decreased in each of 2002 and 2001 as a result of decreasing principal balances on their outstanding debt.

Both Massachusetts and New Jersey have enacted legislation designed to deregulate the production and sale of electricity. By allowing wholesale electricity customers to choose their electricity supplier, deregulation is expected to result in a shift from cost-based rates to market-based rates for energy production. Similar initiatives are also being pursued on the federal level. The Partnerships do not expect electric utility industry restructuring to result in any material adverse change to prices under the Partnerships' power purchase agreements. However, the impact of electric utility industry restructuring on the companies that purchase power from the Partnerships is uncertain.

The Partnerships for the years ended December 31, 2001 and 2000 - The Partnerships' net income declined in 2001 primarily due to increased fuel costs and the adoption of FAS 133, partly offset by higher revenues and lower interest expense from decreasing principal balances on outstanding debt and energy bank and other liabilities. As a result of FAS 133, earnings of the Partnerships were negatively affected by $3.3 million for the year ended December 31, 2001. For additional information regarding FAS 133, see Note 2 - Accounting for Derivative Instruments and Hedging Activities.

Revenues for the year ended December 31, 2001 improved primarily as a result of increased electricity sales prices. Revenues in 2001 were comprised of $360.6 million of power sales to utilities and $3.8 million of steam sales. In 2000, revenues were comprised of $333.4 million of power sales to utilities and $4.2 million of steam sales. Power sales to utilities reflect a decrease in utility energy bank balances of $23.1 million and $23.7 million in 2001 and 2000, respectively. The decrease in energy bank balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements. See Note 3 - Energy Bank Balances for information regarding an arbitration proceeding relating to energy bank balances.

Fuel expense increased primarily as a result of the increased price of natural gas required to fuel the facilities. These fuel costs were partly offset in each of 2001 and 2000 by $20.8 million of deferred credit amortization for fuel contracts.

In January 2001, the Partnerships recorded an unrealized $18.3 million gain as the cumulative effect of adopting FAS 133, representing the effect of those derivative instruments for which hedge accounting was not applied. In addition, for the year ended December 31, 2001, the Partnerships recorded a net mark-to-market loss of $21.6 million representing the change in fair value of derivative instruments. See Note 2 - Accounting for Derivative Instruments and Hedging Activities.

The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and principal payments on their outstanding debt. Both are scheduled to make semi-annual principal and interest payments on June 30 and December 30. Interest expense for the Funding Corp. decreased in each of 2002 and 2001 as a result of decreasing principal balances on its outstanding debt. Interest expense for the Acquisition Corp. decreased in 2002 due to decreasing principal balances on its outstanding debt.

Subsequent Event - In February 2003, NJEA entered into an agreement to modify the gas index used for calculating the energy price in the power purchase agreement with a New Jersey utility. This modification is effective as of August 14, 2002 with the rate being adjusted annually on August 14th of each year. Since August 14, 2002, the New Jersey utility had been paying for power under the rate that was in effect prior to the modification and in March 2003 the utility paid $9.2 million to NJEA representing the additional amount owed to NJEA using the agreed upon index. Payments for power delivered beginning February 1, 2003 through the end of the term of the power purchase agreement will be made using the agreed upon index. This agreement is subject to the approval of the New Jersey Board of Public Utilities.

New Accounting Rules

Accounting for Asset Retirement Obligations - Beginning in 2003, the registrants will be required to adopt FAS 143, "Accounting for Asset Retirement Obligations." See Note 2 - Accounting for Asset Retirement Obligations.

Guarantees - In November 2002, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." See Note 2 - Guarantees.

Variable Interest Entities (VIEs) - In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities." See Note 2 - Variable Interest Entities (VIEs).

Related Party Information

NE LP and the Partnerships receive O&M, fuel management and administrative services from entities related to FPL Energy. Payments to these entities for these services approximate $3.1 million annually. For additional information see Note 5.

Effective January 2003 one of the Partnerships will receive fuel pursuant to fuel supply agreements with entities related to FPL Energy and Tractebel. For additional information see Note 3.

Liquidity and Capital Resources

The Funding Corp. and the Partnerships - Cash flow generated by the Partnerships during 2002 was sufficient to fund operating expenses as well as fund the debt service requirements of the Funding Corp. Debt maturities of the Funding Corp. will require cash outflows of approximately $348.5 million in principal and interest through 2007, including $59.1 million in 2003. It is anticipated that cash requirements for principal and interest payments in 2003 will be satisfied with operational cash flow. Operational cash flow may be affected by, among other things, changes in laws or regulations, including the PURPA, weather conditions, competition for retail and wholesale customers, availability, pricing and transportation of fuel and other energy commodities, and market demand for energy. See Funding Corp.'s Note 3 to Financial Statements, and Note 4 to Consolidated and Combined Financial Statements - Funding Corp.

Letters of credit were established to satisfy requirements in certain power purchase agreements. These letters of credit can be drawn upon in the event of default under one such agreement, or a termination of the other such agreement at a time when the energy bank balance is positive. See Note 7 to Consolidated and Combined Financial Statements - Energy Bank and Loan Collateral.

The Acquisition Corp. and NE LP - Cash flow generated by NE LP during 2002 was sufficient to fund operating expenses as well as fund the debt service requirements of the Acquisition Corp. and the Funding Corp. Debt maturities of the Acquisition Corp. and the Funding Corp. will require cash outflows of approximately $485.9 million in principal and interest through 2007, including $84.6 million in 2003. It is anticipated that cash requirements for principal and interest payments in 2003 will be satisfied with operational cash flow. Operational cash flow may be affected by, among other things, changes in laws or regulations, including the PURPA, weather conditions, competition for retail and wholesale customers, availability, pricing and transportation of fuel and other energy commodities, and market demand for energy. See Acquisition Corp.'s Note 3 to Financial Statements, and Note 4 to Consolidated and Combined Financial Statements - Acquisition Corp.

Letters of credit were established to satisfy requirements in certain power purchase agreements. These letters of credit can be drawn upon in the event of default under one such agreement, or a termination of the other such agreement at a time when the energy bank balance is positive. See Note 7 to Consolidated and Combined Financial Statements - Energy Bank and Loan Collateral.

The long-term contractual obligations of NE LP and the Partnerships at December 31, 2002 were as follows:

NE LP AND THE PARTNERSHIPS
December 31, 2002
(Thousands of Dollars)

	2003		2004 - 05		2006 - 07		Thereafter		Total
CONTRACTUAL OBLIGATIONS
Long-term debt	$	32,618	$	91,513	$	141,861	$	321,240	$	587,232
Operating leases		249		534		582		1,395		2,760
Other long-term obligations:
Energy bank liability		-		-		-		142,268		142,268
Administrative agreement		600		1,200		1,200		6,000		9,000
O&M agreement		1,500		3,000		3,000		12,000		19,500
Fuel management agreement		900		1,800		1,800		13,500		18,000
Total contractual obligations	$	35,867	$	98,047	$	148,443	$	496,403	$	778,760

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

All financial instruments and positions held by NE LP and the Partnerships described below are held for purposes other than trading.

Interest rate risk - The fair value of NE LP's and the Partnerships' long-term debt is affected by changes in interest rates. The following presents the sensitivity of the fair value of debt to a hypothetical 10% decrease in interest rates which is a reasonable near-term market change:

		December 31, 2002
			Carrying Value		Estimated Fair Value			Hypothetical Increased Estimated Fair Value
		(Thousands of Dollars)
Long-term debt of NE LP / Acquisition Corp.		$	211,200	$	190,080	(a)	$	196,236
Long-term debt of Partnerships / Funding Corp.		$	376,032	$	357,558	(a)	$	370,584
(a)	Based on the bid price of the bonds as of December 31, 2002.

Commodity price risk - The prices received by the Partnerships for power sales under their long-term contracts do not move precisely in tandem with the prices paid by the Partnerships for natural gas. To mitigate the price risk associated with purchases of natural gas, the Partnerships may, from time to time, enter into certain transactions either through public exchanges or by means of over-the-counter transactions with specific counterparties. The Partnerships mitigate their risk associated with purchases of natural gas through the use of natural gas swap agreements and options. The swap agreements require the Partnerships to pay a fixed price (absolutely or within a specified range) in return for a variable price on specified notional quantities of natural gas. The options consist of purchase call options to establish a maximum price for natural gas, and written call and put options were executed to offset the cost of the purchased call options.

The registrants use a value-at-risk (VaR) model to measure market risk in its mark-to-market portfolio. The VaR is the estimated loss based on a one-day holding period at a 95% confidence level using an historical simulation methodology. As of December 31, 2002 and 2001, the VaR figures for hedges in Accumulated Other Comprehensive Income (Loss) (in thousands) are as follows:

December 31, 2001	$	1,104
December 31, 2002	$	1,196
Average for the period ended December 31, 2002	$	1,747

Item 8. Financial Statements and Supplementary Data

INDEPENDENT AUDITORS' REPORT

NORTHEAST ENERGY, LP
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP:

We have audited the accompanying consolidated balance sheets of Northeast Energy, LP (a partnership) and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, partners' equity, and cash flows for each of the three years in the period ended December 31, 2002, and the combined balance sheets of Northeast Energy Associates, a limited partnership, and North Jersey Energy Associates, a limited partnership, two of the subsidiaries of Northeast Energy, LP (collectively, with Northeast Energy, LP, "the Partnerships"), as of December 31, 2002 and 2001, and the related combined statements of operations, partners' equity, and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the respective Partnerships' management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated or combined financial statements present fairly, in all material respects, the financial position of Northeast Energy, LP and its subsidiaries and the financial position of Northeast Energy Associates, a limited partnership, and North Jersey Energy Associates, a limited partnership, as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated and combined financial statements, in 2001 the Partnerships changed their method of accounting for derivative instruments to conform to Statement of Financial Accounting Standards No. 133.

DELOITTE & TOUCHE LLP
Certified Public Accountants

West Palm Beach, Florida
March 27, 2003

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)

			December 31,
			2002		2001
ASSETS
Current assets:
	Cash and cash equivalents		$	45,878	$	45,003
	Accounts receivable			42,632		33,808
	Due from related party			1,623		1,757
	Spare parts inventories			9,735		10,787
	Fuel inventories			7,832		7,132
	Prepaid expenses and other current assets			7,900		188
		Total current assets		115,600		98,675
Non-current assets:
	Deferred debt issuance costs (net of accumulated amortization of $3,067 and $2,443, respectively)			3,893		4,517
	Land			4,712		4,712
	Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $108,583 and $87,190, respectively)			410,509		428,878
	Power purchase agreements (net of accumulated amortization of $260,595 and $205,538, respectively)			628,161		683,218
	Other assets			7		24
		Total non-current assets		1,047,282		1,121,349
TOTAL ASSETS			$	1,162,882	$	1,220,024
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.		$	23,818	$	22,688
	Current portion of notes payable - the Acquisition Corp.			8,800		8,800
	Accounts payable			16,689		15,371
	Due to related parties			7,425		4,035
	Other accrued expenses			8,495		14,799
		Total current liabilities		65,227		65,693
Non-current liabilities:
	Deferred credit - fuel contracts			161,039		250,889
	Notes payable - the Funding Corp.			352,214		376,032
	Note payable - the Acquisition Corp.			202,400		211,200
	Energy bank and other liabilities			146,868		157,919
	Lease payable			878		929
		Total non-current liabilities		863,399		996,969
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners			4,482		3,029
	Limited partners			226,571		155,413
	Accumulated other comprehensive income (loss)			3,203		(1,080	)
		Total partners' equity		234,256		157,362
TOTAL LIABILITIES AND PARTNERS' EQUITY			$	1,162,882	$	1,220,024
The accompanying notes are an integral part of these consolidated financial statements.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of Dollars)

			Years Ended December 31,
			2002			2001			2000
REVENUES			$	390,511		$	364,398		$	337,579
COSTS AND EXPENSES:
	Fuel			177,260			174,093			145,827
	Operations and maintenance			13,513			16,630			14,512
	Depreciation and amortization			76,468			75,624			74,501
	General and administrative			9,221			8,219			8,546
		Total costs and expenses		276,462			274,566			243,386
OPERATING INCOME				114,049			89,832			94,193
OTHER EXPENSE (INCOME):
	Gain on restructuring of contracts			(45,098	)		-			-
	Amortization of debt issuance costs			624			636			632
	Interest expense			68,411			71,501			76,626
	Interest income			(725	)		(2,295	)		(2,701	)
	Change in fair value of derivatives			(7,302	)		21,555			-
		Total other expense - net		15,910			91,397			74,557
Income (loss) before cumulative effect of a change in accounting principle				98,139			(1,565	)		19,636
Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"				-			18,268			-
NET INCOME			$	98,139		$	16,703		$	19,636
The accompanying notes are an integral part of these consolidated financial statements.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)

				Years Ended December 31,
				2002			2001			2000
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	98,139		$	16,703		$	19,636
	Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation and amortization		77,092			76,260			75,133
			Amortization of fuel contracts		(20,846	)		(20,846	)		(20,848	)
			Gain on restructuring of contracts		(45,098	)		-			-
			Cash paid for restructuring of contracts		(23,906	)		-			-
			Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"		-			(18,268	)		-
			FAS 133 - accumulated other comprehensive income (loss)		4,283			(1,080	)		-
			Increase in accounts receivable		(8,824	)		(951	)		(525	)
			(Increase) decrease in due from related party		134			1,005			(2,610	)
			Increase in other current assets		(7,360	)		(2,611	)		(823	)
			Increase (decrease) in accounts payable and accrued expenses		(4,986	)		23,073			7,545
			Decrease in energy bank and other liabilities		(11,051	)		(9,746	)		(6,129	)
			Increase (decrease) in due to related parties		3,389			3,081			(352	)
			Decrease in lease payable		(51	)		(40	)		(27	)
		Net cash provided by operating activities			60,915			66,580			71,000
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures				(3,024	)		(1,769	)		(5,350	)
		Net cash used in investing activities			(3,024	)		(1,769	)		(5,350	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Contributions from partners				23,331			-			-
	Principal payments on the Acquisition Corp. notes				(8,800	)		-			-
	Principal payments on the Funding Corp. notes				(22,688	)		(20,160	)		(26,332	)
	Distributions to partners				(48,859	)		(35,008	)		(37,043	)
		Net cash used in financing activities			(57,016	)		(55,168	)		(63,375	)
Net increase in cash and cash equivalents					875			9,643			2,275
Cash and cash equivalents at beginning of period					45,003			35,360			33,085
Cash and cash equivalents at end of period				$	45,878		$	45,003		$	35,360
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest			$	54,797		$	56,878		$	59,005
The accompanying notes are an integral part of these consolidated financial statements.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
Years Ended December 31, 2002, 2001 and 2000
(Thousands of Dollars)

		General Partners			Limited Partners			Accumulated Other Comprehensive Income (Loss)(a)			Partners' Equity
Balances, December 31, 1999		$	3,882		$	190,272		$	-		$	194,154
	Net income		393			19,243			-			19,636
	Distributions to partners		(741	)		(36,302	)		-			(37,043	)
Balances, December 31, 2000			3,534			173,213			-			176,747
	Net income		334			16,369			-			16,703
	Distributions to partners		(839	)		(34,169	)		-			(35,008	)
	Other comprehensive loss		-			-			(1,080	)		(1,080	)
Balances, December 31, 2001			3,029			155,413			(1,080	)		157,362
	Net income		1,963			96,176			-			98,139
	Contributions from partners		467			22,864			-			23,331
	Distributions to partners		(977	)		(47,882	)		-			(48,859	)
	Other comprehensive income		-			-			4,283			4,283
Balances, December 31, 2002		$	4,482		$	226,571		$	3,203		$	234,256

(a) Comprehensive income, which includes net income and other comprehensive income (loss), totaled $102,422, $15,623 and $19,636 in 2002, 2001 and 2000, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
COMBINED BALANCE SHEETS
(Thousands of Dollars)

			December 31,
			2002		2001
ASSETS
Current assets:
	Cash and cash equivalents		$	44,943	$	43,969
	Accounts receivable			42,632		33,808
	Due from related party			1,616		1,757
	Spare parts inventories			9,735		10,787
	Fuel inventories			7,832		7,132
	Prepaid expenses and other current assets			7,892		176
		Total current assets		114,650		97,629
Non-current assets:
	Land			4,712		4,712
	Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $108,583 and $87,190, respectively)			410,509		428,878
	Power purchase agreements (net of accumulated amortization of $260,595 and $205,538, respectively)			628,161		683,218
	Other assets			7		24
		Total non-current assets		1,043,389		1,116,832
TOTAL ASSETS			$	1,158,039	$	1,214,461
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.		$	23,818	$	22,688
	Accounts payable			16,689		15,371
	Due to related parties			7,430		4,035
	Other accrued expenses			8,495		14,813
		Total current liabilities		56,432		56,907
Non-current liabilities:
	Deferred credit - fuel contracts			161,039		250,889
	Notes payable - the Funding Corp.			352,214		376,032
	Energy bank and other liabilities			146,716		157,767
	Lease payable			878		929
		Total non-current liabilities		660,847		785,617
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners			4,376		3,731
	Limited partners			433,181		369,286
	Accumulated other comprehensive income (loss)			3,203		(1,080	)
		Total partners' equity		440,760		371,937
TOTAL LIABILITIES AND PARTNERS' EQUITY			$	1,158,039	$	1,214,461
The accompanying notes are an integral part of these combined financial statements.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
COMBINED STATEMENTS OF OPERATIONS
(Thousands of Dollars)

			Years Ended December 31,
			2002			2001			2000
REVENUES			$	390,511		$	364,398		$	337,579
COSTS AND EXPENSES:
	Fuel			177,260			174,093			145,827
	Operations and maintenance			13,513			16,630			14,512
	Depreciation and amortization			76,468			75,624			74,501
	General and administrative			9,221			8,219			8,546
		Total costs and expenses		276,462			274,566			243,386
OPERATING INCOME				114,049			89,832			94,193
OTHER EXPENSE (INCOME):
	Gain on restructuring of contracts			(45,098	)		-			-
	Interest expense			51,009			53,921			59,048
	Interest income			(659	)		(2,131	)		(2,571	)
	Change in fair value of derivatives			(7,302	)		21,555			-
		Total other (income) expense - net		(2,050	)		73,345			56,477
Income before cumulative effect of a change in accounting principle				116,099			16,487			37,716
Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"				-			18,268			-
NET INCOME			$	116,099		$	34,755		$	37,716
The accompanying notes are an integral part of these combined financial statements.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
COMBINED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)

				Years Ended December 31,
				2002			2001			2000
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	116,099		$	34,755		$	37,716
	Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation and amortization		76,468			75,624			74,501
			Amortization of fuel contracts		(20,846	)		(20,846	)		(20,848	)
			Gain on restructuring of contracts		(45,098	)		-			-
			Cash paid for restructuring of contracts		(23,906	)		-			-
			Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"		-			(18,268	)		-
			FAS 133 - accumulated other comprehensive income (loss)		4,283			(1,080	)		-
			Increase in accounts receivable		(8,824	)		(951	)		(525	)
			(Increase) decrease in due from related party		141			1,005			(2,610	)
			Increase in other current assets		(7,364	)		(2,599	)		(857	)
			Increase (decrease) in accounts payable and accrued expenses		(5,001	)		22,966			7,518
			Decrease in energy bank and other liabilities		(11,051	)		(9,746	)		(6,129	)
			Increase (decrease) in due to related parties		3,395			3,193			(325	)
			Decrease in lease payable		(51	)		(40	)		(27	)
		Net cash provided by operating activities			78,245			84,013			88,414
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures				(3,024	)		(1,769	)		(5,350	)
		Net cash used in investing activities			(3,024	)		(1,769	)		(5,350	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Contributions from partners				23,331			-			-
	Principal payments on notes				(22,688	)		(20,160	)		(26,332	)
	Distributions to partners				(74,890	)		(52,586	)		(54,405	)
		Net cash used in financing activities			(74,247	)		(72,746	)		(80,737	)
Net increase in cash and cash equivalents					974			9,498			2,327
Cash and cash equivalents at beginning of period					43,969			34,471			32,144
Cash and cash equivalents at end of period				$	44,943		$	43,969		$	34,471
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest			$	37,395		$	39,300		$	41,427
The accompanying notes are an integral part of these combined financial statements.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
COMBINED STATEMENTS OF PARTNERS' EQUITY
Years Ended December 31, 2002, 2001 and 2000
(Thousands of Dollars)

		General Partners			Limited Partners			Accumulated Other Comprehensive Income (Loss)(a)			Partners' Equity
Balances, December 31, 1999		$	4,075		$	403,462		$	-		$	407,537
	Net income		378			37,338			-			37,716
	Distributions to partners		(544	)		(53,861	)		-			(54,405	)
Balances, December 31, 2000			3,909			386,939			-			390,848
	Net income		348			34,407			-			34,755
	Distributions to partners		(526	)		(52,060	)		-			(52,586	)
	Other comprehensive loss		-			-			(1,080	)		(1,080	)
Balances, December 31, 2001			3,731			369,286			(1,080	)		371,937
	Net income		1,161			114,938			-			116,099
	Contributions from partners		233			23,098			-			23,331
	Distributions to partners		(749	)		(74,141	)		-			(74,890	)
	Other comprehensive income		-			-			4,283			4,283
Balances, December 31, 2002		$	4,376		$	433,181		$	3,203		$	440,760

(a) Comprehensive income, which includes net income and other comprehensive income (loss), totaled $120,382, $33,675 and $37,716 in 2002, 2001 and 2000, respectively.

The accompanying notes are an integral part of these combined financial statements.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Years Ended December 31, 2002, 2001 and 2000

1. Nature of Business

Northeast Energy, LP (NE LP), a Delaware limited partnership, was formed on November 21, 1997 for the purpose of acquiring ownership interests in two partnerships, each of which owns an electric power generation station in the northeastern United States (Northeast Energy Associates, a limited partnership (NEA) and North Jersey Energy Associates, a limited partnership (NJEA), collectively the Partnerships). NE LP is jointly owned by subsidiaries of ESI Energy, LLC (ESI Energy) and Tractebel Power, Inc. (Tractebel Power). ESI Energy is wholly-owned by FPL Energy, LLC (FPL Energy), which is an indirect wholly-owned subsidiary of FPL Group, Inc., a company listed on the New York Stock Exchange. Tractebel Power is a direct wholly-owned subsidiary of Tractebel, Inc., which is a direct wholly-owned subsidiary of Tractebel S.A., a Belgian energy, industrial services and energy services business, and a member of the Suez group. NE LP also formed a wholly-owned subsidiary, Northeast Energy, LLC (NE LLC) to assist in such acquisitions. NE LP had no financial activity prior to January 1, 1998.

On January 14, 1998, NE LP and NE LLC acquired all of the interests in the Partnerships from Intercontinental Energy Corporation (IEC), a Massachusetts corporation. NE LP holds a one percent (1%) general partner interest and a ninety-eight percent (98%) limited partner interest in the Partnerships; NE LLC holds the remaining one percent (1%) limited partner interest.

The Partnerships were formed in 1986 to develop, construct, own, operate and manage two separate nominal 300 megawatt (mw) combined-cycle cogeneration facilities. NEA's facility is located in Bellingham, Massachusetts and NJEA's facility is located in Sayreville, New Jersey. NEA commenced commercial operation in September 1991 and NJEA commenced commercial operation in August 1991. The Partnerships operate in the independent power industry and have been granted permission by the FERC to operate as qualifying facilities as defined in the Public Utility Regulatory Policies Act of 1978, as amended and as defined in federal regulations.

In connection with the acquisitions of the Partnerships' interests, an existing special purpose funding corporation was also acquired from IEC by an entity affiliated with FPL Energy and Tractebel Power. Additionally, as a means of funding portions of the purchase price of the acquisitions of the Partnerships, ESI Tractebel Acquisition Corp. (Acquisition Corp.), also an affiliate of FPL Energy and Tractebel Power, was formed. On February 12, 1998, the Acquisition Corp. issued new debt securities which were registered with the Securities and Exchange Commission in an exchange offer. The proceeds were loaned to NE LP and then distributed to certain direct subsidiaries of FPL Energy and Tractebel Power. Repayment of the debt is expected to be made from distributions from the Partnerships and is guaranteed by all interests in the Partnerships. See Note 4 for additional information.

The partners share profits and losses and have interests in assets and liabilities and cash flows in proportion to their tax basis capital accounts. Distributions to the partners may be made only after all funding requirements of the Partnerships have been met, as described in the trust indenture relating to the debt issued by the Acquisition Corp.

2. Summary of Significant Accounting Policies

Basis of Presentation - The accompanying consolidated financial statements include the accounts of NE LP and subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The accompanying combined financial statements include the accounts of NEA and NJEA for all periods and are combined based on common ownership. All material intercompany transactions have been eliminated in the combination. Certain amounts included in prior years' consolidated and combined financial statements have been reclassified to conform to the current year's presentation.

Impairment of Long-Lived Assets - NE LP and the Partnerships (collectively, the registrants) evaluate on an ongoing basis the recoverability of their assets and related intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable as described in FAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

Goodwill and Other Intangible Assets - Effective January 1, 2002, the registrants adopted FAS 142, "Goodwill and Other Intangible Assets." FAS 142 requires the carrying amount of intangible assets that do not meet the criteria for recognition apart from goodwill to be reclassified as goodwill. The registrants do not have any intangible assets that require such reclassification. FAS 142 also requires each of the registrants to reassess the useful lives and method of amortization of its intangible assets. FAS 142 did not have a material effect on the registrants' financial statements.

Accounting for Asset Retirement Obligations - Effective January 1, 2003, the registrants adopted FAS 143, "Accounting for Asset Retirement Obligations." The statement requires that a liability for the fair value of an asset retirement obligation be recognized in the period in which it is incurred with the offsetting associated asset retirement cost capitalized as part of the carrying amount of the long-lived asset. The asset retirement cost is subsequently allocated to expense using a systematic and rational method over the useful life of the related assets. Changes in the asset retirement obligation resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense. The implementation of FAS 143 did not have a material effect on the registrant's financial statements.

Guarantees - In November 2002, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. (FIN) 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." The interpretation requires that guarantors recognize at the inception of a guarantee a liability for the fair value of the obligation undertaken in issuing the guarantee. Although the initial recognition and measurement provisions of the interpretation are to be applied on a prospective basis to guarantees issued or modified after December 31, 2002, the disclosure requirements are effective for financial statements periods ending after December 15, 2002. See Note 7 - Commitments and Contingencies.

Variable Interest Entities (VIEs) - In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities." The interpretation will require the registrants to assess the variable interests they hold and to determine if those entities are VIEs. If a registrant holds the majority of the variable interests in a VIE that was in existence at January 31, 2003, it will be required to consolidate that entity on July 1, 2003. For interests in VIEs created after January 31, 2003, the new rules must be applied immediately. The registrants are in the process of evaluating the effects that FIN 46 would have on their interests in entities not currently consolidated.

Cash and Cash Equivalents - Investments purchased with an original maturity of three months or less are considered cash equivalents. Excess cash is invested in high-grade money market accounts and commercial paper and is subject to minimal credit and market risk. At December 31, 2002 and 2001, the recorded amount of cash approximates its fair value.

Accounts Receivable and Revenue - Accounts receivable primarily consist of receivables from three Massachusetts utilities and one New Jersey utility for electricity delivered and sold under six power purchase agreements. Prices are based on initial floor prices per kilowatt-hour (kwh), subject to adjustment based on actual volumes of electricity purchased, fixed escalation factors and other conditions. Revenue is recognized based on power delivered at rates stipulated in the power purchase agreements, except that revenue is deferred to the extent that stipulated rates are in excess of amounts, either scheduled or specified, in the agreements to the extent the Partnerships have an obligation to repay such excess. The amount deferred is reflected on the balance sheets in energy bank and other liabilities. Revenue from steam sales is recognized upon delivery.

Cogeneration Facilities, Carbon Dioxide Facility and Other Assets - The facilities and other assets are depreciated using the straight-line method over their estimated useful lives ranging from 5 to 34 years.

Major Maintenance - Maintenance expenses are accrued for certain identified major maintenance and repair items related to the Partnerships' facilities. The expenses are accrued ratably over each major maintenance cycle. The amounts accrued relate to maintenance costs required for the equipment to operate over its depreciable life. For the periods ended December 31, 2002, 2001 and 2000, the Partnerships recorded major maintenance expense of $4.7 million, $7.3 million and $4.8 million, respectively. At December 31, 2002 and 2001, the Partnerships had $9.1 million and $11.8 million of accrued major maintenance expense, respectively.

Inventories - Fuel inventories consist of natural gas and fuel oil and are stated at the lower of cost, determined on an average cost basis, or market. Spare parts inventories are stated at lower of cost or market and are determined by specific identification.

Power Purchase Agreements - The fair value of the power purchase agreements acquired are being amortized over the respective agreement periods, ranging from 14 to 24 years, on a straight-line basis or matched to scheduled fixed-price increases under the power purchase agreements, as applicable.

Fuel Contract - The fair value of the remaining fuel contract which was acquired is being amortized on a straight-line basis over the 16 year contractual term of the contract.

Natural Gas Hedging Instruments - Periodic settlements on natural gas swap agreements are recognized as adjustments to fuel costs at monthly settlement dates. Purchases of natural gas under forward purchase agreements are accounted for as fuel costs at their contract price at delivery. See Note 6.

Deferred Debt Issuance Costs - Deferred debt issuance costs of NE LP are being amortized over the approximate 14-year term of the Acquisition Corp.'s note payable using the effective interest method.

Income Taxes - Partnerships are not taxable entities for federal and state income tax purposes. As such, no provision has been made for income taxes since such taxes, if any, are the responsibilities of the individual partners.

Accounting for Derivative Instruments and Hedging Activities - Effective January 1, 2001, NE LP and the Partnerships adopted FAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by FAS 137 and 138 (collectively, FAS 133). As a result, beginning in January 2001, derivative instruments are recorded on NE LP's and the Partnerships' balance sheets as either an asset (in prepaid expenses and other current assets) or liability (in other accrued expenses) measured at fair value. NE LP and the Partnerships use derivative instruments (primarily swaps and options) to manage the commodity price risk inherent in fuel purchases.

For NE LP and the Partnerships, changes in the derivatives' fair values are recognized currently in earnings (in change in fair value of derivatives) unless hedge accounting is applied. While substantially all of NE LP's and the Partnerships' derivative transactions are entered into for the purposes described above, hedge accounting is only applied where specific criteria are met and it is practicable to do so. In order to apply hedge accounting, the transaction must be designated as a hedge and it must be highly effective. The hedging instrument's effectiveness is assessed utilizing regression analysis at the inception of the hedge and on at least a quarterly basis throughout its life. Hedges are considered highly effective when a correlation coefficient of .8 or higher is achieved. All of the transactions that NE LP and the Partnerships have designated as hedges are cash flow hedges. The effective portion of the gain or loss on a derivative instrument designated as a cash flow hedge is reported as a compon ent of other comprehensive income and is reclassified into net income in the period(s) during which the transaction being hedged affects earnings. The ineffective portion of these hedges flows through earnings in the current period. Settlement gains and losses are passed through fuel expense.

In January 2001, NE LP and the Partnerships recorded an unrealized $18.3 million gain as the cumulative effect of adopting FAS 133, representing the effect of those derivative instruments for which hedge accounting was not applied. For those contracts where hedge accounting was applied, the adoption of the new rules resulted in a credit of approximately $4.3 million to other comprehensive income in 2002 for NE LP and the Partnerships.

Accumulated other comprehensive income (loss) is separately displayed in NE LP's and the Partnerships' balance sheets. Included in NE LP's and the Partnerships' accumulated other comprehensive income at December 31, 2002 is approximately $3.2 million of net unrealized gains associated with cash flow hedges of forecasted fuel purchases through December 2003, all of which is expected to be reclassified into net income within the next twelve months. Accumulated other comprehensive income of NE LP and the Partnerships of approximately a $6.6 million gain was reclassified into net income for the twelve months ended December 31, 2002. Within other comprehensive income, approximately $10.9 million represents the effective portion of the net gain on cash flow hedges during the twelve months ended December 31, 2002.

Comprehensive income below includes net income and net unrealized gains (losses) on cash flow hedges of forecasted fuel purchases for both NE LP and the Partnerships of approximately $4.3 million, and ($1.1) million for the years ended December 31, 2002 and 2001, respectively.

	Comprehensive Income Twelve Months Ended December 31,
	2002		2001		2000
	(Thousands of Dollars)
NE LP	$	102,422	$	15,623	$	19,636
The Partnerships	$	120,382	$	33,675	$	37,716

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3. Cogeneration Facilities, Power Purchase Agreements and Carbon Dioxide Facility

Power Purchase Agreements - In 1986, NEA entered into three power purchase agreements with three Massachusetts utilities, and in 1988, NEA entered into two power purchase agreements with two Massachusetts utilities. Under the five power purchase agreements, NEA agreed to sell approximately 290 mw per year at initial floor prices per kwh subject to adjustment based on actual volumes purchased, fixed escalation factors and other conditions. Performance under certain of these agreements is secured by a second mortgage on the NEA facility. In 1987, NJEA entered into an agreement with a New Jersey utility to sell 250 mw per year at an initial fixed price per kwh subject to adjustments, as defined in the agreement. These power purchase agreements have initial terms with expiration dates ranging from 2011 to 2021. The majority of the Partnerships' power sales to utilities are generated through these agreements. As such, the Partnerships are directly affected by changes in the power generation industry. Substant ially all of the Partnerships' accounts receivable are with these utilities. The Partnerships do not require collateral or other security to support these receivables. However, management does not believe significant credit risk exists at December 31, 2002.

For the years ended December 31, 2002, 2001 and 2000, power sale revenues from two different utilities accounted for approximately 39% and 49%, 41% and 46%, and 42% and 42%, respectively, of total consolidated and combined revenues excluding energy bank revenues.

Both Massachusetts and New Jersey have enacted legislation designed to deregulate the production and sale of electricity. While NE LP and the Partnerships do not expect electric utility industry restructuring to result in any material adverse change to prices under the Partnerships' power purchase agreements, the impact of electric utility industry restructuring on the companies that purchase power from the Partnerships is uncertain.

Energy Bank Balances - Two of the power purchase agreements required the establishment of energy banks to record cumulative payments made by the utilities in excess of avoided cost rates scheduled or specified in such agreements. The energy bank balances bear interest at various rates specified in the agreements. Upon termination of the agreements, with the exception of the NEA power purchase agreement discussed below, some or all of the remaining amounts recorded in the energy banks will be required to be repaid. The energy bank balances are partially secured by letters of credit (see Note 7 - Energy Bank and Loan Collateral).

On December 31, 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on one of the power purchase agreements in lieu of paying the energy bank balance existing as of that date. The $24.9 million balance as of December 31, 2000 is being amortized into revenue on a straight-line basis over the remaining life of the agreement which expires on September 15, 2021. NEA's accounting treatment reflects the position that, as of December 31, 2000, the energy bank represents deferred revenue and is being reduced for the discounted amount of the energy payments on a straight-line basis over the remaining life of the power purchase agreement. The power purchaser has disputed this position. It contends that the energy bank balance is growing and could require a significant payment by NEA upon termination. On October 31, 2002, the power purchaser filed a demand for arbitration with the American Arbitration Association in this matter. Based upon advice from legal counsel, NEA is confid ent in its interpretation of the contract and related accounting treatment.

If NEA were unsuccessful in maintaining its position, there would be a material impact on the consolidated financial statements of NE LP and its subsidiaries and combined financial statements of NEA and NJEA. Net income included in the Consolidated Statements of Operations of NE LP and its subsidiaries and Combined Statements of Operations of NEA and NJEA would be reduced by approximately $4.4 million and $3.1 million for the years ended December 31, 2002 and 2001, respectively. The cumulative reduction in net income for the period January 1, 2001 to December 31, 2002 would be approximately $7.5 million. As of December 31, 2002, the Partnerships' books reflect a balance of approximately $22.5 million with respect to this power purchase agreement, while the power purchaser indicates an energy bank balance of approximately $30.0 million.

Steam Sales Agreements and Carbon Dioxide Facility - In order for the Partnerships' facilities to maintain qualifying facility status, the facilities are required to generate five percent of the thermal energy produced for sale to unrelated third parties. In 1990, NEA entered into an amended and restated steam sales agreement with a processor and seller of carbon dioxide. The amended and restated NEA steam sales agreement extended for the same term as the carbon dioxide facility's lease, with automatic extension for any renewal period under that lease. Pursuant to the steam sales agreement, NEA sold a portion of the steam generated by the NEA facility at a price that fluctuated based on changes in the price of a specified grade of fuel oil. In conjunction with this contract, NEA constructed the carbon dioxide facility and, in 1989, entered into a 16-year agreement to lease the facility to the steam user. Base rent under the lease was $0.1 million per month, adjusted by the operating results of the facili ty as outlined in the lease agreement. Additionally, NEA paid the steam user $0.1 million annually for administrative services rendered related to the operation of the carbon dioxide facility.

In October 2002, NEA terminated all agreements with the steam sales user and lessee and entered into a new operating lease and ancillary agreements with a new lessee effective January 1, 2003 through September 14, 2016. Under the terms of the operating lease agreement, the lessee will operate and maintain NEA's carbon dioxide facility. Base rent under the lease is $0.1 million per month during the winter months as defined in the agreement and $0.2 million per month during the summer months as defined in the agreement. NEA is selling a portion of the steam at a minimum charge of $0.1 million during the winter months (as defined) and $0.2 million during the summer months (as defined). Both the base rent and base steam cost are adjusted every month by the operating results of the facility as defined in the agreement.

In 1989, NJEA entered into a 20-year steam sales agreement with a steam user adjacent to the NJEA facility. Under this agreement, NJEA sells a quantity of steam at a floor price that can increase based on changes in prices of coal. This agreement automatically renews for two consecutive five-year terms unless either party gives notice not to renew two years before the expiration of each of the prior terms.

Fuel Supply, Transportation and Storage Agreements - Natural gas is provided to the NEA and NJEA facilities primarily under long-term contracts for supply, transportation and storage. The remaining fuel requirements are provided under short-term spot arrangements. The long-term natural gas supply is provided under contracts with ProGas and PSE&G. Various pipeline companies provide transportation of the natural gas. Gas storage agreements provide contractual arrangements for the storage of limited volumes of natural gas with third parties for future delivery to the Partnerships.

The ProGas contract commenced in 1991, and the initial 15-year term was subsequently extended an additional seven years. The maximum total volume of gas to be delivered under the ProGas contracts is approximately 48,800 of MMBtu per day for NEA. The contract price, including transportation, of the ProGas supply delivered to the import point is determined with reference to a base price in 1990 and re-determined annually thereafter based on specified inflation indices. The PSE&G contract commenced in 1991 and provides for the sale and delivery to NJEA of up to 25,000 MMBtu per day of gas for a term of 20 years. The contract price of the PSE&G gas is established monthly using a contractually specified mechanism.

In 2002, the Partnerships restructured certain contracts. In conjunction with these restructurings NE LP paid fees of approximately $23.9 million of which $23.3 million was funded through capital contributions by its partners. A gain of approximately $45.1 million was recognized as a result of these restructuring activities.

During 2002, one of the Partnerships entered into two new long-term gas supply agreements with PMI and TEMI which became effective January 1, 2003. These new agreements will provide the partnership with the same combined quantity of natural gas and with pricing that is more favorable to the partnership than the agreement previously in effect. Before restructuring, the prior agreement provided the partnership with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. Affiliates of the suppliers have guaranteed certain of their respective obligations under its new long-term gas supply agreements.

With the exception of the PSE&G arrangement, all of the Partnerships' long-term contractual arrangements call for monthly demand charge payments. These demand charge payments reserve certain pipeline transportation capacity and are made regardless of the Partnerships' specified fuel requirements in any month and regardless of whether the Partnerships utilize the capacity reserved. These demand charges totaled approximately $45 million, $46 million and $45 million for the years ended December 31, 2002, 2001 and 2000, respectively. Total payments under such contracts were approximately $163.9 million, $156.3 million and $133.7 million in 2002, 2001 and 2000, respectively, inclusive of demand charges. Total charges under the contract with PSE&G, including transportation costs, during 2002, 2001 and 2000, were approximately $31.2 million, $41.6 million and $33.8 million, respectively. NEA's facility also has the capability to burn No. 2 fuel oil which is stored on site for contingency supply.

4. Loans Payable

Funding Corp. - The proceeds from the Funding Corp.'s secured notes (Funding Corp. Securities) were used to make loans to the Partnerships and notes of the Partnerships were issued to the Funding Corp. in an aggregate principal amount equal to the Funding Corp. Securities. The Funding Corp., and, thus, the Partnerships, have borrowings outstanding as follows:

	December 31,
	2002		2001
9.16% Senior Secured Notes Due 2002	$	- -	$	11,340,000
9.32% Senior Secured Bonds Due 2007		204,392,000		215,740,000
9.77% Senior Secured Bonds Due 2010		171,640,000		171,640,000
Total long-term debt		376,032,000		398,720,000
Less current maturities		23,818,000		22,688,000
Long-term debt, excluding current maturities	$	352,214,000	$	376,032,000

Interest on the Funding Corp. Securities is payable semiannually on each June 30 and December 30. Principal repayments are made semi-annually in amounts stipulated in the trust indenture. Future principal payments are as follows:

Year ending December 31:
2003	$	23,818,000
2004		28,564,000
2005		45,349,000
2006		52,641,000
2007		54,020,000
Thereafter		171,640,000
Total	$	376,032,000

The Funding Corp. Securities are not subject to optional redemption but are subject to mandatory redemption in certain limited circumstances involving the occurrence of an event of loss, as defined in the trust indenture, for which the Partnerships fail to or are unable to restore a facility.

The Funding Corp. Securities are unconditionally guaranteed, jointly and severally, by the Partnerships and are secured by a lien on, and a security interest in, substantially all of the assets of the Partnerships. The Partnerships are jointly and severally required to make scheduled payments on the notes on dates and in amounts identical to the scheduled payments of principal and interest on the Funding Corp. Securities. The Funding Corp. Securities, the guarantees thereon provided by the Partnerships and the notes are nonrecourse to the partners and are payable solely from the collateral pledged as security.

The trust indenture governing the Funding Corp. Securities contains certain restrictions on certain activities of the Partnerships, including incurring additional indebtedness or liens, distributions to the partners, the cancellation of power sale and fuel supply agreements, the use of proceeds from the issuance of the Funding Corp. Securities and the execution of mergers, consolidations and sales of assets.

Acquisition Corp. - During 1998, the Acquisition Corp. issued $220 million of Secured Bonds Due 2011 (Acquisition Corp. Securities) for the purpose of reimbursing certain partners of NE LP for a portion of the $545 million in equity contributions used to acquire the Partnerships. The proceeds from the Acquisition Corp. Securities were loaned to NE LP and evidenced by a promissory note. Interest on the Acquisition Corp. Securities is payable semi-annually on each June 30 and December 30. Principal repayments are made semi-annually in amounts stipulated in the trust indenture. Future principal payments are as follows:

Year ending December 31:
2003	$	8,800,000
2004		8,800,000
2005		8,800,000
2006		13,200,000
2007		22,000,000
Thereafter		149,600,000
Total	$	211,200,000

The Acquisition Corp. Securities are subject to optional redemption after June 30, 2008 at the redemption prices set forth in the trust indenture and are subject to extraordinary mandatory redemption at a redemption price of 100% of the principal amount thereof in certain limited circumstances as defined in the trust indenture.

The Acquisition Corp. Securities are unconditionally guaranteed by NE LP and are payable solely from payments to be made by NE LP under the promissory note and bond guaranty. NE LP's obligations to make payments under the promissory note are nonrecourse to the direct and indirect owners of NE LP. Payments with respect to the promissory note and, therefore, in respect of the Acquisition Corp. Securities will be effectively subordinated to payment of all indebtedness and other liabilities and commitments of the Partnerships, including the guarantee by the Partnerships of their indebtedness. Repayment of the Acquisition Corp. Securities is guaranteed by all interests in the Partnerships. The Acquisition Corp. Securities will rank senior to all subordinated indebtedness and rank evenly with all senior indebtedness that the Acquisition Corp. incurs in the future.

5. Related Party Information

Administrative Services Agreement - NE LP and an entity related to FPL Energy have entered into an administrative services agreement that provides for management and administrative services to the Partnerships. The agreement which expires in 2018 provides for fees of a minimum of $600 thousand per year, subject to certain adjustments, and reimburses costs and expenses of performing services. For the periods ended December 31, 2002, 2001 and 2000, the Partnerships incurred $626 thousand, $663 thousand and $798 thousand, respectively, in fees and reimbursed expenses under the agreement.

O&M Agreements - NE LP and an entity related to FPL Energy have entered into operations and maintenance agreements that provide for the O&M of the Partnerships. The agreements expire in 2016, subject to extension by mutual agreement of the parties before six months preceding expiration. The agreements provide for fees of a minimum of $750 thousand per year, subject to certain adjustments, for each Partnership and reimbursement of costs and expenses of performing services. For the periods ended December 31, 2002, 2001 and 2000, the Partnerships incurred $1.6 million, $1.7 million and $1.5 million, respectively, in fees and reimbursed expenses under the agreements. See Note 7 - O&M of the Cogeneration Facilities.

Fuel Management Agreements - Each of NEA and NJEA has entered into fuel management agreements with an entity related to FPL Energy that provide for the management of all natural gas and fuel oil, transportation and storage agreements, and the location and purchase of any additional required natural gas or fuel oil for the Partnerships. The agreements which expire in 2023 provide for fees of a minimum of $450 thousand per year, subject to certain adjustments, for each Partnership and reimbursement of costs and expenses of performing services. For the periods ended December 31, 2002, 2001 and 2000, the Partnerships incurred $939 thousand, $995 thousand and $909 thousand, respectively, in fees and reimbursed expenses under the agreements.

Power Sales - From time to time, FPL Energy's power marketing subsidiary will purchase excess power produced by the Partnerships and resell the power to the marketplace. These purchases totaled $3.3 million, $3.4 million and $3.5 million in 2002, 2001 and 2000, respectively.

Fuel Contracts - As discussed in Note 3, in 2002 NE LP entered into two long-term gas supply agreements with an entity related to FPL Energy and an entity related to Tractebel, respectively. These agreements became effective January 1, 2003 and will provide one of the partnerships with the same combined quantity of natural gas that was being received under the agreement previously in effect. Before restructuring, the prior agreement provided the partnership with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships.

The Partnerships pay a management fee to NE LP in an amount equal to the fees under the administrative services, O&M and fuel management agreements mentioned above.

Accrued expenses under the administrative services, O&M and fuel management agreements were $0.9 million and $1.8 million at December 31, 2002 and 2001, respectively.

6. Financial Instruments

The Partnerships have made use of derivative financial instruments to hedge their exposure to fluctuations in both interest rates and the price of natural gas.

The prices received by the Partnerships for power sales under their long-term contracts do not move precisely in tandem with the prices paid by the Partnerships for natural gas. To mitigate the price risk associated with purchases of natural gas, the Partnerships may, from time to time, enter into certain transactions either through public exchanges or by means of over-the-counter transactions with specific counterparties. The Partnerships mitigate their risk associated with purchases of natural gas through the use of natural gas swap agreements and options. The swap agreements require the Partnerships to pay a fixed price (absolutely or within a specified range) in return for a variable price on specified notional quantities of natural gas. The options consist of purchase call options to establish a maximum price for natural gas, and written call and put options were executed to offset the cost of the purchase call options. The contract amount of these agreements was 0.9 million MMBtu, 3.7 million MMBtu and 4.2 million MMBtu at December 31, 2002, 2001 and 2000, respectively. In order to mitigate the fixed price exposure of natural gas prices in 2003, the Partnerships entered into a costless collar in the fall of 2002 for 30,000 MMBtu with a floor of $3.60 per MMBtu and a ceiling at a corresponding price. The net gain reflected as a reduction in fuel costs resulting from the gas swap agreements and options was $5.4 million, $7.0 million and $9.5 million for the years ended December 31, 2002, 2001 and 2000, respectively.

The following estimates of the fair value of financial instruments have been made using available market information and other valuation methodologies. However, the use of different market assumptions or methods of valuation could result in different estimated fair values.

		December 31,
		2002					2001
		Carrying Amount		Estimated Fair Value			Carrying Amount		Estimated Fair Value
		(Thousands of Dollars)
Long-term debt of Partnerships/Funding Corp.(a)		$	376,032	$	357,558	(b)	$	398,720	$	444,000	(c)
Long-term debt of NE LP/Acquisition Corp.(a)		$	211,200	$	190,080	(b)	$	220,000	$	230,000	(c)
(a)	Includes current maturities.
(b)	Based on the bid price of the bonds at December 31, 2002.
(c)	Based on the borrowing rate on January 15, 2002 for debt instruments with similar terms and average maturities.

7. Commitments and Contingencies

Energy Bank and Loan Collateral - On December 31, 2002, energy bank letters of credit were renewed in face amounts of $13.4 million and $54 million. The $13.4 million letter of credit expires on December 31, 2003 and can only be drawn upon in the event that NE LP and the Partnerships default under a certain power agreement when there is a positive energy bank balance. The $54 million letter of credit expires on December 31, 2003 and can be drawn upon in multiple drawings in the event that a certain power purchase agreement has terminated at the time when there is a positive energy bank balance existing in favor of the power purchaser. The NEA power purchase agreements are also secured by a second mortgage on the NEA cogeneration facilities. In addition, on July 1, 2001, a letter of credit was renewed in the face amount of $23.6 million. The $23.6 million letter of credit expires on December 31, 2003 and can be drawn upon in multiple drawings in the event that insufficient funds are av ailable in the Partnership trust accounts to pay bond interest and principal.

A guaranty was made by a subsidiary of FPL Group in favor of the trustee under the indenture relating to the Acquisition Corp. Securities. The guarantor unconditionally and irrevocably guarantees the payment of an amount equal to 50% of the debt service reserve requirement with respect to the Acquisition Corp. Securities. The guaranty expired on December 31, 2002. However, it was automatically extended for a one-year period and will be automatically extended for successive one-year periods unless the guarantor gives notice that it will not renew. Pursuant to a reimbursement agreement, NE LP has agreed to repay any amounts paid under such guaranty.

O&M of the Cogeneration Facilities - An entity related to FPL Energy provides O&M services for the Partnerships. The Partnerships incurred $13.5 million, $16.6 million and $14.5 million for O&M expense for the year ended December 31, 2002, 2001 and 2000, respectively, of which $3.4 million, $3.8 million and $3.4 million, respectively, represented salaries paid to the O&M provider.

Operating Lease - NEA entered into a 26-year operating lease in 1986 for a parcel of land. The lease may be extended for another 25 years at the option of NEA. Lease payments under the operating lease are as follows:

Year ending December 31:
2003	$	249,000
2004		261,000
2005		273,000
2006		285,000
2007		297,000
Thereafter		1,395,000
Total	$	2,760,000

Lease expense under this agreement is recognized on a straight line levelized basis of approximately $198,000 annually over the lease term.

Subsequent Event - In February 2003, NJEA entered into an agreement to modify the gas index used for calculating the energy price in the power purchase agreement with a New Jersey utility. This modification is effective as of August 14, 2002 with the rate being adjusted annually on August 14th of each year. Since August 14, 2002, the New Jersey utility had been paying for power under the rate that was in effect prior to the modification and in March 2003 the utility paid $9.2 million to NJEA representing the additional amount owed to NJEA using the agreed upon index. Payments for power delivered beginning February 1, 2003 through the end of the term of the power purchase agreement will be made using the agreed upon index. This agreement is subject to the approval of the New Jersey Board of Public Utilities.

8. Quarterly Data (Unaudited)

Condensed consolidated quarterly financial information for 2002 and 2001 is as follows:

		March 31 (a)			June 30 (a)				September 30 (a)			December 31 (a)
		(Thousands of Dollars)
NE LP:
2002
Operating revenues			$	102,397		$	90,547			$	104,715		$	92,852
Operating income			$	29,378		$	24,910			$	35,604		$	24,157
Net income			$	15,341		$	7,656			$	18,697		$	56,445
2001
Operating revenues			$	92,549		$	77,449			$	96,159		$	98,241
Operating income			$	21,340		$	12,769			$	30,465		$	25,258
Net income (loss)(b)			$	3,185		$	(7,081	)		$	8,734		$	11,862
The Partnerships:
2002
Operating revenues			$	102,397		$	90,547			$	104,715		$	92,852
Operating income			$	29,378		$	24,910			$	35,604		$	24,157
Net income			$	19,889		$	12,166			$	23,156		$	60,888
2001
Operating revenues			$	92,549		$	77,449			$	96,159		$	98,241
Operating income			$	21,340		$	12,769			$	30,465		$	25,258
Net income (loss)			$	7,733		$	(2,648	)		$	13,292		$	16,378
(a)	In the opinion of NE LP and the Partnerships, all adjustments, which consist of only normal recurring accruals necessary to present a fair statement of the amounts shown for such period have been made. Results of operations for an interim period may not give a true indication of results for the year.
(b)	The sum of the quarterly amounts may not equal the total for the year due to rounding.

INDEPENDENT AUDITORS' REPORT

ESI TRACTEBEL FUNDING CORP.:

We have audited the accompanying balance sheets of ESI Tractebel Funding Corp. (the "Company") as of December 31, 2002 and 2001, and the related statements of operations and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of ESI Tractebel Funding Corp. as of December 31, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Certified Public Accountants

West Palm Beach, Florida
March 27, 2003

ESI TRACTEBEL FUNDING CORP.
BALANCE SHEETS
(Thousands of Dollars)

			December 31,
			2002		2001
ASSETS
Current assets:
	Cash		$	1	$	1
	Current portion of notes receivable from the Partnerships			23,818		22,688
		Total current assets		23,819		22,689
Notes receivable from the Partnerships				352,214		376,032
TOTAL ASSETS			$	376,033	$	398,721
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable		$	23,818	$	22,688
Debt securities payable				352,214		376,032
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, no par value, 10,000 shares authorized, issued and outstanding			1		1
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	376,033	$	398,721
The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL FUNDING CORP.
STATEMENTS OF OPERATIONS
(Thousands of Dollars)

	Years Ended December 31,
	2002			2001			2000
Interest income	$	37,396		$	39,300		$	41,426
Interest expense		(37,396	)		(39,300	)		(41,426	)
NET INCOME	$	-		$	-		$	-
The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL FUNDING CORP.
STATEMENTS OF CASH FLOWS
(Thousands of Dollars)

				Years Ended December 31,
				2002			2001			2000
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	-		$	-		$	-
	Adjustments to reconcile net income to net cash provided by operating activities:
			Other - net		-			-			-
		Net cash provided by operating activities			-			-			-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payments received from the Partnerships				22,688			20,160			26,332
	Principal payments on debt				(22,688	)		(20,160	)		(26,332	)
		Net cash provided by financing activities			-			-			-
Net increase in cash					-			-			-
Cash at beginning of period					1			1			1
Cash at end of period				$	1		$	1		$	1
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest			$	37,395		$	39,300		$	41,427
The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL FUNDING CORP.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002, 2001 and 2000

1. Nature of Business

ESI Tractebel Funding Corp. (Funding Corp.) is a Delaware corporation established in 1994 as a special purpose funding corporation for the purpose of issuing the securities described in Note 3. On January 14, 1998, the Funding Corp. was acquired by a subsidiary of ESI Energy, LLC (ESI Energy), Tractebel Power, Inc. (Tractebel Power) and Broad Street Contract Services, Inc. (Broad Street) from Intercontinental Energy Corporation (IEC), a Massachusetts corporation. Broad Street participates for the purpose of providing an independent director and has no economic interests. The Funding Corp. acts as the agent of Northeast Energy Associates, a limited partnership, and North Jersey Energy Associates, a limited partnership (combined, the Partnerships) with respect to the securities and holds itself out as the agent of the Partnerships in all dealings with third parties relating to the securities. The Partnerships, owners of electric power generation stations in the northeastern United States, are owned indire ctly by subsidiaries of ESI Energy and Tractebel Power.

2. Summary of Significant Accounting Policies

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Variable Interest Entities (VIEs) - In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities." The interpretation will require Funding Corp. to assess the variable interests it holds and to determine if those entities are VIEs. If Funding Corp. holds the majority of the variable interests in a VIE that was in existence at January 31, 2003, it will be required to consolidate that entity on July 1, 2003. For interests in VIEs created after January 31, 2003, the new rules must be applied immediately. Funding Corp. is in the process of evaluating the effects that FIN 46 would have on its interests in entities not currently consolidated.

3. The Securities

The Funding Corp. previously issued secured notes (Securities), the proceeds from which were used to make loans to the Partnerships. Borrowings outstanding are as follows:

	December 31,
	2002		2001
9.16% Senior Secured Notes Due 2002	$	- -	$	11,340,000
9.32% Senior Secured Bonds Due 2007		204,392,000		215,740,000
9.77% Senior Secured Bonds Due 2010		171,640,000		171,640,000
Total long-term debt		376,032,000		398,720,000
Less current maturities		23,818,000		22,688,000
Long-term debt, excluding current maturities	$	352,214,000	$	376,032,000

Interest on the Securities is payable semiannually on each June 30 and December 30. Principal repayments are made semiannually in amounts stipulated in the trust indenture. Future principal payments are as follows:

Year ending December 31:
2003	$	23,818,000
2004		28,564,000
2005		45,349,000
2006		52,641,000
2007		54,020,000
Thereafter		171,640,000
Total	$	376,032,000

The Securities are not subject to optional redemption but are subject to mandatory redemption in certain limited circumstances involving the occurrence of an event of loss, as defined in the trust indenture, for which the Partnerships fail to or are unable to restore a facility.

The Securities are unconditionally guaranteed, jointly and severally, by the Partnerships and are secured by a lien on, and a security interest in, substantially all of the assets of the Partnerships. The Partnerships are jointly and severally required to make scheduled payments on the notes on dates and in amounts identical to the scheduled payments of principal and interest on the Securities. The Securities, the guarantees thereon provided by the Partnerships and the notes are nonrecourse to the partners and are payable solely from the collateral pledged as security.

The trust indenture governing the Securities contains certain restrictions on certain activities of the Partnerships, including the incurrence of additional indebtedness or liens, distributions to the partners, the cancellation of power sale and fuel supply agreements, the use of proceeds from the issuance of the Securities and the execution of mergers, consolidations and sales of assets.

4. Financial Instruments

The estimated fair value of the Securities and the notes receivable from the Partnerships at December 31, 2002 and 2001 was $358 million and $444 million, respectively. The estimate of the fair value has been made using available market information and other valuation methodologies. However, the use of different market assumptions or methods of valuation could result in different estimated fair values.

5. Quarterly Data (Unaudited)

Condensed consolidated quarterly financial information for 2002 and 2001 is as follows:

		March 31 (a)			June 30 (a)			September 30 (a)			December 31 (a)
		(Thousands of Dollars)
2002
Operating revenues			$	-		$	-		$	-		$	-
Operating income			$	-		$	-		$	-		$	-
Net income			$	-		$	-		$	-		$	-
2001
Operating revenues			$	-		$	-		$	-		$	-
Operating income			$	-		$	-		$	-		$	-
Net income			$	-		$	-		$	-		$	-
(a)	In the opinion of Funding Corp., all adjustments, which consist of only normal recurring accruals necessary to present a fair statement of the amounts shown for such period have been made. Results of operations for an interim period may not give a true indication of results for the year.

INDEPENDENT AUDITORS' REPORT

ESI TRACTEBEL ACQUISITION CORP.:

We have audited the accompanying balance sheets of ESI Tractebel Acquisition Corp. (the "Company") as of December 31, 2002 and 2001, and the related statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of ESI Tractebel Acquisition Corp. as of December 31, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Certified Public Accountants

West Palm Beach, Florida
March 27, 2003

ESI TRACTEBEL ACQUISITION CORP.
BALANCE SHEETS
(Thousands of Dollars)

		December 31,
		2002		2001
ASSETS
Current assets:
	Current portion of note receivable from NE LP	$	8,800	$	8,800
Non-current assets:
	Due from NE LP		152		152
	Note receivable from NE LP		202,400		211,200
Total non-current assets			202,552		211,352
TOTAL ASSETS		$	211,352	$	220,152
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Income taxes payable	$	23	$	19
	Current portion of debt securities payable		8,800		8,800
Total current liabilities			8,823		8,819
Non-current liabilities:
	Debt securities payable		202,400		211,200
	Other		85		98
Total non-current liabilities			202,485		211,298
TOTAL LIABILITIES			211,308		220,117
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued		-		-
	Retained earnings		44		35
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	211,352	$	220,152
The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL ACQUISITION CORP.
STATEMENTS OF OPERATIONS
(Thousands of Dollars)

	Years Ended December 31,
	2002			2001			2000
Interest income	$	17,402		$	17,578		$	17,578
Interest expense		(17,389	)		(17,564	)		(17,564	)
Income before income taxes		13			14			14
Income tax expense		(4	)		(5	)		(5	)
NET INCOME	$	9		$	9		$	9
The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
(Thousands of Dollars)

				Years Ended December 31,
				2002			2001			2000
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	9		$	9		$	9
	Adjustments to reconcile net income to net cash provided by operating activities:
			Other - amortization of deferred gain resulting from hedge		(9	)		(9	)		(9	)
		Net cash provided by operating activities			-			-			-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payments received from NELP				8,800			-			-
	Principal payments on debt				(8,800	)		-			-
		Net cash used in investing activities			-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Issuance of debt securities				-			-			-
	Proceeds from interest rate hedge				-			-			-
		Net cash provided by financing activities			-			-			-
Net increase in cash					-			-			-
Cash at beginning of period					-			-			-
Cash at end of period				$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest			$	17,402		$	17,578		$	17,578
The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL ACQUISITION CORP.
STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 2002, 2001 and 2000
(Thousands of Dollars)

		Common Stock		Retained Earnings		Stock- holders' Equity
Balances, December 31, 1999		$	-	$	17	$	17
	Net income		-		9		9
Balances, December 31, 2000					26		26
	Net income		-		9		9
Balances, December 31, 2001			-		35		35
	Net income		-		9		9
Balances, December 31, 2002		$	-	$	44	$	44
The accompanying notes are an integral part of these financial statements.

ESI TRACTEBEL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002, 2001 and 2000

1. Nature of Business

ESI Tractebel Acquisition Corp. (Acquisition Corp.) is a Delaware corporation established on January 12, 1998 as a special purpose funding corporation for the purpose of issuing the securities described in Note 3. The Acquisition Corp.'s common stock is jointly owned by a subsidiary of ESI Energy, LLC (ESI Energy) and by Tractebel Power, Inc. (Tractebel Power). The Acquisition Corp. acts as the agent of Northeast Energy, LP (NE LP) with respect to the securities and holds itself out as the agent of NE LP in all dealings with third parties relating to the securities. NE LP is a Delaware limited partnership that was established on November 21, 1997 for the purpose of acquiring ownership interests in two electric power generation stations in the northeastern United States (the Partnerships). NE LP is also owned by subsidiaries of ESI Energy and Tractebel Power.

2. Summary of Significant Accounting Policies

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Variable Interest Entities (VIEs) - In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities." The interpretation will require Acquisition Corp. to assess the variable interests it holds and to determine if those entities are VIEs. If Acquisition Corp. holds the majority of the variable interests in a VIE that was in existence at January 31, 2003, it will be required to consolidate that entity on July 1, 2003. For interests in VIEs created after January 31, 2003, the new rules must be applied immediately. Acquisition Corp. is in the process of evaluating the effects that FIN 46 would have on its interests in entities not currently consolidated.

3. The Securities

On February 12, 1998, the Acquisition Corp. issued $220 million of 7.99% Secured Bonds Due 2011 (Securities). The proceeds from the Securities were loaned to NE LP, evidenced by a promissory note, for the purpose of reimbursing certain partners of NE LP for a portion of the $545 million in equity contributions used to acquire the Partnerships. The Securities are unconditionally guaranteed by NE LP. Borrowings outstanding at December 31, 2002 and 2001 were $211.2 million and $220 million, respectively.

Interest on the Securities is payable semiannually on each June 30 and December 30. Principal repayments are made semi-annually in amounts stipulated in the trust indenture. Future principal payments are as follows:

Year ending December 31:
2003	$	8,800,000
2004		8,800,000
2005		8,800,000
2006		13,200,000
2007		22,000,000
Thereafter		149,600,000
Total long-term debt		211,200,000
Less current maturities		8,800,000
Long-term debt, excluding current maturities	$	202,400,000

The Securities are subject to optional redemption after June 30, 2008 at the redemption prices set forth in the trust indenture and are subject to extraordinary mandatory redemption at a redemption price of 100% of the principal amount thereof in certain limited circumstances as defined in the trust indenture.

The Securities are unconditionally guaranteed by NE LP and are payable solely from payments to be made by NE LP under the promissory note and bond guaranty. NE LP's obligations to make payments under the promissory note are nonrecourse to the direct and indirect owners of NE LP. Payments with respect to the promissory note and, therefore, in respect of the Securities will be effectively subordinated to payment of all indebtedness and other liabilities and commitments of the Partnerships, including the guarantee by the Partnerships of their indebtedness. Repayment of the Securities is guaranteed by all interests in the Partnerships. The Securities will rank senior to all subordinated indebtedness and rank evenly with all senior indebtedness that the Acquisition Corp. incurs in the future.

4. Financial Instruments

The estimated fair value of the Securities and the note receivable from NE LP at December 31, 2002 and 2001 was $190 million and $230 million, respectively. The estimate of the fair value has been made using available market information and other valuation methodologies. However, the use of different market assumptions or methods of valuation could result in different estimated fair values.

5. Income Taxes

The Acquisition Corp. acts as the agent of NE LP with respect to the Securities and holds itself out as the agent of NE LP in all dealings with third parties relating to the Securities. Accordingly, as a result of the agency relationship, all tax activity of the Acquisition Corp. for federal and state income tax purposes represents amounts due to NE LP.

6. Quarterly Data (Unaudited)

Condensed consolidated quarterly financial information for 2002 and 2001 is as follows:

		March 31 (a)			June 30 (a)			September 30 (a)			December 31 (a)
		(Thousands of Dollars)
2002
Operating revenues			$	-		$	-		$	-		$	-
Operating income			$	-		$	-		$	-		$	-
Net income			$	3		$	2		$	3		$	1
2001
Operating revenues			$	-		$	-		$	-		$	-
Operating income			$	-		$	-		$	-		$	-
Net income			$	3		$	2		$	3		$	1
(a)	In the opinion of Acquisition Corp., all adjustments, which consist of only normal recurring accruals necessary to present a fair statement of the amounts shown for such period have been made. Results of operations for an interim period may not give a true indication of results for the year.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

PART III

Item 10. Directors and Executive Officers of the Registrants

Management Committee of NE LP and the Partnerships

Nathan E. Hanson. Mr. Hanson, 38, is director of business management of FPL Energy. He was appointed to the NE LP Management Committee by ESI GP in March 2000. He was formerly operations manager for Intercontinental Energy Corporation, a developer of independent power projects, from 1995 to 1998.

Eric M. Heggeseth. Mr. Heggeseth, 50, is senior vice president of Tractebel Power. He was appointed to the NE LP Management Committee by Tractebel GP in March 1998.

Michael L. Leighton. Mr. Leighton, 57, is senior vice president and chief operating officer of FPL Energy. He was formerly vice president of project development of FPL Energy from April 1994 to April 2000. He was appointed to the NE LP Management Committee by ESI GP in May 2000.

William C. Harper. Mr. Harper, 43, is a senior vice president-fuels of Tractebel Power. He was formerly vice president-fuels for Cogen Technologies, a developer of independent power projects, from January 1992 to February 1999. He was appointed to the NE LP management committee by Tractebel GP in December 2001.

Directors of the Funding Corp. and the Acquisition Corp.

James L. Robo. Mr. Robo, 40, is president of FPL Energy. He became president of FPL Energy and a director of the Funding Corp. and the Acquisition Corp. in July 2002. He joined FPL Group in March 2002 as vice president of corporate development and strategy. Prior to joining FPL Group, Mr. Robo spent 10 years at General Electric, most recently as president and chief executive officer of GE Capital TIP/Modular Space, a division of GE Capital that specialized in transportation equipment and modular building equipment rentals.

Eric M. Heggeseth. Mr. Heggeseth, 50, is senior vice president of Tractebel Power. He has been a director of the Funding Corp. and the Acquisition Corp. since 1998.

Werner E. Schattner. Mr. Schattner, 57, is executive vice president of Tractebel Power. He has been a director of the Funding Corp. and the Acquisition Corp. since 1998.

Michael L. Leighton. Mr. Leighton, 57, is senior vice president of business management of FPL Energy. He was formerly vice president of project development of FPL Energy from April 1994 to April 2000. He has been a director of the Funding Corp. and the Acquisition Corp. since December 3, 2001.

Directors of the Funding Corp. and the Acquisition Corp. are elected annually and serve until their resignation, removal or until their respective successors are elected. The members of the Management Committee of NE LP and the Partnerships serve until their resignation, removal or until their respective successors are elected. Except as noted, each director or management committee member has held his position for five years or more and his employment history is continuous.

Item 11. Executive Compensation

None.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The Partnerships and NE LP. The following table sets forth the direct and indirect interests of ownership:

Title of Class		Name and Address of Beneficial Owner	Nature of Beneficial Ownership	Percentage Interest
Partnerships:
General and Limited Partnership Interest		NE LP(a)	General Partner	98	%	LP
				1	%	GP
Limited Partnership Interest		NE LLC(a)	Limited Partner	1	%	LP
NE LP:
General Partnership Interest		ESI GP(a)	General Partner in NE LP	1	%	GP
General Partnership Interest		Tractebel GP(b)	General Partner in NE LP	1	%	GP
Limited Partnership Interest		ESI LP(a)	Limited Partner in NE LP	49	%	LP
Limited Partnership Interest		Tractebel LP(b)	Limited Partner in NE LP	49	%	LP
(a)	The address for each of NE LP, NE LLC, ESI GP and ESI LP is c/o FPL Energy, LLC, 700 Universe Blvd., Juno Beach, Florida 33408.
(b)	The address for each of Tractebel GP and Tractebel LP is c/o Tractebel Power, Inc., 1177 West Loop South, Suite 900, Houston, Texas 77027.

The Funding Corp. The following table sets forth the number of shares and percentage owned of the Funding Corp.'s voting securities beneficially owned by each person known to be the beneficial owner of more than five percent (5%) of the voting securities (unless otherwise indicated the owner has sole voting and investment power):

Title of Class		Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage Interest
Common Stock		ESI Northeast Funding(a)	3,750	37.5	%
Common Stock		Tractebel Power(b)	3,750	37.5	%
Common Stock		Broad Street(c)	2,500	25.0	%
(a)	The address for ESI Northeast Funding is c/o FPL Energy, LLC, 700 Universe Blvd., Juno Beach, Florida 33408.
(b)	The address for Tractebel Power is 1177 West Loop South, Suite 900, Houston, Texas 77027.
(c)	The address for Broad Street is Two Wall Street, New York, New York 10005. Broad Street is a nominee of the Trustee and its sole purpose is to provide an independent director.

The Acquisition Corp. The following table sets forth the number of shares and percentage owned of the Acquisition Corp.'s voting securities beneficially owned by each person known to be the beneficial owner of more than five percent (5%) of the voting securities (unless otherwise indicated the owner has sole voting and investment power):

Title of Class		Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage Interest
Common Stock		ESI Northeast Acquisition(a)	10	50.0	%
Common Stock		Tractebel Power(b)	10	50.0	%
(a)	The address for ESI Northeast Acquisition is c/o FPL Energy, LLC, 700 Universe Blvd., Juno Beach, Florida 33408.
(b)	The address for Tractebel Power is 1177 West Loop South, Suite 900, Houston, Texas 77027.

Securities Authorized for Issuance Under Equity Compensation Plans. None.

Item 13. Certain Relationships and Related Transactions

Administrative Services Agreement. NE LP and an entity related to FPL Energy have entered into an administrative services agreement that provides for management and administrative services to the Partnerships. The agreement which expires in 2018 provides for fees of a minimum of $600 thousand per year, subject to certain adjustments, and reimbursement of costs and expenses of performing services. For the periods ended December 31, 2002, 2001 and 2000, the Partnerships incurred $626 thousand, $663 thousand and $798 thousand, respectively, in fees and reimbursed expenses under the agreement.

O&M Agreements. NE LP and an entity related to FPL Energy have entered into O&M agreements that provide for the operations and maintenance of the Partnerships. The agreements expire in 2016, subject to extension by mutual agreement of the parties before six months preceding expiration. The agreements provide for fees of a minimum of $750 thousand per year, subject to certain adjustments, for each Partnership and reimbursement of costs and expenses of performing services. For the periods ended December 31, 2002, 2001 and 2000, the Partnerships incurred $1.6 million, $1.7 million and $1.5 million, respectively, in fees and reimbursed expenses under the agreements.

Fuel Management Agreements. Each of NEA and NJEA has entered into fuel management agreements with an entity related to FPL Energy that provide for the management of all natural gas and fuel oil, transportation and storage agreements, and the location and purchase of any additional required natural gas or fuel oil for the Partnerships. The agreements which expire in 2023 provide for fees of a minimum of $450 thousand per year, subject to certain adjustments, for each Partnership and reimbursement of costs and expenses of performing services. For the periods ended December 31, 2002, 2001 and 2000, the Partnerships incurred $939 thousand, $995 thousand and $909 thousand, respectively, in fees and reimbursed expenses under the agreements.

Power Sales. From time to time, FPL Energy's power marketing subsidiary will purchase excess power produced by the Partnerships and resell the power to the marketplace. These purchases totaled $3.3 million, $3.4 million and $3.5 million in 2002, 2001 and 2000, respectively.

Fuel Contracts. As discussed in Note 3, in 2002 one of the Partnerships entered into two long-term gas supply agreements with an entity related to FPL Energy and an entity related to Tractebel, respectively. These agreements became effective January 1, 2003 and will provide the partnership with the same combined quantity of natural gas that was being received under the agreement previously in effect. Before restructuring, the prior agreement provided the partnership with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships.

PART IV
Item 14. Controls and Procedures
(a)	Evaluation of Disclosure Controls and Procedures
	Within the 90 days prior to the date of filing of this report, the registrants performed an evaluation, under the supervision and with the participation of the registrants' management, including the chief executive officer and chief financial officer of each of the registrants (Principal Officers), of the effectiveness of the design and operation of the registrants' disclosure controls and procedures (as defined in Exchange Act Rule 13a-14(c)). Based upon that evaluation, the Principal Officers concluded that the registrants' disclosure controls and procedures are effective in timely alerting them to material information related to the registrants required to be included in the registrants' reports filed or submitted under the Exchange Act. Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management of the registrants cannot provide absolute assurance that the objectives of their disclosure controls and procedures will be met.
(b)	Changes in Internal Controls
	There have been no significant changes in the registrants' internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referred to above.

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)	1.	Financial Statements		Page(s)
		NE LP:
			Independent Auditors' Report		14
			Consolidated Balance Sheets		15
			Consolidated Statements of Operations		16
			Consolidated Statements of Cash Flows		17
			Consolidated Statements of Partners' Equity		18
			Notes to Consolidated Financial Statements		23-30
		Partnerships:
			Independent Auditors' Report			14
			Combined Balance Sheets			19
			Combined Statements of Operations			20
			Combined Statements of Cash Flows			21
			Combined Statements of Partners' Equity			22
			Notes to Combined Financial Statements			23-30

	Funding Corp.:
		Independent Auditors' Report	31
		Balance Sheets	32
		Statements of Operations	33
		Statements of Cash Flows	34
		Notes to Financial Statements	35-36
	Acquisition Corp.:
		Independent Auditors' Report	37
		Balance Sheets	38
		Statements of Operations	39
		Statements of Cash Flows	40
		Statements of Stockholders' Equity	41
		Notes to Financial Statements	42-43
2.	Financial Statement Schedules - Schedules are omitted as not applicable or not required.
3.	Exhibits including those Incorporated by Reference

		Exhibit No.	Description
		3.1*	Certificate of Incorporation of the Funding Corp.
		3.1.1*****	Certificate of Amendment of Certificate of Incorporation of the Funding Corp. as filed with the Secretary of State of the State of Delaware on February 3, 1998
		3.1.2******	Certificate of Incorporation of the Acquisition Corp. as filed with the Secretary of State of the State of Delaware on January 12, 1998
		3.2*****	By-laws of the Funding Corp.
		3.2.1******	By-laws of the Acquisition Corp.
		3.3*****	Amended and Restated Certificate of Limited Partnership of NEA as filed with the Secretary of State of the Commonwealth of Massachusetts on March 31, 1986, as amended and restated on January 9, 1987 and November 6, 1987, as further amended on July 6, 1989 and as amended and restated on February 16, 1998
		3.4*****	Amended and Restated Certificate of Limited Partnership of NJEA as filed with the Secretary of State of the State of New Jersey on November 3, 1986, as amended and restated on January 14, 1987, June 25, 1987, March 4, 1988 and February 16, 1998
		3.5*****	Amended and Restated Agreement of Limited Partnership of NEA dated as of November 21, 1997
		3.6*****	Amended and Restated Agreement of Limited Partnership of NJEA dated as of November 21, 1997
		3.7*****	Certificate of Limited Partnership of NE LP, a Delaware limited partnership, as filed with the Secretary of State of the State of Delaware on November 21, 1997
		3.8*****	Agreement of Limited Partnership of NE LP, a Delaware limited partnership, dated as of November 21, 1997
		4.1*	Trust Indenture dated as of November 15, 1994, among the Partnerships, the Funding Corp. and the Trustee
		4.2*	First Supplemental Indenture dated as of November 15, 1994, among the Partnerships, the Funding Corp and the Trustee, including forms of the securities
		4.3*	Credit Agreement dated as of December 1, 1994, among the Partnerships, each of the institutions referred to therein and Sanwa Bank Limited, New York Branch (Sanwa)
		4.4*	Collateral Agency Agreement dated as of December 1, 1994 among the Partnerships, the Funding Corp., the Trustee, Sanwa, the Swap Providers (as defined therein) and State Street Bank and Trust Company, as Collateral Agent
		4.5*	Amended and Restated Project Loan and Credit Agreement dated as of December 1, 1994, between the Partnerships and the Funding Corp.
		4.6*	Partnerships' Guarantee Agreement dated as of December 1, 1994, between the Partnerships and the Trustee
		4.7*	Registration Rights Agreement dated as of November 21, 1994, among the Partnerships, the Funding Corp., Chase Securities, Inc., Merrill Lynch, Pierce Fenner & Smith, Incorporated and Salomon Brothers, Inc.
		4.8*	Pledge, Trust and Intercreditor Agreement dated as of December 1, 1994 among the Partnerships, Sanwa, and Sanwa Bank Trust Company of New York and the Trustee
		4.9*	Assignment and Security Agreement dated as of December 1, 1994, between the Funding Corp. and the Trustee
		4.10*	Amended and Restated Assignment and Security Agreement dated as of December 1, 1994, between the Partnerships, NE LP and the Trustee
		4.11*	Amended and Restated Assignment and Security Agreement dated as of December 1, 1994, between NEA and the Trustee
		4.12*	Amended and Restated Assignment and Security Agreement dated as of December 1, 1994, between NJEA and the Trustee
		4.13*	Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of December 1, 1994, made by NEA in favor of the Trustee
		4.14*	Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (Additional Properties) dated as of December 1, 1994, made by NEA in favor of the Trustee
		4.15*	Amended and Restated Indenture of Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of December 1, 1994, made by NJEA in favor of the Trustee
		4.16*	Amended and Restated Stock Pledge Agreement dated as of December 1, 1994, between NJEA and the Trustee
		4.17*	Assignment of Mortgage dated as of December 1, 1994, between The Chase Manhattan Bank (National Association) and the Trustee with respect to the Bellingham Mortgage dated as of June 28, 1989
		4.18*	Assignment of Mortgage dated as of December 1, 1994, between The Chase Manhattan Bank (National Association) and the Trustee with respect to the Bellingham Mortgage dated August 10, 1989
		4.19*	Assignment of Mortgage dated as of December 1, 1994, between The Chase Manhattan Bank (National Association) and the Trustee with respect to the Sayreville Mortgage dated June 28, 1989
		4.20*	Assignment of Security Agreements dated as of December 1, 1994, among The Chase Manhattan Bank (National Association), the Trustee, the Partnerships, the Funding Corp. and NE LP
		4.21*****	Second Supplemental Trust Indenture dated as of January 14, 1998 among the Funding Corp., NEA, NJEA and the Trustee
		4.22*****	Amendment to Amended and Restated Assignment and Security Agreement by and between NEA, NJEA, NE LP and the Trustee dated as of January 14, 1998
		4.23*****	Termination of Pledge, Trust and Intercreditor Agreement dated as of January 30, 1998 among NEA, NJEA, Sanwa, Sanwa Bank and Trust Company of New York and the Trustee
		4.24******	Indenture, dated as of February 19, 1998 among the Acquisition Corp., NE LP, NE LLC, and the Trustee
		4.25******	Registration Rights Agreement, dated as of February 19, 1998 by and among the Acquisition Corp., NE LP, and Goldman Sachs & Co.
		4.26******	Company & Partner Pledge Agreement dated as of February 19, 1998 by and among the Acquisition Corp., NE LP, NE LLC in favor of the Trustee
		4.27******	Sponsor Pledge Agreement dated as of February 19, 1998 by and among ESI Northeast Acquisition, ESI GP, ESI LP, Tractebel GP, Tractebel LP, and Tractebel Power in favor of the Trustee
		10.1*	Accommodation Agreement dated as of June 28, 1989, between NEA, BECO, Commonwealth, Montaup, and The Chase Manhattan Bank (National Association)
		10.2.1*	Amended and Restated Operation and Maintenance Agreement dated as of June 28, 1989 (the "Sayreville O&M Agreement"), between NJEA and Westinghouse Power
		10.2.2*	Letter Agreement regarding the Sayreville Heat Rate dated June 23, 1993, between NJEA and Westinghouse Power
		10.2.3*	Letter Agreement regarding extension of the Sayreville O&M Agreement dated June 23, 1993, between Westinghouse Power and NJEA
		10.2.4*	Second Amended and Restated Operation and Maintenance Agreement dated as of June 28, 1989 (the "Bellingham O&M Agreement"), between NEA and Westinghouse Power
		10.2.5*	Letter Agreement regarding the Bellingham Heat Rate dated June 23, 1993, between NEA and Westinghouse
		10.2.6*	Letter Agreement regarding extension of the Bellingham O&M Agreement dated June 23, 1993, between NEA and Westinghouse Power
		10.2.7**	Amendment No. 1 to the Bellingham O&M Agreement, dated as of May 1, 1995, by and between NEA and Westinghouse Power
		10.3.1*	Power Purchase Agreement dated as of April 1, 1986 (the "BECO I Power Purchase Agreement"), between NEA and Boston Edison
		10.3.2*	First Amendment to the BECO I Power Purchase Agreement dated as of June 8, 1987, between Boston Edison and NEA
		10.3.3*	Second Amendment to the BECO I Power Purchase Agreement dated as of June 21, 1989, between Boston Edison and NEA
		10.3.4*	Power Purchase Agreement dated as of January 28, 1988 (the "BECO II Power Purchase Agreement"), between NEA and Boston Edison
		10.3.5*	First Amendment to the BECO II Power Purchase Agreement dated as of June 21, 1989, between NEA and Boston Edison
		10.3.6*	Power Sale Agreement dated as of November 26, 1986 (the "Commonwealth I Power Purchase Agreement"), between NEA and Commonwealth
		10.3.7*	First Amendment to the Commonwealth I Power Purchase Agreement dated as of August 15, 1988, between Commonwealth and NEA
		10.3.8*	Second Amendment to the Commonwealth I Power Purchase Agreement dated as of January 1, 1989, between Commonwealth and NEA
		10.3.9*	Power Sale Agreement dated as of August 15, 1988 (the "Commonwealth II Power Purchase Agreement"), between NEA and Commonwealth
		10.3.10*	First Amendment to the Commonwealth II Power Purchase Agreement dated as of January 1, 1989, between NEA and Commonwealth
		10.3.11*	Power Purchase Agreement dated as of October 17, 1986 (the "Montaup Power Purchase Agreement"), between NEA and Montaup
		10.3.12*	First Amendment to the Montaup Power Purchase Agreement dated as of June 28, 1989, between Montaup and NEA
		10.3.13*	Power Purchase Agreement dated as of October 22, 1987 (the "JCP&L Power Purchase Agreement"), between NJEA and JCP&L
		10.3.14*	First Amendment to the JCP&L Power Purchase Agreement dated as of June 16, 1989, between JCP&L and NJEA
		10.4.1*	Firm Transportation Service Agreement dated as of February 28, 1994, among CNG Transmission Corporation, a Delaware corporation ("CNG"), NEA, ProGas U.S.A., Inc., a Delaware corporation ("ProGas USA") and ProGas
		10.4.2*	Firm Gas Transportation Agreement (Rate Schedule X-320) dated as of February 27, 1991, between NEA and Transcontinental Gas Pipe Line Corporation, a Delaware corporation ("Transco")
		10.4.3*	Rate Schedule X-35 Firm Gas Transportation Agreement dated as of October 1, 1993, between NEA and Algonquin Gas Transmission Company, a Delaware corporation ("Algonquin")
		10.4.4*	Service Agreement for Rate Schedule FTS-5 dated as of February 16, 1994, between NEA and Texas Eastern Transmission Corporation, a Delaware corporation ("Texas Eastern")
		10.4.5*	ProGas/TransCanada NE Assignment Agreement dated as of July 30, 1993, between ProGas and TransCanada Pipelines Limited, an Ontario corporation ("TransCanada")
		10.4.6*	Northeast Gas Substitution Agreement dated as of July 30, 1993, among ProGas, NEA and TransCanada
		10.4.7*	Northeast Notice and Consent dated as of July 30, 1993, among NEA, ProGas and TransCanada
		10.4.8*	ProGas NE Producer Assignment Agreement dated as of July 30, 1993, between ProGas and TransCanada
		10.4.9*	Firm Transportation Service Agreement dated as of February 28, 1994, among CNG, NJEA, ProGas USA and ProGas
		10.4.10*	Firm Gas Transportation Agreement (Rate Schedule X-319) dated as of February 27, 1991, between Transco and NJEA
		10.4.11*	Gas Purchase and Sales Agreement dated as of May 4, 1989 (the "PSE&G Agreement"), between NJEA and PSE&G
		10.5.1*	Service Agreement Applicable to the Storage of Natural Gas Under Rate Schedule GSS-II dated as of September 30, 1993, between CNG and NEA
		10.5.2*	Service Agreement Applicable to the Storage of Natural Gas Under Rate Schedule GSS-II dated as of September 30, 1993, between CNG and NJEA
		10.5.3**	Service Agreement Applicable to Transportation of Natural Gas under Rate Schedule FT dated as of February 1, 1996, by and between CNG and NEA
		10.5.4**	Service Agreement Applicable to Transportation of Natural Gas under Rate Schedule FT dated as of February 1, 1996, by and between CNG and NJEA
		10.6.1*	Gas Purchase Contract dated as of May 12, 1988 (the "Bellingham ProGas Agreement"), between ProGas and NEA
		10.6.2*	First Amending Agreement to the Bellingham ProGas Agreement dated as of April 17, 1989, between ProGas and NEA
		10.6.3*	Second Amending Agreement to the Bellingham ProGas Agreement dated as of June 23, 1989, between ProGas and NEA
		10.6.4*	Amending Agreement to the ProGas Agreements (as defined below) dated as of November 1, 1991, between ProGas, NEA and NJEA
		10.6.5*	Third Amending Agreement to the Bellingham ProGas Agreement dated as of July 30, 1993, between ProGas and NEA
		10.6.6*	Letter Agreement regarding the Bellingham ProGas Agreement dated as of September 14, 1992, between ProGas and NEA
		10.6.7*	Letter Agreement regarding the Bellingham ProGas Agreement dated as of July 30, 1993, between ProGas and NEA
		10.7.1*	Amended and Restated Steam Sales Agreement dated as of December 21, 1990, between NEA and NECO-Bellingham, Inc., a Massachusetts corporation ("NECO")
		10.7.2*	Industrial Steam Sales Contract dated as of June 5, 1989, between NJEA and Hercules Incorporated, a Delaware corporation ("Hercules")
		10.8.1*	Letter agreement regarding Bellingham Project power transmission arrangements dated June 29, 1989, between NEA and BECO
		10.8.2*	Letter agreement regarding Bellingham Project power transmission arrangements dated June 6, 1989, between NEA and Commonwealth
		10.8.3*	Letter agreement regarding Bellingham Project power transmission arrangements dated June 28, 1989, between NEA and Montaup
		10.9*	Amended and Restated Interconnection Agreement dated as of September 24, 1993, between BECO and NEA
		10.10. 1****	Guaranty of Contract for Operation and Maintenance dated May 12, 1995 by Westinghouse Power
		10.10.2*	Licensing Agreement for the Fluor Daniel Carbon Dioxide Recovery Process dated as of June 28, 1989, between Fluor Daniel Inc., a California corporation ("Fluor Daniel"), and NEA
		10.11.1*	Ground Lease Agreement dated as of June 28, 1989, between NJEA and ETURC
		10.11.2*	Agreement of Sublease dated as of June 28, 1989, between ETURC and NJEA
		10.11.3*	Lease of Property dated as of June 1, 1986, between Prestwich Corporation and NE LP
		10.12.1*	Investment Agreement dated as of December 1, 1994, between Sanwa and Sanwa Bank Trust Company of New York under the Pledge, Trust and Intercreditor Agreement
		10.12.2*	Investment Agreement dated as of December 1, 1994, between Sanwa and Sanwa Bank Trust Company of New York under the Pledge, Trust and Intercreditor Agreement
		10.13*	Agreement between the Water and Sewer Commissioners of the Town of Bellingham and NEA dated as of December 13, 1988 and December 30, 1988, respectively
		10.14*	Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated June 29, 1989, by NEA in favor of BECO, Commonwealth and Montaup
		10.15***	Declaration of Easements, Covenants, and Restrictions dated as of June 28, 1989 by NEA
		10.16*****	Operation and Maintenance Agreement dated as of November 21, 1997 by and between NE LP and FPLE Operating Services
		10.17*****	Operation and Maintenance Agreement dated as of November 21, 1997 by and between NE LP and FPLE Operating Services
		10.18*****	Fuel Management Agreement, dated as of January 20, 1998, effective retroactive to January 14, 1998, by and between NE LP and ESI Northeast Fuel, assigned by NE LP to NEA on January 20, 1998
		10.19*****	Fuel Management Agreement, dated as of January 20, 1998, effective retroactive to January 14, 1998, by and between NE LP and ESI Northeast Fuel, assigned by NE LP to NJEA on January 20, 1998
		10.20*****	Administrative Services Agreement dated as of November 21, 1997 between NE LP and ESI GP
		10.21******	Reimbursement Agreement dated as of November 21, 1997 by and among FPL Group Capital, Tractebel Power and NE LP
		10.22*******	Termination Agreement, dated August 9, 2002, between ProGas and NJEA
		10.23********	Base Contract for Sale and Purchase of Natural Gas, dated October 2, 2002, between FPL Energy Power Marketing, Inc. and NJEA
		10.24********	Base Contract for Sale and Purchase of Natural Gas, dated September 26, 2002, between Tractebel Energy Marketing, Inc. and NJEA
		10.25********	Guarantee, dated October 2, 2002, between FPL Group Capital Inc and NJEA
		10.26********	Guaranty, dated October 2, 2002, by Tractebel S.A. in favor of NJEA
		10.27	Operating Lease Agreement dated as of October 10, 2002 between NEA and The BOC Group, Inc.
		10.28	On-Site Steam Supply Agreement between NEA and The BOC Group, Inc. dated as of October 10, 2002
		10.29	Three Party Agreement dated as of October 10, 2002 among The BOC Group, Inc., Praxair, Inc. and NEA
		10.30	Consent and Agreement dated as of October 10, 2002 among The BOC Group, Inc. and Praxair, Inc.
		10.31	Flue Gas Supply Agreement dated as of October 10, 2002 between NEA and Praxair, Inc.
		10.32	BOC Flue Gas Agreement of Sale dated as of October 10, 2002 by and between The BOC Group, Inc. and NEA
		10.33	Agreement dated February 28, 2003 between JCP&L and NJEA relating to the Power Purchase Agreement dated as of October 22, 1987, as amended
		10.34	Transition Services Agreement dated as of October 11, 2002 by and between The BOC Group, Inc. and NEA
		21	Subsidiaries of the Registrants
		99(a)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp.
		99(b)	Section 906 Certification of Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp.
		99(c)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp.
		99(d)	Section 906 Certification of Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp.
		99(e)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership
		99(f)	Section 906 Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership
		99(g)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership
		99(h)	Section 906 Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership
		99(i)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
		99(j)	Section 906 Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
*	Incorporated herein by reference from the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by the Funding Corp. on February 9, 1995 (file no. 33-87902).
**	Incorporated herein by reference from the Annual Report on Form 10-K filed by the Funding Corp. and the Partnerships on April 1, 1996 (file nos. 33-87902,33-87902-01 and 33-87902-02).
***	Incorporated herein by reference from the Quarterly Report on Form 10-Q filed by the Funding Corp. and the Partnerships on November 14, 1996 (file nos. 33-87902,33-87902-01 and 33-87902-02).
****	Incorporated herein by reference from the Annual Report on Form 10-K filed by the Funding Corp. and the Partnerships on March 31, 1997 (file nos. 33-87902,33-87902-01 and 33-87902-02).
*****	Incorporated herein by reference from the Annual Report on Form 10-K filed by the Funding Corp. and the Partnerships on March 27, 1998 (file nos. 33-87902,33-87902-01 and 33-87902-02).
******	Incorporated herein by reference from the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by the Acquisition Corp. and NE LP on May 12, 1998 (file nos. 333-52397 and 333-52397-01).
*******	Incorporated herein by reference from Form 10-Q filed by the registrants with the Securities and Exchange Commission on August 14, 2002 (file nos. 33-87902, 33-87902-01, 33-87902-02, 333-52397 and 333-52397-01.
********	Incorporated herein by reference from Form 10-Q filed by the registrants with the Securities and Exchange Commission on November 14, 2002 (file nos. 33-87902, 33-87902-01, 33-87902-02, 333-52397 and 333-52397-01).
	(b)	Reports On Form 8-K:
		None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

ESI TRACTEBEL FUNDING CORP.
ESI TRACTEBEL ACQUISITION CORP.

JAMES L. ROBO

James L. Robo

President

(Principal Executive Officer and Director)

Date: March 27, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the date indicated.

Signature and Title as of March 27, 2003:

MARK R. SORENSEN

Mark R. Sorensen
Treasurer
(Principal Financial and Principal Accounting Officer)

Directors:

ERIC M. HEGGESETH

Eric M. Heggeseth

WERNER E. SCHATTNER

Werner E. Schattner

MICHAEL L. LEIGHTON

Michael L. Leighton

ESI TRACTEBEL FUNDING CORP. (the registrant) Certifications
I, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp., certify that:
1.	I have reviewed this annual report on Form 10-K of the registrant;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
	c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Funding Corp.

ESI TRACTEBEL FUNDING CORP. (the registrant) Certifications
I, Mark R. Sorensen, Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp., certify that:
1.	I have reviewed this annual report on Form 10-K of the registrant;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
	c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
			MARK R. SORENSEN
			Mark R. Sorensen Treasurer (equivalent to the Chief Financial Officer) ESI Tractebel Funding Corp.

ESI TRACTEBEL ACQUISITION CORP. (the registrant) Certifications
I, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp., certify that:
1.	I have reviewed this annual report on Form 10-K of the registrant;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
	c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Acquisition Corp.

ESI TRACTEBEL ACQUISITION CORP. (the registrant) Certifications
I, Mark R. Sorensen, Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp., certify that:
1.	I have reviewed this annual report on Form 10-K of the registrant;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
	c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
			MARK R. SORENSEN
			Mark R. Sorensen Treasurer (equivalent to the Chief Financial Officer) ESI Tractebel Acquisition Corp.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
(ESI Northeast Energy GP, Inc. as Administrative General Partner)
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
(ESI Northeast Energy GP, Inc. as Administrative General Partner)
NORTHEAST ENERGY, LP
(ESI Northeast Energy GP, Inc. as Administrative General Partner)

JAMES L. ROBO

James L. Robo
President
(Principal Executive Officer and Director)

MARK R. SORENSEN

Mark R. Sorensen
Vice President and Treasurer of ESI Northeast Energy GP, Inc.
(Principal Financial and Principal Accounting Officer and
Director of ESI Northeast Energy GP, Inc.)

Date: March 27, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the date indicated.

Signature and Title as of March 27, 2003:

Director of ESI Northeast Energy GP, Inc.:

MICHAEL L. LEIGHTON

Michael L. Leighton

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certifications
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of Northeast Energy Associates, a limited partnership, certify that:
1.	I have reviewed this annual report on Form 10-K of the registrant;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
	c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certifications
I, Mark R. Sorensen, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of Northeast Energy Associates, a limited partnership, certify that:
1.	I have reviewed this annual report on Form 10-K of the registrant;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
	c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
			MARK R. SORENSEN
			Mark R. Sorensen Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certifications
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of North Jersey Energy Associates, a limited partnership, certify that:
1.	I have reviewed this annual report on Form 10-K of the registrant;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
	c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certifications
I, Mark R. Sorensen, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of North Jersey Energy Associates, a limited partnership, certify that:
1.	I have reviewed this annual report on Form 10-K of the registrant;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
	c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
			MARK R. SORENSEN
			Mark R. Sorensen Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership

NORTHEAST ENERGY, LP (the registrant) Certifications
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of Northeast Energy, LP, certify that:
1.	I have reviewed this annual report on Form 10-K of the registrant;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
	c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP

NORTHEAST ENERGY, LP (the registrant) Certifications
I, Mark R. Sorensen, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of Northeast Energy, LP, certify that:
1.	I have reviewed this annual report on Form 10-K of the registrant;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
	c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
			MARK R. SORENSEN
			Mark R. Sorensen Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP

EXHIBIT 21

SUBSIDIARIES OF NE LP

Subsidiary		State or Jurisdiction of Organization
1.	Northeast Energy, LLC (100%-Owned)	Florida
2.	Northeast Energy Associates, a limited partnership (99%-Owned)(a)	Massachusetts
3.	North Jersey Energy Associates, a limited partnership (99%-Owned) (a)	New Jersey
(a)	Northeast Energy, LLC owns the remaining 1% interest.

SUBSIDIARIES OF NJEA

Subsidiary		State or Jurisdiction of Incorporation
1.	ESI Tractebel Urban Renewal Corporation (100%-Owned)	New Jersey

EX-99

Exhibit 99(a)
ESI TRACTEBEL FUNDING CORP. (the registrant) Certification Of Periodic Report
I, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Annual Report on Form 10-K of the registrant for the annual period ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: March 27, 2003
		JAMES L. ROBO
		James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Funding Corp.
A signed original of this written statement required by Section 906 has been provided to ESI Tractebel Funding Corp. and will be retained by ESI Tractebel Funding Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99

Exhibit 99(b)
ESI TRACTEBEL FUNDING CORP. (the registrant) Certification Of Periodic Report
I, Mark R. Sorensen, Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Annual Report on Form 10-K of the registrant for the annual period ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: March 27, 2003
		MARK R. SORENSEN
		Mark R. Sorensen Treasurer (equivalent to the Chief Financial Officer) ESI Tractebel Funding Corp.
A signed original of this written statement required by Section 906 has been provided to ESI Tractebel Funding Corp. and will be retained by ESI Tractebel Funding Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99

Exhibit 99(c)
ESI TRACTEBEL ACQUISITION CORP. (the registrant) Certification Of Periodic Report
I, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Annual Report on Form 10-K of the registrant for the annual period ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: March 27, 2003
		JAMES L. ROBO
		James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Acquisition Corp.
A signed original of this written statement required by Section 906 has been provided to ESI Tractebel Acquisition Corp. and will be retained by ESI Tractebel Acquisition Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99

Exhibit 99(d)
ESI TRACTEBEL ACQUISITION CORP. (the registrant) Certification Of Periodic Report
I, Mark R. Sorensen, Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Annual Report on Form 10-K of the registrant for the annual period ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: March 27, 2003
		MARK R. SORENSEN
		Mark R. Sorensen Treasurer (equivalent to the Chief Financial Officer) ESI Tractebel Acquisition Corp.
A signed original of this written statement required by Section 906 has been provided to ESI Tractebel Acquisition Corp. and will be retained by ESI Tractebel Acquisition Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99

Exhibit 99(e)
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certification Of Periodic Report
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of Northeast Energy Associates, a limited partnership certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Annual Report on Form 10-K of the registrant for the annual period ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: March 27, 2003
		JAMES L. ROBO
		James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership
A signed original of this written statement required by Section 906 has been provided to Northeast Energy Associates, a limited partnership and will be retained by Northeast Energy Associates, a limited partnership and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99

Exhibit 99(f)
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certification Of Periodic Report
I, Mark R. Sorensen, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of Northeast Energy Associates, a limited partnership certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Annual Report on Form 10-K of the registrant for the annual period ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: March 27, 2003
		MARK R. SORENSEN
		Mark R. Sorensen Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership
A signed original of this written statement required by Section 906 has been provided to Northeast Energy Associates, a limited partnership and will be retained by Northeast Energy Associates, a limited partnership and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99

Exhibit 99(g)
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certification Of Periodic Report
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of North Jersey Energy Associates, a limited partnership certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Annual Report on Form 10-K of the registrant for the annual period ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: March 27, 2003
		JAMES L. ROBO
		James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership
A signed original of this written statement required by Section 906 has been provided to North Jersey Energy Associates, a limited partnership and will be retained by North Jersey Energy Associates, a limited partnership and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99

Exhibit 99(h)
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certification Of Periodic Report
I, Mark R. Sorensen, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of North Jersey Energy Associates, a limited partnership certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Annual Report on Form 10-K of the registrant for the annual period ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: March 27, 2003
		MARK R. SORENSEN
		Mark R. Sorensen Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership
A signed original of this written statement required by Section 906 has been provided to North Jersey Energy Associates, a limited partnership and will be retained by North Jersey Energy Associates, a limited partnership and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99

Exhibit 99(i)
NORTHEAST ENERGY, LP (the registrant) Certification Of Periodic Report
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of Northeast Energy, LP certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Annual Report on Form 10-K of the registrant for the annual period ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: March 27, 2003
		JAMES L. ROBO
		James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
A signed original of this written statement required by Section 906 has been provided to Northeast Energy, LP and will be retained by Northeast Energy, LP and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99

Exhibit 99(j)
NORTHEAST ENERGY, LP (the registrant) Certification Of Periodic Report
I, Mark R. Sorensen, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of Northeast Energy, LP certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	the Annual Report on Form 10-K of the registrant for the annual period ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated: March 27, 2003
		MARK R. SORENSEN
		Mark R. Sorensen Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
A signed original of this written statement required by Section 906 has been provided to Northeast Energy, LP and will be retained by Northeast Energy, LP and furnished to the Securities and Exchange Commission or its staff upon request.

EX-10

Exhibit 10.27
OPERATING LEASE AGREEMENT
THIS OPERATING LEASE AGREEMENT is made and entered into as of the 10th day of October, 2002, between NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP, a Massachusetts limited partnership ("NEA") and THE BOC GROUP, INC., a Delaware corporation ("BOC").
WHEREAS, NEA owns, operates and maintains a carbon dioxide processing plant facility located at Bellingham, Massachusetts (the "Facility");
WHEREAS, BOC and NEA have entered into that certain On-Site Steam Supply Agreement dated October 10, 2002 (the "Steam Agreement") pursuant to which BOC has agreed to purchase and NEA has agreed to sell the steam by-product produced by NEA's cogeneration power plant (the "NEA Plant") associated with the Facility;
WHEREAS, BOC and NEA have entered into that certain Flue Gas Agreement dated October 10, 2002 (the "BOC Flue Gas Sale Agreement"), pursuant to which BOC has agreed to purchase and NEA has agreed to sell flue gas from the NEA Plant;
WHEREAS, BOC and NEA have entered into that certain Transition Services Agreement dated October 10, 2002 (the "Transition Services Agreement"), pursuant to which the parties have agreed to provide each other with certain services (defined therein) and to take other steps necessary to continuing smooth operation of the Facility immediately prior to and following the commencement of the Initial Operating Period; and
WHEREAS, BOC desires to lease, operate and maintain the Facility and NEA is willing to lease the Facility in accordance with the terms hereinafter provided.
NOW THEREFORE, as part of the arrangements contemplated by the Steam Agreement and in consideration of the above premises and the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BOC and NEA hereby agree as follows:
1. DEFINITIONS
Unless defined elsewhere in this Agreement, the capitalized terms in this Agreement shall have the meanings set forth in this Section. The terms defined below or used elsewhere in this Agreement shall be deemed to refer to the singular or plural as the context requires.
1.1 "Affiliate" shall mean any company, person or other legal entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the party specified, where control means the possession, directly or indirectly, of the power to direct the management and policies of a party, whether through the ownership of voting securities, contract or otherwise.
1.2 "Authorizations" shall mean any consents, decrees, orders, permits, licenses, waivers, privileges, and approvals from and filings with any Governmental Authority.
1.3 "Back End Equipment" shall mean the Equipment so designated in Schedule I attached hereto which is to be verified and agreed to in writing by both parties pursuant to the Transition Services Agreement.
1.4 "BOC Lien" shall mean any Lien created by BOC or arising by or through BOC or any of its representatives or Affiliates or claims against BOC or its representatives or Affiliates.
1.5 "BOC Permits" shall mean any permits issued to BOC in connection with its performance of this Agreement or the Steam Agreement.
1.6 "Capital Improvements" shall mean any upgrades or modifications of Equipment or the Facility that improve the production level or efficiency of the Facility and are capitalized under generally accepted accounting principles; provided, however, that replacements or repairs to the Facility or removable Equipment shall not constitute Capital Improvements.
1.7 "Confidential Information" shall mean any and all proprietary and confidential information of a party including, but not limited to, know-how, procedures, operating techniques, equipment specifications, analytical specifications, process designs, drawings, prints, technical information and data (including Sensitive Operational Information) relating to or useful in the operation, maintenance and repair of the NEA Plant, the Facility or the processing and supply of Product. Notwithstanding the foregoing, "Confidential Information" shall not include: (a) information received independently from a third party by the receiving party, which third party is not under a confidentiality obligation to BOC or NEA or any of its Affiliates (as the case may be) with regard to such information; (b) information in the possession of the receiving party prior to the Effective Date other than by reason of the services to be performed or received pursuant to this Agreement; (c) information that is or becomes publicly availab le through no wrongful act of either party or its Affiliates or (d) information that is independently developed by or for the receiving party without benefit of the other party's Confidential Information; provided that, for each of the foregoing exceptions, the receiving party provides the other party with written documentation evidencing the same upon request of the other party.
1.8 "Effective Date" shall mean the date of this Agreement.
1.9 "Equipment" shall mean any and all equipment and any and all components, parts or other materials, including, but not limited to, Front End Equipment, Back End Equipment, flue gas blowers to the amine system, the amine system, liquefaction system, and storage located in the Facility which are identified in Schedule I and will be verified and agreed to in writing by both parties pursuant to the Transition Services Agreement prior to commencement of the Initial Operating Period.
1.10 "Excess Costs" shall have the meaning assigned to it in Section 3.7.
1.11 "Facility Site" shall mean the parcel of land owned by NEA identified and described in Exhibit A on which the Facility is located.
1.12 "Flue Gas" shall mean the feedstock produced by the NEA Plant and supplied to each of BOC and Praxair Inc. ("Praxair") pursuant to the terms of flue gas agreements entered into separately with BOC and Praxair, respectively, and meeting the specifications as set forth therein.
1.13 "Front End Equipment" shall mean the Equipment so designated in Schedule I attached hereto to be verified and agreed to in writing by both Parties pursuant to the Transition Services Agreement.
1.14 "Governmental Authority" shall mean any federal, state, county or municipal court, agency or other governmental authority.
1.15 "Hazardous Material" shall mean any substance which constitutes, in whole or in part, a pollutant, contaminant or toxic or hazardous substance or waste under, or the generation, use, processing, treatment, storage, release, transport or disposal of which is regulated by, any Legal Requirement.
1.16 "Initial Operating Period" shall mean the period commencing on January 1, 2003 through September 14, 2016.
1.17 "Interest" shall mean interest at a rate equal to the lesser of the prime rate as listed under the 'Money Rates' section of the Wall Street Journal plus two percent (2%) or the maximum permitted by law.
1.18 "Legal Requirements" shall mean all laws, statutes, decrees, orders, injunctions, licenses, permits, approvals, agreements or regulations of any Governmental Authority having jurisdiction over a particular matter, as now or hereinafter in effect.
1.19 "Lien" shall mean any lien, security interest, encumbrance or assessment.
1.20 "Major Repair or Replacement" shall mean any repair or replacement which (i) is made to the Equipment or the Facility during the term of the Operating Period in accordance with prudent operating practice (or is made necessary by a Legal Requirement), (ii) is necessary to maintain or return the affected Equipment to equivalent function or capacity levels and is not a Capital Improvement and (iii) costs in excess of US$350,000.
1.21 "NEA Permit Requirements" shall mean the Authorizations or portions thereof identified in Schedule II as issued to NEA or its Affiliates or any operator of the NEA Plant or the Facility that are imposed after the Effective Date and are identified in writing to BOC by NEA as NEA Permit Requirements.
1.22 "NEA Plant Site" shall mean the parcel of land on which the NEA Plant is located.
1.23 "Operating Period" shall mean the Initial Operating Period and any extensions thereto, until terminated as provided in this Agreement.
1.24 "Permitted Encumbrances" shall mean (1) any Lien listed in Schedule III, (2) any Lien arising under or permitted by NEA's current or future financing arrangements or (3) any Liens that individually, and in the aggregate, do not materially interfere with BOC's operation of the Facility.
1.25 "Power" shall mean the electricity generated by the NEA Plant in excess of in-plant usage when the NEA Plant is generating Power.
1.26 "PPI Index" shall mean the Producer Price Index-Industrial Commodities (where the base is 1982=100) published by the United States Department of Labor, Bureau of Labor Statistics. If the PPI Index is revised and published on some base other than 1982=100, the value will be adjusted to the 1982=100 base in accordance with such conversion schedule or factors as may be supplied by the Bureau of Labor Statistics.
1.27 "Product" shall mean liquid carbon dioxide produced by the Facility.
1.28 "Sensitive Operational Information" shall mean Confidential Information that relates (inter alia) to the Facility's operation or process (including performance data and planning); the identification and characteristics of equipment comprised in an industrial gas plant owned by either BOC or NEA; know-how relating to the production and storage of industrial gases; information technology systems within either party; or contract supply arrangements between either BOC or NEA, respectively, and third parties.
1.29 "Shortfall" shall mean: (i) for any hour the positive difference (if any) between (1) the amount of Power required by BOC to operate and maintain the Facility to process 54,000 lbs/hr of Steam, an amount not to exceed 7.0 megawatts, and (2) the amount of Power delivered or made available or (ii) the failure of NEA to supply Steam or Flue Gas in accordance with the Steam Agreement or flue gas agreements for any period of one hour or more such that the Facility cannot operate at the production levels that it has been demonstrated to be capable of running.
1.30 "Steam" shall mean steam produced by the NEA Plant meeting the temperature and pressure specifications as set forth in the Steam Agreement.
1.31 "Transition Period" shall mean the period(s) of time set forth in the Transition Services Agreement during which the Facility's operations will be transferred to BOC as contemplated herein.
1.32 "Unamortized Capital Investment" shall mean the cost of a Capital Improvement made by BOC that is placed in service within sixty (60) months prior to (i) the date of termination (if occurring on or after expiration of the Initial Operating Period) multiplied by 1 minus the fraction whose numerator is the number of months prior to termination that the Capital Improvement has been placed in service and where the denominator is sixty (60) or (ii) the date of termination (if occurring prior to expiration of the Initial Operating Period) multiplied by 1 minus the fraction whose numerator is the number of months the Capital Improvement has been placed in service and where the denominator is the lesser of sixty (60) months or the number of months remaining in the Initial Operating Period and any extensions thereto.
2. LEASE OF THE FACILITY
2.1 Demise of Premises. In consideration of the mutual obligations and undertakings herein and in the Steam Agreement, NEA hereby leases to BOC and BOC hereby leases from NEA, the exclusive right to use and occupy, for the Operating Period, the Facility and the Facility Site (as described in Exhibit A) and the Equipment, in their current 'as is' condition, subject to the terms provided below. NEA represents and warrants that it has good title to the Facility, the Facility Site and the Equipment, subject to Permitted Encumbrances. NEA shall, at its cost and expense furnish the Facility and Facility Site to BOC on the first day of the Initial Operating Period, which shall be accessible and in compliance with all applicable zoning and land use Legal Requirements in all material respects and represents and warrants that as of the first day of the Initial Operating Period, the Facility and the Facility Site are in compliance with all Legal Requirements in all material respects; provided however, that NEA 's obligations with respect thereto shall be to correct and reimburse any amounts associated with any condition or defect giving rise to a breach of the representation if BOC gives NEA written notice thereof within five (5) years of the Initial Operating Period, except as otherwise provided in Section 6 below. NEA shall use all commercially reasonable efforts to correct such condition, at its expense, as soon as reasonably practicable after being notified thereof. BOC may give notice of a breach prior to the start of the Initial Operating Period. The Facility shall be occupied exclusively by BOC for processing Product during the Operating Period. BOC shall not have any obligations with respect to the Facility except as expressly set forth in this Agreement, the BOC Flue Gas Sale Agreement and the Steam Agreement. The lease contemplated in this Section 2.1 shall not amend or diminish any of BOC's other rights or obligations under this Agreement.
2.2 Recording of Lease. The parties agree that they shall promptly execute duplicate originals of a Memorandum of Lease, a form of which is attached hereto as Exhibit B, which will constitute a short form of lease agreement, setting forth a description of the demised premises, the term of the lease and any other provisions of this Agreement as either party may desire and such Memorandum of Lease shall be recorded on or before March 31, 2003 at BOC's expense.
2.3 Rights-of-Way. NEA grants BOC and its directors, officers, employees, agents, contractors, subcontractors and authorized representatives, all necessary rights-of-way for ingress and egress, and access to, on, through or over the portions of NEA's Plant Site or upon the paved access roads or railroads under the control of NEA as necessary to perform its obligations under this Agreement. All such rights-of-way shall be subject to NEA's reasonable security requirements and safety regulations and shall remain in full force and effect during the term of this Agreement.
2.4 Quiet Enjoyment. NEA covenants and agrees that, so long as no default on the part of BOC exists hereunder, BOC shall have the right to lawfully and quietly have, hold, occupy and enjoy the Facility and the Facility Site, and to use the Facility and the Facility Site, throughout the Operating Period, free from hindrance to, interference with or molestation of such use and enjoyment by NEA or the agents, employees, independent contractors of NEA or by any entity, person or persons having or claiming an interest in the Facility by, through, or under NEA; NEA represents and warrants that there are no actions arising out of (i) matters which are recorded on or before the date of this Agreement in the land records in which matters affecting the Facility Site are recorded or (ii) actions by persons (other than NEA) whose rights arise from Permitted Encumbrances.
2.5 Eminent Domain. In the event the Facility or the Facility Site is to be taken in condemnation or expropriation proceedings or by exercise of any right of eminent domain, then this Agreement shall automatically terminate as of the date the condemning authority or the authority exercising its right of eminent domain takes possession or control of the Facility. If there is a partial taking and the Facility is no longer usable for the purpose(s) specified in Section 2.1 above, BOC may terminate this Agreement as of the date the condemning authority or the authority exercising its right of eminent domain takes partial possession or control of the Facility. All damages awarded for any such taking shall belong to and be the property of NEA irrespective of the basis upon which they are awarded; provided however, that nothing contained herein shall prevent BOC from making a separate claim to the condemning authority for its expenses, trade fixtures and loss of use and occupancy.
2.6 Utilities. BOC shall be responsible for arranging for and paying the costs of any water, sewage and telephone lines required for the operation and maintenance of the Facility.
2.7 Liens. This Agreement is subject to Permitted Encumbrances. BOC shall indemnify and hold NEA harmless from all BOC Liens and will use reasonable efforts to remove any such BOC Liens affecting the Facility, the Facility Site or the Equipment during the Operating Period at its expense. NEA shall indemnify and hold BOC harmless from and against all Liens on or affecting the Facility, the Facility Site or any part thereof, except for any Liens listed on Schedule III or BOC Liens. Title to and ownership of the Facility shall remain at all times with NEA. BOC shall not permit any encumbrance, charge or security interests to be created or subsist therein.
2.8 Surrender. On the last day of the Operating Period or upon the sooner termination thereof, BOC shall vacate the Facility, the Facility Site and the Equipment and surrender the same to NEA in the same condition as originally provided to BOC, ordinary wear and tear, and fire and casualty for which NEA has been previously reimbursed or which is covered under insurance policies maintained by BOC and NEA in accordance with Section 14 hereof, excepted subject to Section 3.7 below and the removal of any Back End Equipment. BOC will have the right to remove Back End Equipment in accordance with Section 3.7 of this Agreement and will have access to the Facility, Equipment or Facility Site for sixty (60) days from the date of surrender or such other reasonable time period as agreed between the parties. NEA agrees to accept the same in their then present condition.
2.9 Reservation of Easements. NEA herein specifically reserves for itself and/or any designee of NEA such utility and access easements over, under and across any and all areas or any parts of the Facility or the Facility Site, surrounding, adjacent to or contiguous with the building areas of the Facility, as the case may be from time to time required by NEA and/or its designee in connection with the use, ownership or operation of any part of the NEA Plant or any other premises operated by NEA or any of its Affiliates.
3. OPERATION AND MAINTENANCE OF THE FACILITY
3.1 Operation and Maintenance. BOC at its cost and expense shall operate, maintain, and repair the Facility during the Operating Period. BOC shall manage and direct such operation, maintenance, and repair in accordance with all valid and applicable Legal Requirements, NEA Permit Requirements and BOC Permits and in conformity with generally accepted practices in the industrial gas industry. BOC shall obtain and maintain all BOC Permits and NEA shall cooperate with BOC to obtain the same. BOC shall at its expense prepare and submit to NEA all applications, filings or requests for Authorizations, other than any required under BOC Permits, as may be required for BOC to operate and maintain the Facility under any NEA Permits identified in Schedule II during the Operating Period as contemplated herein. For the avoidance of doubt, all such Authorizations shall be held in NEA's name. BOC and NEA shall cooperate with each other by taking all reasonably necessary actions to facilitate any necessary filings re quired to maintain Authorizations, the NEA Permits, BOC Permits and to comply with valid and applicable Legal Requirements.
3.2 Transition Period. The parties have entered into a Transition Services Agreement, a copy of which is attached hereto as Exhibit C.
3.3 Inventory and Spare Parts. NEA shall provide at its cost, and BOC shall be entitled to use at no cost, existing spare parts for maintenance of the Facility. NEA shall provide an inventory of spare parts which shall be attached hereto as Schedule IV. Further, in accordance with BOC's standards or with the parties' agreement, BOC shall at all times keep an adequate supply of operating, maintenance and office supplies and materials, and any necessary spare and replacement parts, and any other materials and supplies, available for use at the Facility. At the end of the Operating Period, BOC shall leave, and NEA shall be entitled to ownership and use of, an inventory of spare parts of comparable form and cost (or value) to that existing at the commencement of this Agreement, at no cost to NEA. Subject to any adjustments for changes in the PPI Index: (i) if the value of the final inventory is less than the value of the inventory on the Effective Date, BOC shall pay NEA an amount equal to the differenc e within thirty (30) days after receipt of a written invoice, together with supporting documentation; or (ii) if the value of the final inventory is more than the value of the inventory on the Effective Date, NEA shall pay BOC an amount equal to the difference within thirty (30) days after receipt of a written invoice, together with supporting documentation.
3.4 Maintenance, Shutdown and Downtime Allowance. BOC shall upgrade, operate and perform such maintenance, including both unscheduled and scheduled, and repair work on the Facility as it deems reasonably necessary to continue normal operations of the Facility and to maintain the production capacity of the Facility at least equal to the production capacity of the Facility on the Effective Date, subject to Sections 15 and 16.3.
3.5 Emergency Procedures. In the event of an emergency at the Facility, BOC will respond and shall take such actions as may be reasonably necessary to prevent, mitigate or avoid any injury to individuals or damage or loss to property, and, in the event of an emergency at the NEA Plant, NEA will respond and shall take such actions as may be reasonably necessary to prevent, mitigate or avoid any injury to individuals or damage or loss to property. Each party shall, as soon as practicable, report to the other party any such incident affecting the Facility or the NEA Plant, respectively.
3.6 Capital Improvements. BOC shall be able to make such Capital Improvements to the Facility from time to time as required for operation of the Facility and BOC believes appropriate to produce and deliver Product. BOC shall be responsible for the cost of any such Capital Improvements, provided, however, that any Capital Improvements made hereunder shall be subject to provisions for pro-rated recovery in the event of termination pursuant to Section 16.3. All Capital Improvements shall be subject to NEA's approval, not to be unreasonably withheld or delayed.
3.7 Major Repairs or Replacements. BOC shall make Major Repairs or Replacements as necessary during the term of the Operating Period and shall be responsible for any costs incurred thereto up to and including an amount of US$350,000 per event and for the Excess Costs that NEA is not obligated to pay. NEA agrees to pay a portion of the costs for any Major Repair or Replacement not recovered by insurance or warranties exceeding US$350,000 (the "Excess Costs") calculated and payable as follows:
(i) Excess Costs for any Major Repair or Replacement of Front End Equipment shall be allocated between BOC and NEA according to the formulas set forth in Appendix I and shall be payable by NEA in cash, or as a credit against amounts owed by BOC hereunder or under the Steam Agreement until such credit is exhausted, within thirty (30) days after receipt of a copy of BOC's invoice for payment of the Excess Costs;
(ii) Excess Costs for Major Repairs or Replacements of Back End Equipment shall be allocated between BOC and NEA as provided in (i) above if NEA elects in writing to retain such Back End Equipment at the end of the Operating Period. Unless and until NEA provides the written election it shall have no responsibility for sharing in Excess Costs for Major Repairs or Replacements of Back End Equipment. Within thirty (30) days of paying Excess Costs, BOC shall notify NEA in writing of its share of such Excess Costs. NEA may elect at any time prior to termination of this Agreement whether to retain the Major Repair or Replacement of Back End Equipment and make payment in cash or by credit to BOC against amounts owed hereunder or under the Steam Agreement until such credit is exhausted, provided that NEA's share of the Excess Cost shall be subject to Interest for the period of time beginning thirty (30) days after the date of notification through such time payment for the Excess Cost has been made by NEA.
(iii) If NEA elects not to retain such Back End Equipment at the end of the Operating Period, then NEA shall have no payment obligation to BOC for any repairs or replacements made therein and BOC shall retain such Back End Equipment and remove the same from the Facility at its cost and expense within a reasonable time following expiration or termination of this Agreement.
(iv) Notwithstanding the foregoing, NEA shall not be responsible for any Excess Costs for Major Repairs or Replacements as provided herein, if such Major Repairs or Replacements result from BOC's sole negligence or BOC's failure to maintain the Equipment or the Facility in accordance with generally accepted industry standards.
3.8 Metering. NEA shall maintain such metering as may be necessary pursuant to this Agreement and the Steam Agreement. Such metering shall be inspected and tested for accuracy as either party may reasonably elect and the party requesting the test shall bear the cost of such testing. All such inspection and testing shall be in accordance with applicable guidelines set forth by the National Bureau of Standards or other testing agency acceptable to BOC. If any meter is found to be inaccurate by more than two percent (2%), any billings based on such meter shall be adjusted to offset such inaccuracy with respect to only those deliveries made during the shorter of thirty (30) days prior to such test or the last half of the period of time since the last meter test. In addition to the foregoing, BOC may install, maintain and calibrate check meters at its sole expense.
3.9 BOC's Employees and Subcontractors. BOC shall enforce strict discipline and good order among its employees and subcontractors at all times. BOC shall staff the Facility as BOC deems appropriate and necessary in consideration of operational and Legal Requirements. BOC shall be responsible for the acts and omissions of all its employees, agents, invitees, subcontractors, and all other persons and entities performing any work services for BOC under this Agreement.
3.10 Procurement Services. BOC shall perform procurement services for the Facility and cause to be delivered to the Facility each and every item which shall be required to enable BOC to operate the Facility in accordance with the terms and conditions of this Agreement.
3.10 Operations Reporting. BOC shall provide NEA a written report monthly in a form similar to that contained in Exhibit D. The Operations report shall be delivered to NEA thirty (30) days following the end of each month.
4. SUPPLY OF POWER
4.1 Power Delivery. As part of the obligations under this Agreement, NEA shall furnish and deliver to BOC and BOC shall accept from NEA Power at the Facility metering equipment (meter no. 80989056) located at feeder breaker no. 3FB26 contained in motor control center no. 9070-3SWGR1 at the NEA Plant Site (as referenced in drawing # EE-00-0010, Rev 5, Exhibit E) during the Operating Period (the "Delivery Point"). NEA shall not be obligated to deliver Power at a rate exceeding 7.0 megawatts. BOC shall not resell any Power delivered by NEA hereunder. NEA shall not be required to operate the NEA Plant solely to furnish Power to BOC, but at all times that NEA is providing Power at the NEA Plant, NEA must deliver sufficient Power to operate the Facility.
4.2 Power Specifications. BOC may reject Power delivered to BOC under this Agreement to the Delivery Point if such Power is not of the same quality of Power as currently supplied to the Facility and such rejected Power shall be deemed as not having been delivered or made available for purposes of Sections 15.3 and 15.4.
4.3 Rentals. For each month of the Operating Period, NEA shall bill BOC and BOC shall pay NEA the Base Rent and Additional Rent defined in the rent schedule set forth in Section I of Exhibit F. NEA shall submit a monthly invoice to BOC, on or before the 5th of each month, covering all Rents and other sums, if any, applicable to such month as well as all any rent applicable during the prior month not covered by the prior invoice. Such invoices shall be on a net cash basis, payable by BOC within twenty-five (25) days after receipt thereof. If for any reason the Facility is not operating and Power, Steam and Flue Gas are available (a "Facility Outage"), then BOC will continue to pay Base Rent, provided that if in any calendar year the number of hours of Facility Outage exceed 48, any Base Rent paid with respect to any Facility Outage hour after the 48th hour (prorated on an hourly basis) shall be applied as a credit by the end of the following calendar year on a dollar for dollar basis against Additional Rents for up to a total of two hundred forty (240) credit hours over a calendar year. A sample calculation of the rent credit is contained in Schedule V.
4.4 Power Meter. Subject to Section 3.8 above, Power shall be metered and measured by totaling the amount of Power supplied over the course of one hour intervals.
4.5 NEA Plant Downtime. NEA shall promptly notify BOC of any NEA Plant downtime and the estimated duration of such downtime.
4.6 Backup Power. In the event there is no Power, NEA shall arrange for backup power for the Facility at the same average cost as NEA obtains backup power for the NEA Plant including, but not limited to, energy charges, demand charges, transmission costs and distribution costs, less any applicable credits. BOC will reimburse NEA for such costs incurred for such backup power to the extent of BOC's use of such power and subject to NEA providing invoices from the utility providing such backup power as set forth herein.
5. SECURITY AND SAFETY REGULATIONS
BOC, its agents, employees and subcontractors shall perform all obligations under this Agreement and all work and services in a safe and responsible manner and shall comply with all applicable safety laws and regulations promulgated by any Governmental Authority including, without limitation, the requirements of the Occupational Safety and Health Act of l970 ("OSHA") and the Construction Safety Act of 1969. BOC will adequately train all of its employees and subcontractors engaged in the work and services in all of the OSHA rules and regulations related thereto. Additionally, BOC, its agents, invitees, employees and subcontractors shall fully comply with the NEA Security and Safety Policies set forth in Schedule VI attached hereto.
6. ENVIRONMENTAL LIABILITIES; HAZARDOUS MATERIALS
6.1 NEA Obligations. NEA will be solely responsible for all claims, damages, losses, costs and expenses arising from the presence or release of Hazardous Material on, at or under the Facility or from noncompliance with applicable environmental Legal Requirements, including noise ("Environmental Liabilities"), in either case, existing, occurring or caused prior to the first date of the Initial Operating Period ("NEA Environmental Liabilities"). NEA shall indemnify BOC and its respective officers, directors, shareholders, employees and agents, from and against any and all NEA Environmental Liabilities. Prior to and during BOC's occupancy of the Facility, NEA shall advise BOC in writing of the existence of any existing contamination or remediation/removal orders or activities relating to the Facility, the Facility Site or the NEA Plant.
6.2 BOC Obligations. BOC will be solely responsible for all claims, damages, losses, costs and expenses arising from the release of Hazardous Material on, at or under the Facility or from noncompliance with applicable environmental Legal Requirements, in either case, occurring after the first date of the Initial Operating Period and arising as a result of the activities of BOC and its agents, sub-contractors and employees ("BOC Environmental Liabilities"). BOC shall indemnify NEA, and its respective officers, directors, shareholders, employees and agents, from and against any and all BOC Environmental Liabilities. Following commencement of the Initial Operating Period, BOC shall be responsible for the presence of Hazardous Materials used in processing carbon dioxide gas which are stored at the Facility Site and turned over to BOC at commencement of the lease.
6.3 Notification of Releases. BOC and NEA shall immediately notify the other of any Hazardous Material released at the Facility or the NEA Plant, respectively, as a result of BOC's or NEA's activities thereon that could adversely affect the other party or its property, and shall comply with all of the other party's procedures applicable thereto. BOC shall provide NEA and NEA shall provide BOC with safety data sheets for any Hazardous Materials BOC uses at the Facility or NEA uses at the NEA Plant, respectively.
6.4 Hazardous Material Disposal. BOC shall be responsible for the disposal of Hazardous Material, if any, generated by or at the Facility during the Operating Period (such Hazardous Material hereinafter referred to as "BOC Hazardous Material"). Such disposal shall be performed in a safe manner and in accordance with any and all Legal Requirements and Authorizations, and any contractor appointed by BOC for this purpose shall be competent, insured, and licensed in accordance with Legal Requirements.
6.5 Remediation. BOC shall notify NEA in writing as soon as practicable after BOC's discovery of Hazardous Materials that existed on the Facility Site or the NEA Plant Site prior to the Effective Date or which arose from or were caused by releases prior to the Effective Date ("NEA Hazardous Materials") and NEA shall have a reasonable period or time to undertake, at its own expense, such corrective measures as are necessary to remove such NEA Hazardous Materials and to remediate such presence or discharge in compliance with applicable environmental laws or as directed by a Governmental Authority. If NEA fails to commence, or, once commenced, fails to complete within a reasonable period of time, such removal and remediation activities, then BOC shall have the right to undertake such removal and remediation activities and NEA shall reimburse BOC for its actual, documented costs therefor within thirty (30) days of receipt of an invoice.
NEA shall notify BOC in writing as soon as practicable after NEA's discovery of BOC Hazardous Materials on the Facility Site or the NEA Plant Site, and BOC shall have a reasonable period or time to undertake, at its own expense, such corrective measures as are necessary to remove such BOC Hazardous Materials and to remediate such presence or discharge in compliance with applicable environmental laws or as directed by a Governmental Authority. If BOC fails to commence, or, once commenced fails to complete within a reasonable period of time, such removal and remediation activities, then NEA shall have the right to undertake such removal and remediation activities and BOC shall reimburse NEA for its actual, documented costs therefor within thirty (30) days of receipt of an invoice.
7. NEA RESPONSIBILITIES
7.1 General. NEA shall at its own cost and expense provide and carry out the information, materials, services, obligations and other items set out in this Agreement and this Section 7, at such times and in such manner as may be required for the timely, expeditious and orderly performance by BOC of the operation, maintenance and repair of the Facility.
7.2 Operational Information. During and after the Transition Period, NEA shall make available to BOC complete copies of all technical, operational and other related information regarding the Facility, as is in the possession, or under the control, of NEA. BOC shall not be responsible for any default hereunder resulting directly from NEA's failure to provide such information relevant to such default.
7.3 Equipment Manuals. During and after the Transition Period, NEA shall make available copies of all Equipment vendors' manuals and any other relevant information provided by any agent or contractor performing services for and on behalf of NEA with respect to the Facility.
7.4 NEA Permits. NEA shall be responsible for obtaining, maintaining and renewing all Authorizations, including any NEA Permit Requirements, for NEA to do business in the jurisdiction in which the Facility is located and for the use, ownership, operation and maintenance of the Facility and the Facility Site, other than BOC Permits as provided in Section 3.1 above.
7.5 Security. NEA shall not be required to provide any security except to maintain a fence around the NEA Plant Site and maintain such control over the access of one common gate for the NEA Plant and the Facility as NEA maintains for the NEA Plant. Currently the control of access is effected through a remotely operated camera located at the access gate. NEA shall not be responsible for the activities of persons authorized by BOC to enter the Facility Site and may deny access to the Facility Site to any person not authorized by BOC to enter the Facility Site.
7.6 Enforcement. NEA will maintain and enforce all real estate and contractual rights that are necessary for it to perform its obligations under this Agreement and shall permit BOC to enforce on its behalf all warranties held by NEA of Equipment or the Facility.
8. RIGHT OF ENTRY BY NEA
BOC shall permit (i) NEA or NEA's Affiliates, authorized agents, representatives or employees to enter upon the Facility Site during normal business hours for the purpose of determining compliance with this Agreement, the Steam Agreement and the BOC Flue Gas Sale Agreement and (ii) NEA's lenders to enter upon the Facility Site during normal business hours in order to exercise their rights pursuant to any applicable financing documents between such lenders and NEA and an attornment agreement between BOC and such lenders; provided that NEA shall give BOC advance written notice when reasonable to do so before entering the Facility for these purposes and shall not thereby unreasonably interfere with BOC's use thereof.
9. TAXES
9.1 Real and Personal Property. BOC shall reimburse NEA for all real and personal property taxes, general and special assessments and any value added taxes which may be levied upon, assessed against or applicable to the Facility or, the Facility Site or any part thereof. NEA shall bill BOC for such expenses as they come due and BOC shall pay NEA within thirty days of receiving such bill.
9.2 Exemption. Upon BOC's request, NEA shall provide BOC with properly completed exemption certificates for any tax from which NEA claims exemption.
9.3 Assessment. Any tax assessment or excise imposed by any present or future law or by any Governmental Authority in connection with any Power delivered hereunder (other than income, real estate or franchise taxes imposed on NEA or NEA's property), if paid by NEA as the result of its performance under this Agreement shall be added to Additional Rent invoiced and shall be paid by BOC.
10. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
10.1 Disclosure. This Agreement and any Confidential Information which has been or may be furnished or otherwise made available by either party (the "disclosing party") to the other (the "receiving party") in connection therewith, is and shall remain the sole and exclusive property of the disclosing party and may only be used for the purpose of operating and maintaining the Facility, including for the analysis of the costs and appropriateness of the methods of operation of the Facility. Without the prior written consent of the disclosing party, the receiving party shall not disclose to any third person or use for any purpose any Confidential Information, except that the receiving party may disclose and use any Confidential Information as follows:
(i) disclosures to receiving party's Affiliates and its or its Affiliates' employees, lenders, investors, counsel, accountants or other representatives; provided that the receiving party causes such persons to comply, in writing, with this Section 10;
(ii) in order to comply with any Legal Requirement, stock exchange rule, tax audit or tax compliance procedures; provided that prior to making any such disclosure (except with respect to tax matters) the disclosing party making the disclosure will notify the receiving party of any proceeding of which it is aware that may result in disclosure, and use reasonable efforts to limit or prevent such disclosure;
(iii) in connection with bona fide potential purchasers of the Facility, the NEA Plant or interests in the receiving party or its Affiliates if such potential purchasers have agreed in writing (i) to only use the Confidential Information on a need to know basis and solely for purposes of evaluating the purchase and (ii) to abide by the terms of this Section 10.
If a party determines, after using all reasonable due diligence that disclosure of this Agreement or the filing of copies of this Agreement is required under any requirement of the Securities and Exchange Commission, such party will, to the maximum extent permitted by law, take all reasonable actions including, without limitation, requesting confidential treatment pursuant to the rules and regulations of the Securities and Exchange Commission of such Confidential Information to limit from any public disclosure such information under the Freedom of Information Act.
10.2 Termination. Upon the termination of this Agreement, the receiving party shall: (i) promptly return all Confidential Information of the disclosing party to it, whether in written or electronic form, and neither receiving party nor any of its employees shall retain any copies, extracts, or other reproductions thereof, in whole or in part, in any form whatsoever; and (ii) take reasonable steps to assure that all documents, memoranda, notes, and other writings or electronic records prepared by it which include or reflect any Confidential Information belonging to the disclosing party and cannot be returned pursuant to (i) above, are destroyed.
10.3 Irreparable Harm. Receiving party recognizes that disclosing party and its Affiliates, if relevant, may suffer irreparable harm as a result of the unauthorized disclosure, reproduction or use of any Confidential Information and that monetary damages will be inadequate to compensate disclosing party for such breach. Therefore, receiving party agrees that in the event of any failure to comply with the provisions of this Section, disclosing party shall be entitled to seek a preliminary injunction, and any other equitable relief in order to protect and recover the Confidential Information.
10.4 Disclosure Required. The foregoing to the contrary notwithstanding, if disclosure of any Confidential Information of the disclosing party is legally required to be made by the receiving party in or pursuant to a judicial, administrative or governmental proceeding or order or similar proceeding or order of a self-regulatory organization, the receiving party may make such disclosure but only to the extent required to comply with the law; provided, however, that if required, receiving party will cooperate if disclosing party seeks a protective order or other legal action to resist such disclosure and shall limit such disclosure to the minimum required.
10.5 Intellectual Property. All rights in inventions, designs and other intellectual property created or developed solely by BOC during the Operating Period with respect to the Facility shall be vested in BOC and NEA shall have a non-exclusive, royalty-free license to use such inventions, designs and other intellectual property at the Facility as necessary. BOC will notify NEA when it becomes aware of the creation or development of any such intellectual property. The parties shall provide all necessary consents and execute all requisite documentation to effect the formal vesting in BOC or its nominee of such rights.
10.6 Fluor-Daniel. BOC shall comply with the confidentiality obligations of NEA under the provisions of the Fluor-Daniel license agreement attached as Exhibit G as such obligations relate solely to NEA's grant of a sub-license to BOC of certain intellectual property related thereto.
11. WARRANTY
11.1 BOC warrants that the operation and maintenance of the Facility shall be in accordance with all Legal Requirements and in conformity with generally acceptable practices in the industrial gas industry.
11.2 OTHER THAN THE WARRANTY SET FORTH HEREIN, THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND OR NATURE, AND BOC NEITHER MAKES NOR INTENDS, NOR DOES IT AUTHORIZE ANY AGENT OR REPRESENTATIVE TO MAKE, ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY LAW, AND NO OTHER WARRANTIES BY BOC SHALL BE IMPLIED OR CREATED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11.3 OTHER THAN THE POWER WARRANTY SET FORTH IN SECTION 4.2 HEREIN, NEA MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN FACT OR BY LAW, WITH RESPECT TO POWER INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12. CLAIMS
Written notice of all claims for breach of any warranty set forth in this Agreement shall be made as soon as reasonably possible, but no later than thirty (30) days of the date NEA knew or should have known of the basis of such claim. Written notice of all claims relating to any Power or backup power delivered by NEA (or not delivered) shall be made within thirty (30) days of such delivery (or after the date that the same should have been delivered). Written notice of all claims with respect to billing matters shall be made within one (1) year of the date of the relevant invoice.
13. INDEMNIFICATION
13.1 General. Except as otherwise set forth in this Agreement, each party (the "Indemnifying Party") agrees to indemnify and hold the other party, its directors, officers, partners, agents, and employees ("Indemnitees") harmless from and against any and all claims, damages, losses, demands, liabilities and actions or causes of action, including any and all cost or expense of any kind or nature related thereto (including court costs and reasonable attorneys' fees) asserted by any person other than a party, Praxair or their Affiliates (collectively, "Claims") including Claims resulting from bodily injury, death or damage to property of any person, to the extent arising out of or caused by the reckless, negligent or willful acts or omissions of the Indemnifying Party arising from or in connection with its obligations hereunder.
13.2 Notice and Defense. In the event an Indemnitee seeks to be indemnified hereunder, it shall promptly notify the Indemnifying Party in writing of the facts and circumstances upon which any such Claim is based; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder. The Indemnifying Party shall defend each Claim which is less than or equal to the amounts set forth in Section 13.3 with counsel of its sole choice and shall have the sole authority to settle or compromise the same. As long as the Indemnifying Party defends a Claim, the party bringing the Claim shall not be responsible for the fees of attorneys retained separately by it. Upon the Indemnifying Party's request, Indemnitee shall cooperate with the Indemnifying Party in the defense of each Claim with such cooperation including providing information nec essary to answer interrogatories, producing requested documents and making employees available as witnesses at oral deposition and/or trial.
13.3 Indemnification Caps. Notwithstanding any other provision hereof, the parties' indemnification obligations under Sections 12 and 13 with respect to any matter arising out of, under or in connection with this Agreement shall not exceed in the aggregate US$500,000 per Claim or event, subject to a total aggregate capped amount of US$1,000,000 over the term of this Agreement.
13.4 Payments. Any payment made by a party pursuant to this Section in respect of any Claim shall be net of any insurance proceeds realized by and paid to the Indemnitee in respect of such Claim and shall be reduced by an amount equal to any tax benefits realized by the Indemnitee which are attributable to such Claim.
13.5 Other Limitations. Except for the indemnification obligations set forth in Sections 13.1, 13.2 and 13.3, in no event shall either party be liable hereunder to the other party for any indirect, incidental, special or consequential damages, including, but not limited to, lost profits, loss of use or business interruptions under any circumstances, caused by or arising out of, in whole or in part, any negligent act or omission, even if advised of the possibility of such damages.
14. INSURANCE
14.1 General. BOC and NEA shall maintain until termination of this Agreement the insurance requirements set forth in Schedule VII.
14.2 Evidence of Insurance. On or before the required date for the insurance to be provided as required herein (and each policy renewal date) each party shall provide certificates of insurance to the other evidencing that the required insurance is in place. The certificates shall include the type of insurance, the limits of insurance and any excesses or deductibles, the policy term, the name of the insurer, and a list of the applicable endorsements.
14.3 Notice. Each party shall give the other prompt notification of any claim with respect to any of the insurance policies referred to in this clause, together with details of the incident giving rise to such claim, and shall afford each other all such assistance as may be required for the preparation and negotiation of insurance claims.
14.4 Insurance Proceeds. In the event of any loss or damage to the Facility or any related material or Equipment, NEA shall, to the extent permitted by its financing agreements, apply any proceeds resulting from the insurance policies to the repair or replacement of the Facility or such related material or equipment.
15. FORCE MAJEURE
15.1 Force Majeure. Other than in respect of a payment of money due, neither party shall have any liability to the other for failure to perform its obligations, delay or loss occasioned by any circumstance, event or occurrence beyond the reasonable control of the affected party ("Force Majeure"). Force Majeure events may include acts of God or public enemy; fire; explosion; flood; drought; war; riots; sabotage; accident; embargo; governmental priority; requisition; condemnation; nationalization; allocation or other action by Governmental Authority; unavailability of Equipment due to extraordinary equipment failure (unless such failure occurred as a result of the affected party's failure to maintain same in accordance with generally accepted industry standards); pipeline breaks; blockades; unavailability of supply of raw materials from normal sources; or labor matters.
15.2 Effect of Non-Performance. If a party is unable to perform any obligation in this Agreement because of Force Majeure, then, subject to Section 4.3, the obligations of that party shall be suspended to the extent and for the period of such Force Majeure condition, provided that: (i) the suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure event; (ii) the affected party uses reasonable endeavors to avoid and reduce the effects of the Force Majeure event, and to resume performance of its obligations; (iii) the affected party gives prompt written notice to the other party setting out the nature of the event of Force Majeure, the impact it will have on performance, and its expected duration, and provides status updates whenever there is any significant change.
15.3 Shortfall. Each time that a Shortfall occurs for forty-eight (48) consecutive hours or more the Base Rent for the month shall be abated by an amount equal to the monthly Base Rent times the quotient obtained by dividing the number of hours a Shortfall existed minus 48 by the number of hours in the month. The abatement of the Base Rent shall be BOC's sole remedy for any failure by NEA to generate or deliver Power or Flue Gas to BOC and NEA shall not be in default hereunder for such failure if the Base Rent is abated.
15.4 Excused Performance. BOC's performance under this Agreement of its obligations to take Power shall be excused for any period of time when the NEA Plant is operating only one gas turbine and it is operating on fuel oil or when the NEA plant is operating both gas turbines on fuel oil ("Oil Operations"). Such an event would prevent NEA from providing Flue Gas to the Facility from a gas turbine operating on natural gas and any monthly Base Rent due hereunder shall be abated by an amount equal to the Base Rent for the affected month times the quotient obtained by dividing the number of hours of Oil Operations within the month by the total number of hours in the month. The rent abatement provided under this Section shall not be available during any period in which neither gas turbine is in operation, nor shall the rent abatement be applicable to any period for which BOC receives a rent abatement pursuant to any other provision of this Agreement.
16. TERM AND TERMINATION
16.1 Term of Agreement. Subject to Section 16.2 and 16.3, this Agreement shall commence on the Effective Date and shall remain in full force and effect through the Initial Operating Period and shall continue in effect thereafter unless either party terminates by providing the other with at least twelve (12) months prior written notice of termination of this Agreement, which termination shall be effective no earlier than the expiration of the Initial Operating Period.
16.2 Early Termination For Default. This Agreement or any or all of the services to be provided hereunder may be terminated by either party (the "non-defaulting party") if any of the following events ("Events of Default") occur by or with respect to the other party (the "defaulting party"): (i) the defaulting party commits a material breach of any of its obligations hereunder (including a failure to make payment when due) and, subject to Section 22, fails to cure such breach within thirty (30) days of receipt of written notice from the non-defaulting party; (ii) any insolvency of the defaulting party, any filing of a petition in bankruptcy by or against the defaulting party, any appointment of a receiver for the defaulting party, or any assignment for the benefit of the defaulting party's creditors; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the proceeding is not dismissed within sixty (60) days after the filing thereof; or (iii) the Steam Agreement or both flue gas agreements are terminated due to a default by the defaulting party. Upon any Event of Default, in addition to its right to terminate this Agreement, a party may pursue any remedy available at law or in equity. In addition, if the Steam Agreement is terminated for any reason other than a default hereunder, this Agreement shall automatically terminate.
16.3 Special Termination Events. Upon a Special Termination Event, either party may upon thirty (30) days notice terminate this Agreement so long as it also agrees to terminate the Steam Agreement and neither party shall have further liability to the other party after the date of termination except as provided in Sections 3.3 and 16.4 with respect to liabilities accruing before the date of termination. For purposes of this Section "Special Termination Events" means (1) any Force Majeure event that results in any shutdown of the NEA Plant which lasts longer than three (3) months, (2) any renegotiation or termination of any of NEA's power sales agreements that either reduce the amount of Power available to BOC and required to operate the Facility or results or is expected to result in more than four (4) Shortfalls occurring over a one (1) month period, (3) the elimination of the requirement that NEA maintain the "qualifying facility" certification of the NEA Plant in order to comply with its power sal es agreements, financing agreements or any applicable Legal Requirements, (4) any Major Repair or Replacement which exceeds or is expected to exceed a total cost to BOC of US$750,000 per calendar year, or a series of such Major Repairs or Replacements exceeding or expected to exceed a total of US$5,000,000 in the aggregate over the term of the Agreement net insurance recovery or any contributions made by NEA, (5) any Major Repair or Replacement to Front End Equipment, preventing operation of the Facility, that takes longer than three (3) months to repair or replace or (6) BOC's failure to take delivery of sufficient Steam as defined in Section 3 of the Steam Agreement over a twelve (12) month calendar period during the Operating Period or if NEA provides written notice to BOC on the last business day of August in each calendar year which indicates the amount of Steam required to be purchased by BOC thereunder and any forecasts related thereto over the remaining term of the calendar year to maintain NEA's "qu alifying facility" certification and following such written notice, BOC fails to provide and follow a reasonable remediation plan to ensure consumption of such Steam prior to December 31st. Upon a Special Termination Event relating to (1), (2), (3) or, if NEA is unwilling to make its share of the contributions per (4) above, NEA shall pay BOC an amount equal to the Unamortized Capital Investment as of the date of termination within thirty (30) days after receiving from BOC an invoice therefore, together with supporting documentation.
16.4 No Release. Termination shall not release either party from any obligation or liability incurred prior to the date of termination. In all other respects, the rights and obligations of the parties to this Agreement which expressly or by implication come into or continue in force after the date of termination or expiration of this Agreement shall survive termination or expiration. Neither party shall have any liability to the other party for terminating the Agreement pursuant to this Section 16 except for termination pursuant to Section 16.2, 16.3 or as provided in Section 3.3.
17. ASSUMPTION OF OBLIGATIONS IN THE EVENT OF MATERIAL BREACH OF THE STEAM AND BOC FLUE GAS SALE AGREEMENT
The Parties agree that the Three Party Agreement of even date herewith, a copy of which is attached hereto as Exhibit H, will govern BOC and Praxair's respective obligations to each other and NEA in the event of a material breach of this Agreement, the Steam Agreement or BOC Flue Gas Sale Agreement.
18. ASSIGNMENT
18.1 Permitted. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, and their respective successors and permitted assigns. This Agreement may not be assigned by either party hereto without (a) assignment of the Steam Agreement and the BOC Flue Gas Sale Agreement and (b) the prior written consent of the other party, provided that such consent shall not be unreasonably withheld or delayed; except (i) BOC may assign this Agreement to Praxair on ten (10) days written notice to NEA; (ii) NEA may assign this Agreement, to its lenders, subject to a consent and agreement the form of which is attached as Exhibit I; and (iii) either party may assign this Agreement together with the Steam Agreement, the Three Party Agreement and BOC Flue Gas Sale Agreement or any of its rights hereunder to any of such parties' Affiliates, or to any creditworthy entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock or pa rtnership interests (as the case may be), or the assets or business of such party, if such entity agrees in writing to assume and be bound by all of the obligations of such party under this Agreement. Any purchaser of the NEA Plant shall be deemed to be a creditworthy entity. Any assignment shall not relieve the assigning party of its responsibility for its obligations hereunder.
18.2 Subcontract. BOC may subcontract any part or parts (but not the whole) of the operation or maintenance services to subcontractors, but BOC shall remain responsible for carrying out such services.
18.3 No Sublease. BOC shall not sublease all or part of the Facility Site or the Facility without NEA's prior written consent.
19. NOTICES
Unless otherwise specifically provided for herein, all notices, consents, requests, demands and other communications required or permitted to be given pursuant to this Agreement shall be deemed to have been duly given if delivered personally or sent by telex, telecopy, facsimile transmission, or certified mail (postage prepaid, return receipt requested). Until another address or addressee shall be furnished in writing by either party, notices shall be given in duplicate, addressed as follows:
To BOC at: The BOC Group, Inc. 575 Mountain Avenue Murray Hill, New Jersey 07974 Attention: General Counsel Telecopier: (908) 771-4803		To NEA at: Northeast Energy Associates, Limited Partnership c/o FPL Energy LLC Juno Beach, FL 33408 Attn: Business Manager Telecopier: (561) 691-7309
with a required copy to: The BOC Group, Inc. 575 Mountain Avenue Murray Hill, New Jersey 07974 Attention: Vice President, Product Management, BOC Gases Division Telecopier: (908) 771-1468
20. RELATIONSHIP OF PARTIES
20.1 Landlord/Tenant. The parties, for all purposes under this Agreement, shall be considered landlord and tenant and the relationship of NEA and BOC shall under no circumstances be deemed that of master and servant, principal and agent, employer and employee, partners, or joint venturers. Neither party has the right or authority to enter into any contract, warranty, guaranty or other undertaking in the name or for the account of the other party, or to assume or create any obligation or liability of any kind, express or implied, on behalf of the other party, or to bind the other party in any manner whatsoever, or to hold itself out as having any right, power or authority to create any such obligation or liability on behalf of the other or to bind the other party in any manner whatsoever (except as otherwise provided by this Agreement or as to any other actions taken by either party at the express written request and direction of the other party).
20.2 Independent Responsibility. Except as otherwise described herein, for the purposes of this Agreement each party is solely responsible for its own employees, agent contractors and invitees, including the actions or omissions and the payment of compensation, taxes and benefits of those employees, agent contractors and invitees.
21. INSPECTION AND REPORTING
Each party shall keep, in accordance with generally accepted accounting principles consistently applied, separate records together with all supporting documents and allow the other party (the "Auditing Party") or its authorized representative (subject to a confidentiality agreement acceptable to the party to be audited) at all reasonable times upon no less than fourteen (14) days prior written notice to inspect and copy any information relevant to the compliance by that party with its obligations under this Agreement. The Auditing Party shall bear the expense of this inspection.
22. DISPUTE RESOLUTION
In the event that a party to this Agreement has reasonable grounds to believe that the other party hereto has failed or may fail to fulfill any obligation hereunder, or that its expectation of receiving due performance under this Agreement may be impaired, such party will promptly notify the other party in writing of the substance of its belief. The party receiving such notice must respond in writing within thirty (30) days of receipt of such notice and either provide evidence that the condition has been cured, or provide an explanation of why it believes that its performance is in accordance with the terms of this Agreement, and also specify three (3) dates, all of which must be within thirty (30) days from the date of its response, for a meeting to resolve the dispute. The claiming party will then select one (1) of the three (3) dates, and a dispute resolution meeting will be held. If the parties cannot, in good faith discussions, resolve their dispute, they will submit the dispute to senior executives rep resenting each party who are authorized to resolve such dispute, respectively. Any resolution upon which these executives may agree will be final and binding on the parties. If said dispute cannot be settled within thirty (30) days after the initial request for a senior executive level meeting, the parties will attempt in good faith to resolve the dispute by mediation. The parties shall agree upon a neutral mediator chosen from the Center of Public Resources Judicial Panel to mediate efforts to arrive at a settlement. If the dispute has not been resolved pursuant to the aforesaid mediation procedure within sixty (60) days of the commencement of such procedure or if the parties do not agree to pursue mediation within sixty (60) days of the initial request for meeting, each party shall be free to pursue all its legal remedies.
23. GENERAL PROVISIONS
23.1 Title and Section Headings. The title and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or of any provision hereof.
23.2 Entire Agreement. Except as otherwise provided herein, this Agreement and the attached Schedules, Exhibits and Appendices set forth the entire agreement between BOC and NEA regarding the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements and understandings between the parties, whether oral or written. The parties recognize that this Agreement, the flue gas agreements and the Steam Agreement are part of an integrated transaction.
23.3 Modifications. No extension (whether pursuant hereto or otherwise), amendment, modification, change, waiver or discharge of, or addition to, any provision of this Agreement shall be effective unless the same is in writing and is signed or otherwise assented to in writing by an authorized individual on behalf of BOC, NEA and Praxair, and unless such writing specifically states that the same constitutes such an amendment, modification, change, waiver or discharge of, or addition to, one of more provisions of this Agreement.
23.4 Severability. If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby and it is the intention of the parties that any such provision be reformed so as to make it enforceable to the maximum extent permissible under applicable law.
23.5 Governing Law. The provisions of this Agreement shall be governed and construed in all respects in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts of law rules.
23.6 Purchase Orders. The parties may, from time to time, use purchase orders, acknowledgments, websites, clickthrough agreements, EDI documents, or other instruments to order, acknowledge, or specify delivery times, suspensions, quantities, or other similar specific matters concerning the Equipment, the Facility, or relating to performance hereunder, but the same are intended for convenience and record purposes only and any provisions that may be contained therein are not intended to (nor shall they serve to) add to or otherwise amend or modify any provision of this Agreement, even if signed or accepted on behalf of either party with or without qualification.
23.7 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one an the same instrument.
23.8 Approvals. In the event approvals or notifications of any governmental authorities are needed for the effectiveness of this Agreement, then this Agreement shall not become effective until such approvals are obtained or such notifications have become effective. NEA shall provide its full assistance in obtaining any such approval or to give any notice, as and when needed.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
THE BOC GROUP, INC.			NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP By Northeast Energy, LP,     Its General Partner By ESI Northeast Energy GP,     Its Administrative General Partner
By:	R S GRANT		By:	RONALD SCHEIRER
Name:	R. S. Grant		Name:	Ronald Scheirer
Title:	Vice President		Title:	Vice President

Exhibit A

Facility Site Identification

Exhibit B
Form of Memorandum of Lease
MEMORANDUM OF LEASE
This Memorandum of Lease memorializes that certain Operating Lease Agreement by and between Northeast Energy Associates, a Limited Partnership, a Massachusetts limited partnership of as Lessor and The BOC Group, Inc., a Delaware corporation, of 575 Mountain Avenue, Murray Hill, New Jersey 07974, as Lessee concerning the premises leased at 92A Depot Street, Bellingham, Massachusetts as more particularly described as follows:
For good and valuable consideration, Lessor leases the premises, together with all easements, rights, improvements and appurtenances or as the case may be to Lessee and Lessee hires such premises from Lessor for the term and under the provisions contained in the above-referenced Agreement, which Agreement is incorporated in this Memorandum of Lease by this reference.
The term of the Lease between the parties shall shall commence upon Lessee's occupancy of the premises, but in any event no later than January 1, 2003 and expire no earlier than September 14, 2016.
This Memorandum is not a complete summary of the lease and the provisions herein shall not be used in interpreting the lease provisions of the Agreement. In the event of a conflict between this Memorandum and the Agreement, the Agreement shall control.
Signed in the presence of:
	Northeast Energy Associates, A Limited Partnership By Northeast Energy, LP,     Its General Partner By ESI Northeast Energy GP,     Its Administrative General Partner
	By:
	The BOC Group, Inc.
	By:

State of New Jersey
	SS:
County of Union
The foregoing instrument was acknowledged before me this _____ day of _________________, 2002 by __________________.
		Notary Public
State of ______________________
	SS:
County of _____________________
The foregoing instrument was acknowledged before me this _____ day of _________________, 2002 by __________________ of The BOC Group, Inc., a Delaware corporation, on behalf of the corporation.
		Notary Public
THIS INSTRUMENT PREPARED BY:

Exhibit C

Form of Transition Services Agreement

Exhibit D

Form of Operations Report

Exhibit E

Delivery Point

Exhibit F
Rent Schedule
I.	Base Rent
	$224,848.00 per month (May 1 - October 31, hereinafter "Summer")
	$155,370.00 per month (November 1 - April 30, hereinafter, "Winter")
	Additional Rent
	Summer: for Volume greater than 4.7 MW/hr, the rate is as set forth in Section II below
	Winter: for Volume greater than 3.7 MW/hr, the rate is set forth in Section II below
II.	Additional Rent shall be according to the following schedule:

Power Schedule
Year	Rate ($/MWhr)
2003	$  77.89
2004	$  80.60
2005	$  83.51
2006	$  86.63
2007	$  90.00
2008	$  93.61
2009	$  97.49
2010	$101.67
2011	$106.16
2012	$110.99
2013	$116.17
2014	$121.75
2015	$127.75
2016	$134.19

III.	Base Rent (for both Summer and Winter) shall be adjusted annually beginning January, 2004 by the following formula:
	RentNew = Base Rent x (PPIN/PPIB)
	Where
	PPIB = Final annual average PPI Industrial Commodities for the time period January 1, 2002 to December 31, 2002
	PPIN = Annual average PPI Industrial Commodities for the twelve month period preceding each escalation
	RentNew = New Base Rent, provided however that the RentNew shall never be less than the Base Rent
	Invoices issued prior to publication of the final PPIN will reflect a provisional adjustment based on the publication of the preliminary PPIN and will be promptly adjusted based following publication of the final PPIN. NEA shall calculate all pricing adjustments herein and provide BOC with a copy of the calculations for the BOC's verification of the same.

Exhibit G

Copy of Fluor Daniels License Agreement

Exhibit H

Copy of Form of Three Party Agreement

Exhibit I

Copy of Form on Consent Agreement

Schedule I

Equipment

Front End and Back End

Schedule II
NEA Permit Requirements
1.	Title 5 Air Permit
2.	Risk Management Plan
3.	Storm Water Pollution Plan
4.	Septic System

Schedule II

Permitted Encumbrances

Schedule IV

Inventory/Spare Parts

Schedule V

Sample Calculation for Applying Credits

Example 1 - Facility is not operating for 98 hours during June. First BOC downtime event during calendar year

Base Rent = $224,848.00

Hourly Charge = $224,848.00 / 30 days / 24 hours per day = $312.29 / hour

Minimum Downtime prior to banking credits - 48 hours

Allowable Credits - 98 hours minus 48 hours = 50 Hours times $312.29 / hour equals $15,614.44 in credits

Credits can be applied against Additional Rent within 12 months of incurring this downtime event

Example 2 - Facility is not operating for 312 hours during June. First BOC downtime event during calendar year

Base Rent = $224,848.00

Hourly Charge = $224,848.00 / 30 days / 24 hours per day = $312.29 / hour

Minimum Downtime per year prior to banking credits - 48 Hours

Maximum Downtime per year - 240 hours

Allowable Credits - 312 hours minus 48 hours = 264 Hours - Greater than annual cap, so limited to annual cap of 240 hours.

Credit Calculation - 240 hours times $312.29 / hour equals $74,949.60 credits

Credits can be applied against Additional Rent within 12 months of incurring this downtime event

Example 3 - Facility is not operating for 72 hours during June. BOC has already used 200 allowable credit hours during calendar year.

Base Rent = $224,848.00

Hourly Charge = $224,848.00 / 30 days / 24 hours per day = $312.29 / hour

Minimum Downtime per year prior to banking credits - 48 Hours

Maximum Downtime per year - 240 hours

Allowable Credits - the minimum of 240 allowable hours less hours accrued to date or hours down during event

As the event's 72 hours plus the already experienced 200 hours is greater than the cap, this event's credit hours are limited to 40 hours (240 minus 200), and no other credit hours are allowed during the calendar year.

Credit calculation - 40 hours times $312.29 / hour equals $12,491.60 credits

Credits can be applied against Additional Rent within 12 months of incurring this downtime event

Schedule VI

NEA Security and Safety Policies

Schedule VII
Insurance
During the Operating Period, BOC and NEA shall maintain in effect the following insurance coverages:
NEA:
1) Property "All Risks" Insurance coverage for in a limit equal to the replacement cost value of the Facility comparable to similar policies offered at the international level for this type of Facility; and
2) Comprehensive General Liability Insurance coverage of at least $1M, which shall include (a) injury to or death of or damage to the property of any third party, (b) damage to the environment, (c) liability arising from performance of this Agreement, and (d) contractual liability coverage applicable to this Agreement, all of which shall be comparable to similar policies offered at the international level for this type of risk; and
3) Workers' Compensation Insurance with statutory limits and Employer's liability insurance coverage with limits of at least $1M per occurrence.
All policies of insurance maintained by NEA pursuant to this Section shall:
·	be endorsed to name BOC as an additional insured on the liability policy;
·	provide at least 30 days' written notice to BOC in the event that such insurance is cancelled, materially reduced, restricted or expires;
·	include a waiver of subrogation in favor of BOC, and its subcontractors, employees and persons under its control;
·	have deductibles appropriate for NEA's financial capability and in line with appropriate industry standards.
BOC:
1) Automobile Liability Insurance of at least $1M
2) Comprehensive General Liability Insurance coverage of at least $1M which shall include injury to or death of or damage to the property of any third party and shall include liability arising from performance of this Agreement, and shall be comparable to similar policies offered at the international level for this type of risk.
3) Workers' Compensation Insurance - statutory limits
All policies of insurance maintained by BOC pursuant to Section 14 shall:
·	provide at least 30 days' written notice to NEA in the event that such insurance is cancelled, materially reduced, restricted or expires

Appendix I
Cost Allocations for Major Repairs or Replacements of Front End and Back End Equipment shall be subject to the following formulas:
NEA = 1-	Remaining Term of the Agreement
	Original Term of the Agreement
BOC =	Remaining Term of the Agreement
	Original Term of the Agreement
The above formulas shall be further adjusted in the event of early termination of the Agreement as set forth therein and any Interest attributable thereto.

EX-10

Exhibit 10.28

ON-SITE STEAM SUPPLY AGREEMENT

BETWEEN

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

AND

THE BOC GROUP, INC.

TABLE OF CONTENTS

		Page
1.	DEFINITIONS	3
2.	PURCHASE AND SALE OF PRODUCT	4
3.	STEAM QUANTITY OBLIGATIONS	4
4.	TERM	4
5.	SPECIFICATIONS	4
6.	WARRANTY	4
7.	PRICE AND PAYMENT	5
8.	PRICE ADJUSTMENTS	5
9.	TAXES	5
10.	MEASUREMENT	5
11.	CLAIMS	5
12.	PLANT DOWNTIME	5
13.	LIMITATIONS OF LIABILITY	5
14.	INDEMNIFICATION	5
15.	EXCUSED AND UNEXCUSED NON-PERFORMANCE	6
16.	ASSIGNMENT	6
17.	NOTICES	6
18.	TERMINATION	7
19.	GENERAL PROVISIONS	7
20.	DISPUTE RESOLUTION	8

EXHIBIT A	GENERAL
EXHIBIT B	PRICE ADJUSTMENTS
EXHIBIT C	PURPA REGULATIONS
EXHIBIT D	SAMPLE CALCULATIONS
EXHIBIT E	DELIVERY POINTS FOR STEAM AND CONDENSATE

ON-SITE STEAM SUPPLY AGREEMENT
THIS AGREEMENT is made and entered into as of the 10th day of October, 2002, between NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP, a Massachusetts limited partnership ("NEA") and THE BOC GROUP, INC., a Delaware corporation ("BOC").
WHEREAS, BOC and NEA have entered into that certain Operating Lease Agreement dated October 10, 2002 (the "Operating Lease") pursuant to which BOC has leased and will operate and maintain NEA's carbon dioxide processing plant facility located at Bellingham, Massachusetts (the "Facility");
WHEREAS, BOC and NEA have entered into that certain Flue Gas Agreement dated October 10, 2002 (the "BOC Flue Gas Sale Agreement") pursuant to which BOC has agreed to purchase and NEA has agreed to sell flue gas produced by NEA's cogeneration power plant associated with the Facility (the "NEA Plant") necessary for the production of carbon dioxide gas; and
WHEREAS, BOC wishes to purchase from NEA and NEA wishes to sell to BOC the steam produced by the NEA Plant for the production of carbon dioxide gas.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, and subject to the terms and conditions of this Agreement, BOC and NEA hereby agree as follows:
1. DEFINITIONS
Unless defined elsewhere in this Agreement, the capitalized terms in this Agreement shall have the meanings set forth in this Section. The terms defined below or used elsewhere in this Agreement shall be deemed to refer to the singular or plural as the context requires.
1.1 "Affiliate" shall mean any company, person or other legal entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the party specified, where control means the possession, directly or indirectly, of the power to direct the management and policies of a party, whether through the ownership of voting securities, contract or otherwise.
1.2 "Flue Gas" shall mean the feedstock produced by the NEA Plant and supplied to each of BOC and Praxair Inc. ("Praxair") pursuant to the terms of flue gas agreements entered into separately with BOC and Praxair, respectively, and meeting the specifications as set forth therein.
1.3 "Minimum Product Charge" shall mean the monthly base charge for Steam as charged by NEA under this Agreement as set forth in Section IV of Exhibit A attached hereto.
1.4 "Minimum Summer Flow Rate" shall mean 71,500 pounds of Steam per hour.
1.5 "Minimum Winter Flow Rate" shall mean 54,000 pounds of Steam per hour.
1.6 "Power" shall mean the amount of electricity generated by the NEA Plant which will be delivered to the Facility.
1.7 "Relevant Agreements" shall mean collectively, the Operating Lease and BOC Flue Gas Sale Agreement.
1.8 "Seasonal Take or Pay" shall mean BOC's required hourly average Summer or Winter Flow Rates of Steam during the Summer and Winter seasons, respectively, as set forth in Section I of Exhibit A attached hereto and subject to the availability allowances stated herein.
1.9 "Shortfall" shall mean the condition when (i) NEA is producing or making available the Steam at less than the Minimum Summer or Minimum Winter Flow Rates as set forth in Section I of Exhibit A attached hereto required by BOC pursuant to this Agreement or (ii) that Power and/or Flue Gas are not available such that the Facility cannot operate at the production levels that it has been demonstrated to be capable of running.
1.10 "Steam" shall mean steam produced by the NEA Plant meeting the Specifications.
1.11 "Specifications" shall mean the temperature and pressure specifications of Steam to be supplied under this Agreement as set forth in Section II of Exhibit A hereto.
1.12 "Supply Period" shall mean the Initial Supply Period defined in Section III of Exhibit A during which NEA agrees to supply Steam to the Facility, and any extensions therein.
1.13 "Summer" shall mean the period of time running from May 1st up to and including October 31st for each year during the Supply Period.
1.14 "Winter" shall mean the period of time running from November 1st up to and including April 30th for each year of the Supply Period.
2. PURCHASE AND SALE OF STEAM
2.1 NEA shall sell and deliver to BOC BOC's requirements for Steam at the Facility, up to a maximum flow rate of 100,000 pounds of Steam per hour. BOC shall purchase and accept Steam produced by the NEA Plant provided that the Steam delivered to BOC shall meet the Specifications.
2.2 Subject to Section 7 below, when and to the extent that the NEA Plant is operating, NEA shall make Steam available to BOC at the battery limits between the NEA Plant and the Facility referenced on drawing # 624700-4-0151, Rev 5, Exhibit E (the "Delivery Point").
2.3 BOC shall apply such Steam solely to thermal use within the meaning of the NEA Plant's thermal use requirements for "qualifying facility" status (its "QF Status") under the Public Utility Regulatory Policy Act of 1978 and the regulations issued thereunder, attached hereto as Exhibit C.
2.4 BOC shall nominate in writing the expected consumption levels of Steam on a monthly basis prior to the close of business on the last day of each preceding month. On the tenth business day following the end of the first and second quarters and on the tenth business day of each calendar month thereafter, NEA shall advise BOC in writing of the amounts of Steam BOC must take which are sufficient for NEA to maintain its QF Status under applicable regulations and BOC shall operate the Facility so as to utilize such amount of Steam.
3. STEAM QUANTITY OBLIGATION
BOC shall be obligated to take delivery of 473 million pounds of Steam during each calendar year of the Supply Period to be made available or delivered at an average hourly flow rate of 54,000 lbs/hr at anytime when Flue Gas and Power are made available to BOC pursuant to the Relevant Agreements; provided, that during any period in which the NEA Plant is not producing Steam and Flue Gas or Power is unavailable or neither turbine is operating on natural gas, then BOC's obligation to take delivery of 473 million pounds of Steam shall be reduced on an hourly basis by 54,000 pounds during such time; provided further that BOC shall not be in material breach of this Agreement for any failure to take 473 million pounds of Steam during each calendar year of the Supply Period if at the end of such calendar year BOC takes sufficient Steam for NEA's Plant to maintain its QF Status. NEA shall not be required to operate the NEA Plant solely to furnish Steam to BOC, but at all times that NEA is produ cing Steam at the NEA Plant, NEA must deliver sufficient Steam at a minimum of 54,000 lbs/hr to operate the Facility.
4. TERM
Subject to Section 18.1, this Agreement shall be in effect from the date first set forth above through the expiration or termination of the Initial Supply Period and shall continue in effect thereafter, unless either party terminates by providing the other with at least twelve (12) months prior written notice of termination of this Agreement, which termination shall be effective no earlier than the expiration of the initial Supply Period.
5. SPECIFICATIONS
5.1 BOC may reject Steam delivered to BOC under this Agreement that does not conform to the Specifications.
5.2 Subject to Section 2.3, final determination of the use of the Steam taken by BOC is the sole responsibility of BOC. BOC may obtain and install testing devices to determine whether the Steam delivered to BOC hereunder conforms to the Specifications before BOC uses it at BOC's discretion, but no error in, or failure to make, any such test shall impair any right on the part of BOC to pursue its remedies hereunder. BOC shall use commercially reasonable efforts to return all condensate recovered from the Steam delivered hereunder. BOC shall pay NEA the Condensate Shortfall Payment within twenty-five (25) days after receipt of an invoice therefor. "Condensate Shortfall Payment" for any period equals $0.003 multiplied by the positive difference, if any, between the number of pounds of Steam delivered to BOC and the number of pounds of condensate returned to NEA at the battery limits between the Facility and the NEA Plant referenced on drawing #624700-4-0151, Rev 5, Exhibit E (the "Condensate Delivery Point").< /FONT>
5.3 In the event that any Steam delivered to BOC by NEA fails to meet the Specifications, BOC, at its option, has the sole right to determine whether to purchase such Steam and any decision not to purchase such non-conforming Steam shall be subject to the provisions of Section 15.3 below.
6. WARRANTY
OTHER THAN AS SET FORTH HEREIN, NEA MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND OR NATURE WITH RESPECT TO THIS AGREEMENT, EXPRESS OR IMPLIED, IN FACT OR BY LAW, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. PRICE AND PAYMENT
7.1 For each month of the Supply Period, NEA shall bill BOC and BOC shall pay NEA in accordance with the pricing schedule set forth in Section IV of Exhibit A.
7.2 To the extent that BOC requires additional Steam in amounts greater than the Seasonal Take or Pay quantities as provided herein, and BOC wishes to purchase such additional Steam from NEA, then NEA shall sell and deliver such additional Steam to BOC at the rates set forth in Section IV of Exhibit A. If for any reason the Facility is not operating and Power, Steam or Flue Gas are available (a "Facility Outage"), then BOC shall continue to pay the Minimum Product Charge for Summer Steam or Winter Steam as the case may be, provided that if in any calendar year the number of hours of Facility Outage exceed 48, any Minimum Product Charge paid with respect to any Facility Outage hour after the 48th hour (prorated on an hourly basis) shall be applied as a credit by the end of the following calendar year on a dollar for dollar basis against BOC's payment obligations for Incremental Supply of Steam as defined in Exh ibit A, Section IV, for up to a total of two hundred and forty (240) credit hours over a calendar year. A sample calculation of the credit is contained in Exhibit D.
7.3 NEA shall submit a monthly invoice to BOC, on or before the 5th of each month, covering all charges and other sums, if any, applicable to such month as well as all Steam delivered during the prior month not covered by the prior invoice. Such invoices shall be on a net cash basis, payable by BOC within twenty-five (25) days after receipt thereof. Any payments owing to NEA pursuant to this Section 7 that are not paid when due (other than as a result of a delay directly caused by NEA) shall be subject to interest at a rate equal to the lesser of the prime rate as listed in the Wall Street Journal under 'Money Rates' plus two percent (2%) or the maximum permitted by law.
8. PRICE ADJUSTMENTS
Each January 1 after the first calendar year of the Supply Period, NEA shall adjust the Pricing Schedule in Exhibit A, Section IV in accordance with the procedures set forth in Exhibit B attached hereto.
9. TAXES
Any tax assessment or excise imposed by any present or future law or by any governmental authority in connection with any Steam sold or delivered hereunder (other than income, real estate or franchise taxes imposed on NEA or NEA's property), if paid by NEA as the result of its performance under this Agreement shall be added to amounts invoiced and shall be paid by BOC.
10. MEASUREMENT
10.1 Steam deliveries shall be measured hourly.
10.2 NEA shall install and maintain such metering equipment as may be necessary hereunder. Either party may notify the other party to inspect and test such metering equipment. Such requesting party shall bear the costs of such test, which will be performed by NEA. If any meter is found to be inaccurate by more than two percent (2%), any billings based on such meter shall be adjusted to offset such inaccuracy with respect to only those deliveries made during the shorter of thirty (30) days prior to such test or the last half of the period of time since the last meter test. In addition to the foregoing metering equipment, BOC may install, maintain and calibrate, at its sole expense, check meters.
11. CLAIMS
Written notice of all claims relating to any Steam delivered by NEA (or not delivered) shall be made within thirty (30) days of such delivery (or after the date that the same should have been delivered). Written notice of all claims with respect to billing matters shall be made within one (1) year of the date of the relevant invoice.
12. PLANT DOWNTIME
NEA shall promptly notify BOC of any NEA Plant downtime and the anticipated duration of such downtime.
13. LIMITATIONS OF LIABILITY
Except for the indemnification obligations set forth in Sections 14.1, 14.2 and 14.3, in no event shall either party be liable to the other in contract or tort for any indirect, special, incidental or consequential damages under any circumstances including, without limitation, any such damages caused by, or arising out of, in whole or in part, any negligent action or omission or related strict liability (whether loss or use, loss of work in progress, downtime, loss of profits or any other similar or dissimilar damage) even if advised of the possibility of such damages.
14. INDEMNIFICATION
14.1 Except as otherwise set forth in this Agreement, each party (the "Indemnifying Party") agrees to indemnify and hold the other party, its directors, officers, agents, and employees (the "Indemnitees") harmless from and against any and all claims, damages, losses, demands, liabilities and actions or causes of action, including any and all cost or expense of any kind or nature related thereto (including court costs and reasonable attorneys' fees) asserted by any person other than a party or its Affiliates (collectively, "Claims") including Claims resulting from bodily injury, death or damage to property of any person to the extent arising out of or caused by the reckless, negligent or willful acts or omissions of the Indemnifying Party arising from or in connection with its obligations hereunder.
14.2 In the event an Indemnitee seeks to be indemnified hereunder, it shall promptly notify the Indemnifying Party in writing of the facts and circumstances upon which any such Claim is based; provided that failure to do so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder. The Indemnifying Party shall defend each Claim which is less than or equal to the amounts set forth in Section 14.3 with counsel of its sole choice and shall have the sole authority to settle or compromise the same. As long as the Indemnifying Party defends a Claim, the party bringing the Claim shall not be responsible for the fees of attorneys retained separately by it. Upon the Indemnifying Party's request, the Indemnitees shall cooperate with the Indemnifying Party in the defense of each Claim with such cooperation including providing information necessary to answer interrogatories, producing requested documents and making employees available as witnesses at oral deposition and/or tria l.
14.3 Notwithstanding any other provision hereof, the parties' indemnification obligations under this Section 14 with respect to any matter arising out of, under or in connection with this Agreement shall not exceed in the aggregate US$500,000 per Claim or event, subject to a total aggregate capped amount of US$1,000,000 over the term of this Agreement.
14.4 Any payment made by a party pursuant to this Section in respect of any Claim shall be net of any insurance proceeds realized by and paid to the Indemnitee in respect of such Claim and shall be reduced by an amount equal to any tax benefits realized by the Indemnitee which are attributable to such Claim.
15. EXCUSED AND UNEXCUSED NON-PERFORMANCE
15.1 Other than in respect of a payment of money due, neither party shall have any liability to the other for failure to perform its obligations, delay or loss occasioned by circumstances or any event or occurrence beyond the reasonable control of the affected party ("Force Majeure"). Force Majeure events may include acts of God or public enemy; fire; explosion; flood; drought; war; riots; sabotage; accident; embargo; governmental priority; requisition; condemnation; nationalization; allocation or other action by governmental authority; unavailability of equipment due to extraordinary equipment failure (unless such failure occurred as a result of the affected party's failure to maintain same in accordance with generally accepted industry standards); pipeline breaks; blockades; unavailability of supply of raw materials from normal sources; or labor matters.
15.2 If a party is unable to perform any obligation in this Agreement because of Force Majeure, then the obligations of that party shall be suspended to the extent and for the period of such Force Majeure condition, provided that: (i) the suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure event; (ii) the affected party uses reasonable endeavors to avoid and reduce the effects of the Force Majeure event, and to resume performance of its obligations; (iii) the affected party gives prompt written notice to the other party setting out the nature of the event of Force Majeure, the impact it will have on performance, and its expected duration, and provides status updates whenever there is any significant change.
15.3 Each time that any Shortfall occurs for forty-eight (48) consecutive hours or more, then that portion of the Minimum Product Charge (together with any then applicable price adjustment) which BOC would otherwise have been obligated to pay to NEA pursuant to the Agreement that is apportionable to such time shall be abated by an amount equal to the Minimum Product Charge times the quotient of the number of hours that the Shortfall existed minus 48 divided by the number of hours in the month. The abatement of the Minimum Product Charge shall be BOC's exclusive remedy for any failure by NEA to supply Steam and/or Flue Gas and NEA shall not be in default hereunder for such failure if the Minimum Product Charge is abated.
15.4 BOC's performance under this Agreement shall be further excused in the event neither of the gas turbines at the NEA Plant are operating on natural gas and any payments due hereunder shall be abated as provided in Section 15.3 above
16. ASSIGNMENT
Either party may assign this Agreement to any person to whom it assigns its interest under the Operating Lease in accordance with the terms of the Operating Lease and this Agreement shall be assigned to any person to whom a party assigns its interest under the Operating Lease.
17. NOTICES
Any notice or other communication required or permitted to be given pursuant to this Agreement shall be deemed to have been duly given if delivered personally or sent by telex, telecopy, facsimile transmission (confirmed by certified mail) or by certified mail (postage prepaid, return receipt requested), addressed as provided below. Until another address or addressee shall be furnished in writing by either party, notices shall be given in duplicate, addressed as follows:
if to NEA:		Northeast Energy Associates, Limited Partnership c/o FPL Energy LLC 700 Universe Blvd, P.O. Box 14000 Juno Beach, FL 33408 Attn: Business Manager Telecopier: (561) 691-7309
if to BOC:		The BOC Group, Inc. 575 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel Telecopier: (908) 771-4775
With a copy to:		Vice President, Product Management Facsimile Number: (908) 771-1468
18. TERMINATION
18.1 This Agreement or any or all of the services to be provided hereunder may be terminated by either party (the "non-defaulting party") if any of the following events ("Events of Default") occur by or with respect to the other party (the "defaulting party"): (i) the defaulting party commits a material breach of any of its obligations hereunder (including a failure to make payment when due) and, subject to Section 20, fails to cure such breach within thirty (30) days of receipt of written notice from the non-defaulting party; (ii) any insolvency of the defaulting party, any filing of a petition in bankruptcy by or against the defaulting party, any appointment of a receiver for the defaulting party, or any assignment for the benefit of the defaulting party's creditors; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the proceeding is not dismissed within sixty (60) days after the filing thereof; or (iii) the Operating Lease or both flue gas agreements are terminated due to a default by the defaulting party. Upon any Event of Default, in addition to its right to terminate this Agreement, a party may pursue any remedy available at law or in equity. In addition, if the Operating Lease is terminated for any reason other than a default hereunder, this Agreement shall automatically terminate.
18.2 Termination shall not release either party from any obligation or liability incurred prior to the date of termination. In all other respects, the rights and obligations of the parties to this Agreement which expressly or by implication come into or continue in force after the date of termination or expiration of this Agreement shall survive termination or expiration. Neither party shall have any liability to the other party for terminating the Agreement pursuant to this Section 18.
19. GENERAL PROVISIONS
19.1 The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or of any provision hereof.
19.2 This Agreement and the Exhibits attached hereto set forth the entire agreement between NEA and BOC with respect to the purchase and sale of Steam for use at the Facility. This Agreement supersedes and cancels all prior and contemporaneous agreements and understandings between the parties, oral or written, relating to the purchase and sale of Steam for use at the Facility. The parties recognize that this Agreement and the Relevant Agreements are part of an integrated transaction.
19.3 The parties may, from time to time, use purchase orders, acknowledgments, websites, click through agreements, EDI documents or other instruments to order, acknowledge or specify delivery times, suspensions, quantities or other similar specific matters concerning the Steam or relating to performance hereunder, but the same are intended for convenience and record purposes only and any provisions which may be contained therein are not intended for convenience and record purposes only and any provisions which may be contained therein are not intended to (nor shall they serve to) add to or otherwise amend or modify and provision of this Agreement, even if signed or accepted on behalf of either party with or without qualification.
19.4 If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby and it is the intention of the parties that any such provision be reformed so as to make it enforceable to the maximum extent permissible under applicable law.
19.5 This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
19.6 This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws.
19.7 The relationship between BOC and NEA is that of independent contractors. Neither party is agent for the other and neither party has any authority to make any contract, whether expressly or by implication, in the name of the other party without that party's prior written consent.
19.8 Each party represents that this Agreement has been duly authorized by all necessary corporate action on its part to be performed and that it is free as of the date of this Agreement of any statutory, contractual or other obligations that would prevent it from entering this Agreement and performing hereunder.
19.9 No extension (whether pursuant hereto or otherwise), amendment, modification, change, waiver or discharge of, or addition to, any provision of this Agreement shall be effective unless the same is in writing and is signed or otherwise assented to in writing by an authorized individual on behalf of BOC and NEA, and unless such writing specifically states that the same constitutes such an amendment, modification, change, waiver or discharge of, or addition to, one of more provisions of this Agreement.
19.10 In the event approvals or notifications of any governmental authorities are needed for the effectiveness of this Agreement, then this Agreement shall not become effective until such approvals are obtained or such notifications have become effective. NEA shall provide its full assistance in obtaining any such approval or to give any notice, as and when needed.
20. DISPUTE RESOLUTION
In the event that a party to this Agreement has reasonable grounds to believe that the other party hereto has failed or may fail to fulfill any obligation hereunder, or that its expectation of receiving due performance under this Agreement may be impaired, such party will promptly notify the other party in writing of the substance of its belief. The party receiving such notice must respond in writing within thirty (30) days of receipt of such notice and either provide evidence that the condition has been cured, or provide an explanation of why it believes that its performance is in accordance with the terms of this Agreement, and also specify three (3) dates, all of which must be within thirty (30) days from the date of its response, for a meeting to resolve the dispute. The claiming party will then select one (1) of the three (3) dates, and a dispute resolution meeting will be held. If the parties cannot, in good faith discussions, resolve their dispute, they will submit the dispute to senior executives rep resenting each party who are authorized to resolve such dispute, respectively. Any resolution upon which these executives may agree will be final and binding on the parties. If said dispute cannot be settled within thirty (30) days after the initial request for a senior executive level meeting, the parties will attempt in good faith to resolve the dispute by mediation. The parties shall agree upon a neutral mediator chosen from the Center of Public Resources Judicial Panel to medicate efforts to arrive at a settlement. If the dispute has not been resolved pursuant to the aforesaid mediation procedure within sixty (60) days of the commencement of such procedure, or if the parties do not agree to pursue mediation within sixty (60) days of the initial request for meeting, each party shall be free to pursue all its legal remedies.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
THE BOC GROUP, INC.			NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP By Northeast Energy, LP, its General Partner By ESI Northeast Energy GP, its Administrative General Partner
By:	R S GRANT		By:	RONALD SCHEIRER
Name:	R. S. Grant		Name:	Ronald Scheirer
Title:	Vice President		Title:	Vice President

EXHIBIT A
I.	Production and Delivery Capabilities
	Seasonal Take or Pay
	Minimum Summer Flow Rate 71,500 lbs./hr Steam on an hourly basis.
	Minimum Winter Flow Rate 54,000 lbs./hr Steam on an hourly basis.
II.	Steam Specifications
	Per ASME CRDT vol 34 standard for boiler feed water
	Pressure:	42-150 psig
	Temperature:	350oF - 450oF
	Total Dissolved Solids:	0.5 to 1 ppm
	Silica:	0.02 ppm maximum
	Conductivity:	25 micro ohms maximum
	pH:	8.0 - 8.5
III.	Initial Supply Period
	January 1, 2003 through September 14, 2016
IV.	Pricing Schedule
	Base Supply:
	Minimum Product Charge for Summer Steam - $149,978.40
	Minimum Product Charge for Winter Steam - $80,146.80
	The Minimum Product Charge shall be escalated as per Exhibit B
	Incremental Supply:
	Charge for Summer Steam > 71,500 lbs./hr
	$3.85/1000 lbs.
	Charge for Winter Steam > 54,000 lbs./hr
	$3.85/1000 lbs.
	The Incremental Supply charge shall be escalated as per Exhibit B

EXHIBIT B

PRICE ADJUSTMENTS

The Minimum Product Charge for the Base Supply (for both Summer and Winter) shall be adjusted effective January 2004 and annually thereafter by the following formula:

Minimum Product Charge_New = Minimum Product Charge x (PPI_N/PPI_B)

Where

PPI_B = Final annual average PPI Industrial Commodities for the time period January 1, 2002 to December 31, 2002

PPI_N = Annual average PPI Industrial Commodities for the twelve month period preceding each escalation

Minimum Product Charge_New = new steam charge; provided however that the Minimum Product Charge_New shall never be less than the Minimum Product Charge

Invoices issued prior to publication of final PPI_N will reflect a provisional adjustment based on publication of the preliminary PPI_N and will be adjusted promptly following publication of the final PPI_N. Invoices issued following publication of the final PPI_N will include any necessary adjustments which result from changing any months provisional PPI to the final PPI. NEA shall calculate all pricing adjustments herein and provide BOC with a copy of the calculations for BOC's verification of the same.

The charge for Incremental Supply of natural gas (for both Summer and Winter) shall be adjusted each January 1 by the following formula:

Price_New = Price_Base x (NG_N/NG_B)

Where

NG_B = Average of the NYMEX Henry Hub final settlement price for each month in calendar year 2002.

NG_N = Average of the NYMEX Henry Hub final settlement price for each month in the preceding calendar year.

Price_New = New Incremental Steam price as calculated above, however the Price_New shall never be less than Price_Base.

Price_Base = $3.85 per 1000 lbs. of Steam

EXHIBIT C

PURPA REGULATIONS

EXHIBIT D

SAMPLE CALCULATION TO APPLY CREDITS

Example 1 - Facility is not operating for 40 hours during June (Summer month) during first contract year.

Minimum Product Charge = $149,978.40

Hourly Charge = $149,978.40 / 30 days / 24 hours per day = $208.30 / hour

Minimum Downtime per event - 48 Hours

No Credit Allowed

Example 2 - Facility is not operating for 98 hours during June. First BOC downtime event during calendar year

Minimum Product Charge = $149,978.40

Hourly Charge = $149,978.40 / 30 days / 24 hours per day = $208.30 / hour

Minimum Downtime per event prior to banking credits - 48 Hours

Allowable Credits - 98 hours minus 48 hours = 50 Hours times $208.30 / hour equals $10,415.17 credits

Credits can be applied against Incremental Supply Charge within 12 months of incurring this downtime event

Example 3 - Facility is not operating for 312 hours during June. First BOC downtime event during calendar year

Minimum Product Charge = $149,978.40

Hourly Charge = $149,978.40 / 30 days / 24 hours per day = $208.30 / hour

Minimum Downtime per event prior to banking credits - 48 Hours

Maximum Downtime per year - 240 hours

Allowable Credits - 312 hours minus 48 hours = 264 Hours - Greater than annual cap, so limited to annual cap of 240 hours.

Credit Calculation - 240 hours times $208.30 / hour equals $49,992.00 credits

Credits can be applied against Incremental Supply Charge within 12 months of incurring this downtime event

Example 4 - Facility is not operating for 98 hours during June. BOC has already used 200 allowable credit hours during calendar year.

Minimum Product Charge = $149,978.40

Hourly Charge = $149,978.40 / 30 days / 24 hours per day = $208.30 / hour

Minimum Downtime per event prior to banking credits - 48 Hours

Maximum Downtime per year - 240 hours

Allowable Credits - 98 hours minus 48 hours = 40 Hours

As the event's 40 hours plus the already experienced 220 hours is greater than the cap, this event's credit hours are limited to 20 hours (240 minus 220), and no other credit hours are allowed during the calendar year.

Credit calculation - 20 hours times $208.30 / hour equals $4,166.00 credits

Credits can be applied against Incremental Supply Charge within 12 months of incurring this downtime event

EXHIBIT E

DELIVERY POINTS FOR STEAM AND CONDENSATE

EX-10

Exhibit 10.29
THREE PARTY AGREEMENT
THIS THREE PARTY AGREEMENT (this "Agreement"), is entered into as of October 10, 2002, among THE BOC GROUP, INC., a Delaware corporation ("BOC"), PRAXAIR, INC., a Delaware corporation ("Praxair"), and NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP, a Massachusetts limited partnership ("NEA").
WHEREAS, NEA owns a carbon dioxide processing plant facility located at Bellingham, Massachusetts (the "Facility");
WHEREAS, BOC and NEA have entered into that certain On-Site Steam Supply Agreement dated October 10, 2002 (the "Steam Agreement") pursuant to which BOC has agreed to purchase and NEA has agreed to sell the steam produced by NEA's cogeneration power plant (the "NEA Plant") associated with the Facility;
WHEREAS, BOC and NEA have entered into that certain Operating Lease Agreement, dated October 10, 2002 (the "Lease Agreement") pursuant to which BOC has agreed to lease, operate and maintain the Facility;
WHEREAS, BOC and NEA have entered into that certain Agreement of Sale, dated as of October 10, 2002 (the "BOC Flue Gas Sale Agreement" and, together with the Steam Agreement and the Lease Agreement, the "BOC Documents")), pursuant to which BOC has agreed to purchase and NEA has agreed to sell flue gas from the NEA Plant.;
WHEREAS, Praxair and NEA have entered into that certain Flue Gas Supply Agreement, dated as of October 10, 2002 (the "Praxair Flue Gas Agreement") pursuant to which Praxair has agreed to purchase and NEA has agreed to sell flue gas from the NEA Plant;
WHEREAS, Praxair and BOC have entered into that certain Tolling Agreement, dated as of October 10, 2002 (the "Tolling Agreement"), pursuant to which BOC tolls flue gas from the NEA Plant to Praxair.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Consent to Assignment. In the event that (i) BOC is in default under the Lease Agreement, the Steam Agreement or the BOC Flue Gas Sale Agreement and such default is not cured within the applicable grace period under such agreements, or (ii) BOC's credit rating with respect to its senior unsecured debt (not supported by third party credit enhancements), as published by the Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.) or Moody's Investor Services, Inc., is less than investment grade, BOC will assign the Lease Agreement and the Steam Agreement to Praxair and Praxair shall accept the assignment of BOC's rights and obligations thereunder and toll flue gas for BOC pursuant to the Tolling Agreement; provided that Praxair and BOC shall, promptly after such assignment, execute and deliver to NEA a written assignment and assumption agreement in the form attached hereto as Exhibit A (the "Assignment"), whereby Praxair expressly agrees to assume all rights and obl igations under such documents.
2. Agreement of BOC and Praxair. Praxair and BOC agree that, upon assignment, NEA may treat and regard Praxair as the counterparty under each of the Lease Agreement and Steam Agreement. NEA shall have no liability to BOC for accepting performance from Praxair under the Lease Agreement and the Steam Agreement or for any payments made to Praxair. Any assignment by BOC to Praxair of BOC's rights and obligations under the Lease Agreement and the Steam Agreement shall not be effective until a fully executed copy of the Assignment is delivered to NEA.
3. Nullification or Invalidity of Agreements. In the event a federal or state agency or a court having jurisdiction over the matter nullifies, invalidates or finds the Tolling Agreement, the Steam Agreement, the BOC Flue Gas Sale Agreement, the Praxair Flue Gas Agreement or the Lease Agreement unlawful or unenforceable (each, a "Nullification Event"), then, within 20 days of receipt of written notice of such Nullification Event from Praxair and/or BOC, NEA or its operator-agent (other than BOC or Praxair) will resume operating the Facility and shall supply equal amounts of the Facility's output of finished carbon dioxide to BOC and Praxair for what would have been the remaining term of the Lease Agreement absent the Nullification Event, and BOC and Praxair shall accept any finished carbon dioxide so supplied. NEA agrees to use commercially reasonable efforts to produce finished carbon dioxide in quantities and of a quality similar to those then prevailing under the Tolling A greement at the time of the Nullification Event. Finished carbon dioxide supplied pursuant to this Section 3 shall be sold by NEA to Praxair and BOC at prices for each year equal to the amount that would be payable by BOC under the Lease Agreement, the Steam Agreement and the BOC Flue Gas Agreement and by Praxair under the Praxair Flue Gas Agreement for steam, power and flue gas at the operating efficiencies for power and steam as demonstrated by BOC in the twelve (12) months prior to the date of the Nullification Event, or if less than twelve months, during the time BOC was operating the Facility, plus all reasonable operation and maintenance expenses for the Facility incurred in connection with NEA's operation of the Facility over and above those covered under the Lease Agreement, the Steam Agreement, the BOC Flue Gas Agreement or the Praxair Flue Gas Agreement. The Parties shall negotiate written agreements for the sale of finished carbon dioxide incorporating these terms and agree to conform such agreeme nts to those prevailing quality assurance and quality controls in the Steam Agreement, Lease Agreement, Tolling Agreement, BOC Flue Gas Agreement and Praxair Flue Gas Agreement, as existing at the time of the Nullification Event, as soon as possible after the notice of the Nullification Event is given. Should such a Nullification Event occur, BOC agrees to make available its employees located at the Facility to NEA, at cost, for a period of up to three months, in order to continue uninterrupted operation of the Facility pending assumption of operations by NEA's or NEA's operator-agent's personnel.
4. No Modification. BOC and NEA agree that (i) they shall not modify or amend the Lease Agreement or Steam Agreement in any way without the express written consent of Praxair which shall not be unreasonably withheld or delayed and (ii) in the event Praxair becomes the assignee of BOC pursuant to this Agreement, it shall not be bound by any modification or amendment for which it has not provided its consent.
5. Notices. Any notices to be provided under this Agreement shall be given in writing and shall be deemed to be given (a) when received by the other party via certified first class mail, postage prepaid, or (b) as of the date transmitted by telecopier and received in full prior to the close of normal business hours of the recipient, provided such notice is promptly followed with written notice as provided herein, or (c) when received by overnight courier or other means of next day personal delivery. For the purposes of this Section 5, such notices shall be mailed to the addresses or the following respective telecopier numbers as set forth below:
(a)	If to NEA:	Northeast Energy Associates, A Limited Partnership c/o FPL Energy LLC 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attention: Business Manager Fax: 561.691.7309
(b)	If to Praxair:	Praxair, Inc. 39 Old Ridgebury Road Danbury, CT 06810 Attention: Manager Strategic Sourcing Fax: 203-837-2540
	With a copy to:	Praxair, Inc. 39 Old Ridgebury Road Danbury, CT 06810 Attention: Law Department Fax: 203-837-2545
(c)	If to Buyer:	The BOC Group, Inc. 575 Mountain Avenue Murray Hill, New Jersey 07974 Attention: Vice President Product Management Fax: 908-771-1468
	With a copy to:	The BOC Group, Inc. 575 Mountain Avenue Murray Hill, New Jersey 07974 Attention: Law Department Fax: 908-771-4803
By thirty (30) days prior written notice to the other party, any party hereto may change the person or the address to which such notice will be sent.
6. Governing Law. Interpretation and performance of this Agreement shall be in accordance with, and shall be controlled by, the laws of the Commonwealth of Massachusetts (without giving effect to its conflict of laws provisions which could apply the law of another jurisdiction). All disputes arising between the parties concerning the construction or enforcement of this Agreement that the parties are unable to settle between themselves shall be submitted to a trial by judge. THE PARTIES HEREBY WAIVE ANY RIGHTS TO A TRIAL BY JURY. All proceedings shall be held in Boston, Massachusetts. The parties hereby consent to jurisdiction in Boston, Massachusetts, and agree that the Commonwealth of Massachusetts is a convenient venue for any federal or state proceedings between the parties.
7. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be an original, but all of which together shall constitute one instrument.
8. Assignment. This Agreement may not be assigned by Praxair without the prior written consent of NEA and BOC. This Agreement may be assigned by either NEA or BOC solely in connection with an assignment by such party of all of its interests in the Steam Agreement and Lease Agreement in accordance with the provisions thereof.

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed by its duly authorized representative as of the date of this Agreement.
		NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
		By:	Northeast Energy, LP, its General Partner
		By:	ESI Northeast Energy GP, its Administrative General Partner
		By:	RONALD SCHEIRER
		Name: Title:	Ronald Scheirer Vice President
ACKNOWLEDGED AND AGREED:
PRAXAIR, INC.
By:	C M KRICHBAUM
Name: Title:	C. M. Krichbaum Vice President
THE BOC GROUP, INC.
By:	R S GRANT
Name: Title:	R. S. Grant Vice President

EXHIBIT A

FORM OF ASSIGNMENT AGREEMENT

EX-10

Exhibit 10.30

CONSENT AND AGREEMENT

This Consent and Agreement dated as of October 10, 2002 is given by THE BOC GROUP, INC. a corporation organized under the laws of Delaware ("BOC") and PRAXAIR, INC., a corporation organized under the laws of Delaware ("Praxair").

RECITALS

BOC and Northeast Energy Associates, A Limited Partnership ("NEA") have entered into the following agreements relating to the carbon dioxide plant: the Lease Agreement, the Steam Agreement, the Three Party Agreement and the BOC Flue Gas Agreement (as each such term is defined below) (the "BOC Agreements").

Praxair and NEA have entered into the following agreements relating to the carbon dioxide plant: the Three Party Agreement and the Praxair Flue Gas Agreement (as each such term is defined below) (the "Praxair Agreements" and, together with the BOC Agreements, the "Assigned Agreements").

NEA has granted to the Collateral Agent (as defined below) an assignment of and security interest in its rights, title and interest in, to and under the Assigned Agreements pursuant to the Security Agreement (as defined below).

BOC and Praxair hereby acknowledge notice and receipt of, and consent to the assignment by NEA to the Collateral Agent of the Assigned Agreements.

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Definitions. Unless otherwise defined, all terms used herein that are defined in the Credit Agreement (as defined below) (whether by reference to another agreement or otherwise) shall have their respective meanings as so defined and the following terms shall have the meanings set forth below:

"BOC Flue Gas Agreement" shall mean the BOC Flue Gas Agreement of Sale, dated October 10, 2002, between BOC and NEA.

"Collateral Agent" shall mean State Street Bank and Trust Company and its successors and assigns as Collateral Agent under a Collateral Agency Agreement dated as of December 1, 1994 (as amended, supplemented or modified and in effect from time to time, the "Collateral Agency Agreement").

"Credit Agreement" shall mean the Project Loan and Credit Agreement dated as of June 28, 1989, as amended and restated as of December 1, 1994 (and as from time to time further amended or supplemented), among NEA, North Jersey Energy Associates, A Limited Partnership, a New Jersey limited partnership, IEC Funding Corp. (predecessor in interest to Northeast Energy, LP, A Delaware Limited Partnership ("NELP")) and the Collateral Agent.

"Designee" shall mean (i) any person or entity to which the Collateral Agent assigns its rights and interests or the rights and interests of NEA under the Assigned Agreements as contemplated by this Agreement or (ii) any person or entity that is designated, in writing by the Collateral Agent to each of BOC and Praxair, to act or operate on behalf of the Collateral Agent; provided that such designation does not release the Collateral Agent from its obligations hereunder.

"Lease Agreement" shall mean the Operating Lease Agreement, dated October 10, 2002, between BOC and NEA.

"Praxair Flue Gas Agreement" shall mean the Flue Gas Supply Agreement, dated October 10, 2002, between Praxair and NEA.

"Security Agreement" shall mean the Amended and Restated Assignment and Security Agreement dated as of December 1, 1994, as from time to time amended or supplemented, between NEA and the Collateral Agent.

"Steam Agreement" shall mean the On-Site Steam Supply Agreement, dated October 10, 2002, between BOC and NEA.

"Termination Date" shall mean the date on which NELP, as successor to IEC Funding Corp., shall have received notice in writing from the Collateral Agent that the Secured Obligations shall have been paid in full and that the security interests, pledges and other liens created by the Security Agreement shall have been extinguished.

"Three Party Agreement" shall mean the Three Party Agreement, dated October 10, 2002, among BOC, Praxair and NEA.

2. Consent and Agreement.

(a) Each of BOC and Praxair hereby acknowledges receipt of a copy of the Assigned Agreements to which each is a party and consents to the assignment of NEA's rights, title and interest in, to and under the Assigned Agreements as Additional Project Documents to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Security Agreement.

(b) Upon receipt of notice of the occurrence of an Event of Default and during the continuance thereof, the Collateral Agent and any assignee thereof shall be entitled to exercise any and all rights of NEA under the Assigned Agreements in accordance with the terms of the Assigned Agreements, and BOC and Praxair shall comply in all respects with such exercise. Without limiting the generality of the foregoing, the Collateral Agent and any assignee thereof shall have the full right and power to enforce directly against BOC and Praxair all obligations of BOC and Praxair under the Assigned Agreements to which each is a party and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by NEA under the Assigned Agreements, all subject to the terms and conditions of the Assigned Agreements.

(c) Each of BOC and Praxair will perform all terms and conditions of and in accordance with the Assigned Agreements.

(d) Each of BOC and Praxair will not, without the prior written consent of the Collateral Agent, which consent shall not be unreasonably withheld, denied or delayed, take any action to exercise any of its rights to cancel, terminate or suspend performance under the Assigned Agreements unless BOC and/or Praxair, as the case may be, shall have delivered to the Collateral Agent written notice stating that it intends to exercise such right on a date not less than 30 days (or such longer period as provided in the Assigned Agreements) after the date of delivery of such notice, specifying the nature of the default giving rise to such right (and, in the case of a payment default, specifying the amount thereof) and permitting the Collateral Agent to cure such default by making a payment in the amount in default or by performing or causing to be performed the obligation in default, as the case may be.

(e) In the event that the Collateral Agent or its Designee(s) shall assume the Assigned Agreements, by foreclosure or otherwise, the Collateral Agent or its Designee(s) shall assume responsibility for all of NEA's obligations under the Assigned Agreement, including, without limitation, payment of all amounts due and owing to BOC and/or Praxair, as the case may be, under the Assigned Agreements and perform all terms and conditions in accordance therein.

(f) Upon the exercise by the Collateral Agent of any of the remedies set forth in Section 12 of the Security Agreement, the Collateral Agent may assign its rights and interests, and the rights and interests of NEA under the Assigned Agreements to any purchaser or transferee of the Project; provided, that such purchaser or transferee (A) shall confirm to the Collateral Agent in writing that it is either (1) ready, willing and capable of operating the Facility and or (2) shall have engaged the services of another Person who is ready, willing and capable of operating the Facility, (B) shall assume all of the obligations of NEA under the Assigned Agreements, including the payment of any amount due and owing to BOC and/or Praxair, as the case may be, under the Assigned Agreements and (C) shall perform all of the terms and conditions in accordance therewith. The Collateral Agent shall notify BOC and Praxair of any such assignment in writing within [10] days following the date of such assignm ent. Upon such assignment and assumption, the Collateral Agent shall be relieved of all obligations under the Assigned Agreements arising from and after the date of such assignment and assumption.

(g) In the event that any of the Assigned Agreements is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving NEA, and if, within 90 days after such rejection, the Collateral Agent or its Designee(s) shall so request and shall certify in writing to BOC and/or Praxair, as the case may be, that it intends to perform the obligations of NEA as and to the extent required under the rejected Assigned Agreement, BOC and/or Praxair, as the case may be, will execute and deliver to the Collateral Agent or such Designee(s) a new Assigned Agreement to replace each rejected Agreement. Each new Assigned Agreement shall (a) name the Collateral Agent or such Designee(s) as the "Seller" under the rejected Assigned Agreement, (b) have a term equal to the remaining term under the original rejected Assigned Agreement before giving effect to such rejection, and (c) contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreem ent commencing as of the date of such rejection (except for any requirements that have been fulfilled by NEA prior to such rejection).

References in this Consent and Agreement to any "Assigned Agreements" shall be deemed also to refer to any such new Assigned Agreements.

(h) In the event that the Collateral Agent or its Designee(s), or any purchaser, transferee, grantee or assignee of the interests of the Collateral Agent or its Designee(s) in the Project shall assume the obligations of NEA under any of the Assigned Agreements (as contemplated in subsections (c), (d), (e) or (f) above or otherwise), liability in respect of any and all obligations of any such party under such Assigned Agreements shall be limited solely to such party's interest in the Assigned Agreements (and any officer, director, employee, or shareholder of the Collateral Agent thereof shall have no liability with respect thereto). Under no circumstances shall State Street Bank and Trust Company have any liability hereunder in its individual capacity.

(i) Refinancing. Each of BOC and Praxair hereby consents to any refinancing of the Secured Obligations. In the event of any such refinancing, this Consent and Agreement shall not be terminated, amended or modified by, and shall remain in full force and effect following, such refinancing and any reference in this Consent and Agreement to a particular document or agreement, or to a party thereto, or to a particular term or provision thereof shall be deemed to refer to such document or agreement as amended, restated or replaced in connection with such refinancing (or as thereafter amended), to the parties to such amended, restated or replaced document or agreement (and their respective successors and assigns) and to the analogous terms or provisions thereof, and each of BOC and Praxair shall confirm in writing to the Collateral Agent as of the date of such refinancing that, to its knowledge, each representation and warranty of Praxair and/or BOC, as the case may be, in this Consent and Agreement is and shall continue to be true and correct in all material respects after giving effect to such change in references. The foregoing is subject to the conditions that, upon consummation of such refinancing (i) the trustee, Collateral Agent or other security representative succeeding to the Collateral Agent's rights in respect of this Consent and Agreement and the Assigned Agreements under the Security Documents as contemplated as part of such refinancing (the "New Collateral Agent") shall confirm to each of BOC and Praxair, in writing, that such New Collateral Agent will observe the obligations of the Collateral Agent under this Consent and Agreement and that such Consent and Agreement shall remain in full force and effect following such refinancing, on the terms and conditions specified herein, (ii) the New Collateral Agent shall notify each of BOC and Praxair of its name and address and the account to which payments should thereafter be made pursuant to Section 3 hereof, and (iii) the Coll ateral Agent shall confirm to each of BOC and Praxair, in writing, that the New Collateral Agent has succeeded to the Collateral Agent's rights in respect of the Assigned Agreements. Subject to the satisfaction of the foregoing conditions, each of BOC and Praxair hereby consents in the assignment by the Collateral Agent to the New Collateral Agent of the Collateral Agent's rights in respect of each of this Consent and Agreement and the Assigned Agreements and the New Collateral Agent will be entitled to the rights and benefits of the Collateral Agent thereunder.

3. Arrangements Regarding Payments. From the date on which the Collateral Agent provides written notice to each of BOC and Praxair that it has assumed all obligations under the Assigned Agreements, all payments to be made by BOC and/or Praxair, as the case may be, to NEA therein shall be made in lawful money of the United States of America, in immediately available funds, at all times prior to the occurrence of the Termination Date, directly to the Collateral Agent, for deposit into the Revenue Account (Account No. AF 6136) at the principal office of the Collateral Agent at Corporate Trust Department, Two Avenue de Lafayette, Boston, Massachusetts 02110.

4. Representations. BOC hereby represents and warrants as follows:

(a) BOC is a corporation duly organized, validly existing and in good standing under the laws of Delaware.

(b) The execution, delivery and performance by BOC of this Consent and Agreement and the BOC Agreements have been duly authorized by all necessary corporate action, and do not and will not (i) require any consent or approval of BOC's Board of Directors, shareholders or any other Person that has not been obtained, (ii) violate any provision of BOC's certificate of incorporation or by-laws or, to its knowledge violate, or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to BOC, (iii) to its knowledge result in a breach of or constitute a default under any agreement relating to the management or affairs of BOC or any indenture or loan or credit agreement or other material agreement, lease or instrument to which BOC is a party or by which it or its properties may be bound or affected, or (iv) to its knowledge result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Agreement) upon or with respect to any of the properties now owned or hereafter acquired by BOC; and BOC is not in default under the items listed in clauses (i), (ii), (iii) or (iv) of this subsection (b), which default would have a material adverse effect on the ability of BOC to perform its obligations under this Consent and Agreement or the BOC Agreements.

(c) To BOC's knowledge, there are no authorizations or approvals by any governmental or other official agency necessary or desirable for the due execution and delivery by BOC of this Consent and Agreement and the BOC Agreements. To its knowledge, all authorizations or approvals by any governmental or other official agency required to be obtained by BOC for the performance by BOC of this Consent and Agreement and the BOC Agreements have been obtained.

(d) Each of this Consent and Agreement and the BOC Agreements is the legal, valid and binding obligation of BOC enforceable against it in accordance with its terms subject to bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in equity or at law).

(e) BOC is not aware of any pending or threatened action or proceeding affecting BOC before any court, governmental agency or arbitrator that, if adversely determined, could reasonably be expected to have a material adverse effect on the financial condition or operations of BOC or the ability of BOC to perform its obligations under, or that purports to affect the legality, validity or enforceability of, this Consent and Agreement or the BOC Agreements.

(f) BOC is not in default under any material covenant or obligation under the BOC Agreements to which it is a party, as of the date hereof.

5. Representations. Praxair hereby represents and warrants as follows:

(a) Praxair is a corporation duly organized, validly existing and in good standing under the laws of Delaware.

(b) The execution, delivery and performance by Praxair of this Consent and Agreement and the Praxair Agreements have been duly authorized by all necessary corporate action, and do not and will not (i) require any consent or approval of Praxair's Board of Directors, shareholders or any other Person that has not been obtained, (ii) violate any provision of Praxair's certificate of incorporation or by-laws or, to its knowledge, violate, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Praxair, (iii) to its knowledge result in a breach of or constitute a default under any agreement relating to the management or affairs of Praxair or any indenture or loan or credit agreement or other material agreement, lease or instrument to which Praxair is a party or by which it or its properties may be bound or affected, or (iv) to its knowledge result in, or require, the creation or imposition of any mortgage, deed of trus t, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Agreement) upon or with respect to any of the properties now owned or hereafter acquired by Praxair; and Praxair is not in default under the items listed in clauses (i), (ii), (iii) or (iv) of this subsection (b), which default would have a material adverse effect on the ability of Praxair to perform its obligations under this Consent and Agreement or the Praxair Agreements.

(c) To Praxair's knowledge, there are no authorizations or approvals by any governmental or other official agency necessary or desirable for the due execution and delivery by Praxair of this Consent and Agreement and the Praxair Agreements. To its knowledge, all authorizations or approvals by any governmental or other official agency required to be obtained by Praxair for the performance by Praxair of this Consent and Agreement and the Praxair Agreements have been obtained.

(d) Each of this Consent and Agreement and the Praxair Agreements is the legal, valid and binding obligation of Praxair enforceable against it in accordance with its terms subject to bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in equity or at law).

(e) Praxair is not aware of any pending or threatened action or proceeding affecting Praxair before any court, governmental agency or arbitrator that, if adversely determined, could reasonably be expected to have a material adverse effect on the financial condition or operations of Praxair or the ability of Praxair to perform its obligations under, or that purports to affect the legality, validity or enforceability of, this Consent and Agreement or the Praxair Agreements.

(f) Praxair is not in default under any material covenant or obligation under the Praxair Agreements to which it is a party, as of the date hereof.

6. Miscellaneous.

(a) This Consent and Agreement shall be binding upon the successors and assigns of BOC and Praxair and shall inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of NEA, the Collateral Agent, the Secured Parties, and their respective successors, transferees and assigns.

(b) No amendment or waiver of any provisions of this Consent and Agreement or consent to any departure by BOC and/or Praxair, as the case may be, from any provisions of this Consent and Agreement shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No amendment or waiver of any provisions of this Consent and Agreement or consent to any departure by BOC and/or Praxair, as the case may be, from any provisions of this Consent and Agreement shall in any event be effective against NEA unless the same shall be in writing and signed by NEA and then such amendment or waiver shall be effective only in the specific instance and for the specific purpose which it was given.

(c) This Consent and Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

(d) Each of BOC and Praxair hereby agrees that the agreements of the Secured Parties with NEA or its affiliates are solely for the benefit of NEA, and neither BOC nor Praxair shall have any rights under the Credit Agreement or such other agreements or, as against the Collateral Agent or any Secured Party, under any other instrument or document relating thereto, or with respect to Secured Obligations or the proceeds thereof.

(e) In the event of conflict or inconsistency between the instructions or other communications from NEA on the one hand, and the Collateral Agent, on the other hand, and the Collateral Agent has indicated to BOC and/or Praxair, as the case may be, that it has exercised its rights under the Security Agreement, those from the Collateral Agent shall be relied upon, and the Company shall be bound by same as if they were from NEA.

(f) This Consent and Agreement may be executed in any number of counterparts, with the same effect as if they were a single instrument, and any of the parties hereto may execute this Consent and Agreement by signing any such counterpart.

IN WITNESS WHEREOF, the undersigned by its officer duly authorized has caused this Consent and Agreement to be duly executed and delivered as of the day and year first above written.
		THE BOC GROUP, INC.
		By:	R S GRANT
		Name: Title:	R. S. Grant Vice President
		PRAXAIR, INC.
		By:	C M KRICHBAUM
		Name: Title:	C. M. Krichbaum Vice President
Accepted:
STATE STREET BANK AND TRUST COMPANY, not individually, but solely in its capacity as Collateral Agent
By:	TODD R DINEZZA
Name: Title:	Todd R. DiNezza Assistant Vice President
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
By	Northeast Energy, LP., its General Partner
By	ESI Northeast Energy GP, Inc., Its Administrative General Partner
By:	RONALD SCHEIRER
Name: Title:	Ronald Scheirer Vice President

EX-10

Exhibit 10.31
FLUE GAS SUPPLY AGREEMENT
THIS AGREEMENT made as of the 10th day of October 2002 between NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP limited partnership duly incorporated under the laws of the state of Massachusetts, having an office at 700 Universe Blvd., Juno Beach, Florida 33408 (hereinafter referred to as "Seller") and PRAXAIR, INC., a corporation duly incorporated under the laws of the State of Delaware, having an office at 39 Old Ridgebury Road, Danbury, Connecticut 06810-5113 (hereinafter referred to as "Buyer").
WITNESSETH:
WHEREAS Buyer wishes to purchase from Seller and Seller wishes to sell to Buyer Flue Gas (as hereinafter defined) produced by Seller as a by-product of Seller's cogeneration power plant (the "NEA Plant") located in Bellingham, Massachusetts;
NOW THEREFORE in consideration of the premises and of the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer do hereby agree as follows.
ARTICLE I DEFINITIONS
1.1 Definitions: In this Agreement, including the recitals and any appendices, drawings, schedules or attachments, the following words and terms shall have the meanings indicated below
(a) "Contract Year" shall mean a twelve (12) month period beginning at 00:00:01 a.m. on the Effective Date or on any anniversary of such date until the termination of this Agreement;
(b) "Effective Date" shall mean January 1, 2003.
(c) "Flue Gas" shall mean gas stream containing carbon dioxide which is produced as a by-product of the combustion of natural gas at the NEA Plant;
(d) "Delivery Point" shall mean a point between the NEA Plant and the Facility as depicted on Appendix "A";
(e) "psig" shall mean pounds per square inch gauge;
(f) "NEA Plant" shall mean Seller's cogeneration facility and all other associated equipment owned and operated by Seller and any additions or modifications and replacements thereto;
(g) "Initial Supply Period" shall mean the period from January 1, 2003 through September 14, 2016.
(h) "Relevant Agreements" shall mean the Operating Lease Agreement dated October 10, 2002 between Seller and BOC and the On-Site Steam Supply Agreement, dated October 10, 2002 between Seller and BOC.
(i) "Three Party Agreement" shall mean the Three Party Agreement, dated October 10, 2002, among BOC, Buyer and Seller.
(j) "Ton" shall mean 2,000 pounds
ARTICLE II TERM AND TERMINATION
This Agreement shall be effective from the Effective Date to expiration of the Initial Supply Period unless and until expiration or termination of the Relevant Agreements.
ARTICLE III QUANTITY OF FLUE GAS
3.1 At any time that the NEA Plant is operating at least one combustion turbine using natural gas, Seller shall make available to Buyer at the Delivery Point the lesser of (i) 55% of all Flue Gas produced by the NEA Plant or (ii) an amount of Flue Gas containing carbon dioxide of sufficient quantities for Buyer to manufacture a maximum daily quantity of 192.5 Tons of carbon dioxide per day; provided, however, that upon the exercise of Buyer's assumption obligations under the Three Party Agreement, Seller shall make available the lesser of (x) all Flue Gas produced by the NEA Plant or (y) an amount of Flue Gas containing carbon dioxide of sufficient quantities to manufacture a maximum daily quantity of 350 Tons of carbon dioxide per day. If any government regulatory permit which restricts the quantity of manufactured carbon dioxide to 350 Tons per day at the Facility is revised during the Initial Supply Period such that t he quantity of manufactured carbon dioxide can be increased, then Seller will increase the quantity of Flue Gas to sufficient quantities to manufacture a maximum daily quantity of 350 Tons per day of carbon dioxide per day referenced in the preceding sentence proportionately to the increase in the allowed quantity of manufactured carbon dioxide permitted in the revised government regulatory permit. Upon such increase, Seller shall make available to Buyer at the Delivery Point 50% of all Flue Gas produced by the NEA Plant at any time that the NEA Plant is operating at least one combustion turbine using natural gas.
ARTICLE IV PRICE FOR FLUE GAS
4.1 The price for Flue Gas delivered hereunder during the Initial Supply Period shall be $1.00 per year.
4.2 Confidentiality:
(a) This Agreement and any Confidential Information which has been or may be furnished or otherwise made available by either party (the "disclosing party") to the other (the "receiving party") in connection therewith, is and shall remain the sole and exclusive property of the disclosing party and may not be disclosed to any third person or used for any purpose without the prior written consent of the other party, except that as follows:
(i) disclosures to receiving party's affiliates and its or its affiliates' employees, lenders, investors, counsel, accountants or other representatives; provided that the receiving party causes such persons to comply, in writing, with this Section 4.2;
(ii) in order to comply with any legal requirements, stock exchange rule, tax audit or tax compliance procedures; provided that prior to making any such disclosure (except with respect to tax matters) the disclosing party making the disclosure will notify the receiving party of any proceeding of which it is aware that may result in disclosure, and use reasonable efforts to limit or prevent such disclosure;
(iii) in connection with bona fide potential purchasers of the NEA Plant or the carbon dioxide processing facility associated with the NEA Plant (the "Facility") or interests in the receiving party or its Affiliates if such potential purchasers have agreed in writing (i) to only use the Confidential Information on a need to know basis and solely for purposes of evaluating the purchase and (ii) to abide by the terms of this Section 4.2.
(b) If a party determines, after using all reasonable due diligence that disclosure of this Agreement or the filing of copies of this Agreement is required under any requirement of the Securities and Exchange Commission, such party will, to the maximum extent permitted by law, take all reasonable actions including, without limitation, requesting confidential treatment pursuant to the rules and regulations of the Securities and Exchange Commission of such Confidential Information to limit from any public disclosure such information under the Freedom of Information Act.
(c) Termination. Upon the termination of this Agreement, the receiving party shall: (i) promptly return all Confidential Information of the disclosing party to it, whether in written or electronic form, and neither receiving party nor any of its employees shall retain any copies, extracts, or other reproductions thereof, in whole or in part, in any form whatsoever; and (ii) take reasonable steps to assure that all documents, memoranda, notes, and other writings or electronic records prepared by it which include or reflect any Confidential Information belonging to the disclosing party and cannot be returned pursuant to (i) above, are destroyed.
(d) Irreparable Harm. Receiving party recognizes that disclosing party and its Affiliates, if relevant, may suffer irreparable harm as a result of the unauthorized disclosure, reproduction or use of any Confidential Information and that monetary damages will be inadequate to compensate disclosing party for such breach. Therefore, receiving party agrees that in the event of any failure to comply with the provisions of this Section, disclosing party shall be entitled to seek a preliminary injunction, and any other equitable relief in order to protect and recover the Confidential Information.
(e) Disclosure Required. The foregoing to the contrary notwithstanding, if disclosure of any Confidential Information of the disclosing party is legally required to be made by the receiving party in or pursuant to a judicial, administrative or governmental proceeding or order or similar proceeding or order of a self-regulatory organization, the receiving party may make such disclosure but only to the extent required to comply with the law; provided, however, that if required, receiving party will cooperate if disclosing party seeks a protective order or other legal action to resist such disclosure and shall limit such disclosure to the minimum required.
(f) For purposes of this Section 4.2, "Confidential Information" shall mean any and all proprietary and Confidential Information of a party including, but not limited to, know-how, procedures, operating techniques, equipment specifications, analytical specifications, process designs, drawings, prints, technical information and data (including Sensitive Operational Information) relating to or useful in the operation, maintenance and repair of the NEA Plant, the Facility or the processing and supply of Product. Notwithstanding the foregoing, "Confidential Information" shall not include: (a) information received independently from a third party by the receiving party, which third party is not under a confidentiality obligation to Buyer or Seller or any of its affiliates (as the case may be) with regard to such information; (b) information in the possession of the receiving party prior to the date of this Agreement other than by reason of the services to be performed or received pursuant to this Agreement; (c) information that is or becomes publicly available through no wrongful act of either party or its affiliates or (d) information that is independently developed by or for the receiving party without benefit of the other party's Confidential Information; provided that, for each of the foregoing exceptions, the receiving party provides the other party with written documentation evidencing the same upon request of the other party.
(g) For purposes of this Section 4.2, "Sensitive Operational Information" shall mean Confidential Information that relates (inter alia) to NEA Plant's or the Facility's operation or process (including performance data and planning); the identification and characteristics of equipment comprised in an industrial gas plant owned by either Praxair or Seller; know-how relating to the production and storage of industrial gases; information technology systems within either party; or other contract supply arrangements between either Praxair or Seller, respectively, and third parties.
ARTICLE V TAXES
5.1 Buyer shall pay all taxes, except income, real estate or franchise taxes, imposed on Seller or Seller's property relating directly to the purchase of Flue Gas or delivery of Flue Gas to Buyer hereunder. Buyer shall bear any sales taxes or other taxes, if applicable, that may be imposed on the transfer of Flue Gas from Seller to Buyer or shall provide to Seller an applicable sales tax exemption certificate, such as a certificate for resale.
ARTICLE VI FLUE GAS QUALITY
6.1 In the event that (a) any Flue Gas delivered to the Delivery Point fails to meet the specifications set forth below and (b) the Flue Gas cannot be processed to meet the specifications of CGA Grade I Carbon Dioxide in existence on the date of this Agreement, Buyer may reject delivery of such Flue Gas. Rejection of non-usable Flue Gas shall be the Buyer's sole remedy for the delivery of non-usable Flue Gas; provided, however, that nothing contained in this Agreement shall be deemed to limit the remedies available to Buyer under any other agreement between Seller and Buyer.
NEA Bellingham Cogeneration Facility
Flue Gas Specifications
Composition, Volume %			CO2	2.91 (min.)
			H20	9.62 to 12.84
			O2	12.24 to 15.10
			N2 + Air	Balance
Impurities, dry ppm(1)			SO2	0.5
			NOx	25.0
Volatile Organic Compounds (VOC)				3.0
CO				25.0
(1) Based on 15% O2.
6.2 THERE ARE NO EXPRESS WARRANTIES BY SELLER AND NO IMPLIED WARRANTIES BY SELLER (OTHER THAN OF TITLE AS PROVIDED IN THE UNIFORM COMMERCIAL CODE) OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE INCLUDING WITHOUT LIMITATION WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. SELLER WARRANTS THAT ALL GAS DELIVERED TO BUYER HEREUNDER SHALL BE DELIVERED FREE FROM ANY SECURITY INTEREST, LIEN, ENCUMBRANCE OR ROYALTY OBLIGATION.
6.3 Buyer acknowledges that the Flue Gas is produced as by-product of Seller's natural gas combustion process. Seller shall not be obligated to operate the NEA Plant to supply Flue Gas hereunder. Seller shall have the sole and absolute discretion to operate the NEA Plant and to optimize it for the production of Seller's product(s). Seller further acknowledges that any modification at the NEA Plant, including without limitation, a change to the process or operation, construction, testing or shutdown of facilities, upgrade, renovation or debottlenecking of any process pipelines or equipment at the NEA Plant could affect the composition of the Flue Gas delivered hereunder ("Modification"). Seller agrees to notify Buyer during the planning stage of any Modification that may impact the quantity or quality of Flue Gas delivered under this agreement and to permit Buyer access to all relevant information concerning the effect of the Modification in the Flue Gas in whatever form Seller may have such information.
6.4 If future legislation is enacted which specifies the allowable amount of greenhouse gases or air emissions produced by facilities such as NEA Plant and mandates clean air provisions or other atmospheric legislation applicable to NEA Plant or the production of raw carbon dioxide at NEA Plant, or imposes a tax, penalty or fee based, calculated or related thereto, Seller and Buyer shall meet and discuss the effects of the enactment and enforcement of such legislation and shall negotiate in good faith to determine whether and how to modify this Agreement in order to allocate the benefits and burdens of compliance.
ARTICLE VII FORCE MAJEURE
7.1 Other than in respect of a payment of money due neither party shall have any liability to the other for failure to perform its obligations, delay or loss occasioned by circumstances or any event or occurrence beyond the reasonable control of the affected party, including but not limited to, acts of God or public enemy; fire; explosion; flood; drought; war; riots; sabotage; accident; embargo; governmental priority; requisition; condemnation; nationalization; allocation or other action by governmental authority; unavailability of equipment due to major equipment failure (unless such failure occurred as a result of the affected party's failure to maintain same in accordance with generally accepted industry standards); pipeline breaks; blockades; unavailability of supply of raw materials or equipment from normal sources; or labor matters ("Force Majeure").
7.2 If a party is unable to perform any obligation in this Agreement because of Force Majeure, then the obligations of that party shall be suspended to the extent and for the period of such Force Majeure condition, provided that: (i) the suspension of performance is of no greater scope and of no longer duration that is required by the Force Majeure event; (ii) the affected party uses reasonable endeavours to avoid and reduce the effects of the Force Majeure event, and to resume performance of its obligations; (iii) the affected party gives prompt written notice to the other party setting out the nature of the event of Force Majeure, the impact it will have on performance, and its expected duration, and provides status updates whenever there is any significant change,
ARTICLE VIII NOTICES
8.1 All notices, requests, demands, and other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given on the date of receipt if served personally, or by facsimile transmission if received on a business day, during business hours, on the party to whom notice is to be given with a confirming copy mailed, as set out below, within three (3) business days, or on the fifth (5th) day after mailing if mailed to the party to whom notice is to be given, by double registered mail postage prepaid, and properly addressed as follows:
(a) If to Buyer:		Praxair, Inc. 39 Old Ridgebury Road Danbury, CT 06810 Attention: Manager Strategic Sourcing Fax: 203-837-2540
(b) If to Seller:		Northeast Energy Associates, A Limited Partnership c/o FPL Energy LLC 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attention: Business Manager Fax: 561-691-7309
or to such other party or such other address as either party shall from time to time designate for the purpose, by giving to the other party notice in accordance with this Article VII.
ARTICLE IX DISPUTE RESOLUTION
9.1 In the event that a party to this Agreement has reasonable grounds to believe that the other party hereto has failed to fulfill any obligation hereunder, or, that its expectation of receiving due performance under this Agreement may be impaired, such party will promptly notify the other party in writing of the substance of its belief. The party receiving such notice must respond in writing within thirty (30) days of receipt of such notice and either provide evidence of cure of the condition specified, or provide an explanation why it believes that its performance is in accordance with the terms and conditions of this Agreement, and also specify three (3) dates, all of which must be within thirty (30) days from the date of its response, for a meeting to resolve the dispute. The claiming party will then select one (1) of the three (3) dates, and a dispute resolution meeting will be held. If the parties cannot in good faith discussions resolve their dispute, the parties will be free to pursue all remedies allowed under the law without prejudice.
ARTICLE X DAMAGES
10.1 Notwithstanding any provision hereof to the contrary, in no event shall either party be liable to the other for any indirect, incidental, special or consequential damages, including, but not limited to, lost profits, loss of use or business interruptions under any circumstances, caused by or arising out of, in whole or in part, breach of this agreement or any negligent act or omission, even if advised of the possibility of such damages.
ARTICLE XI MISCELLANEOUS
11.1 Interpretation: Unless the contrary be expressly stated, reference to the words "Section", "Article", "'Appendix", "Attachment", "Exhibit" and "Schedule" herein shall refer to a section, article, appendix, attachment, exhibit or schedule of this Agreement, respectively, and reference to "hereof', "'herein", "hereby", "hereunder" or "hereto" refers to the whole of this Agreement and not to any particular Section or Article. All appendices, attachments, exhibits and schedules referenced herein and attached hereto shall constitute a part of this Agreement.
11.2 Headings: The division of this Agreement into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and are not to be used in construing or interpreting this Agreement or any portion thereof
11.3 Gender: In this Agreement, words in the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine and neuter genders.
11.4 Governing Law: This Agreement and all amendments, modifications, alterations or supplements hereto shall be governed by, enforced and interpreted in accordance with the laws of the Commonwealth of Massachusetts without reference to the conflict of laws provisions thereof.
11.5 Currency: All references to money in this Agreement shall be deemed to be references to U.S. Dollars unless otherwise specifically provided.
11.6 Severability of Provisions: If any provisions of this Agreement are invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions of this Agreement.
11.7 Independent Contractor: It is agreed that the relationship between Seller and Buyer is that of independent contractor. Neither party, nor any of their agents or employees, shall be deemed the agent, representative, employee or servant of the other party in the performance of any work, act, or matter, or part of such work, act, or matter contemplated by this Agreement. Each party hereby accepts full and exclusive liability for the payment of any and all taxes and contributions for unemployment insurance, for sickness and disability and for old-age retirement benefits, pensions and annuities now or hereafter imposed by any governmental entity which are measured by the wages, salaries or other remuneration paid to persons employed by it for work required to be performed under the terms of this Agreement.
11.8 Waiver: No waiver by Buyer or Seller of any default of the other party under this Agreement or failure of a party to enforce any rights or remedies it may have hereunder shall operate as a waiver of any subsequent default, right or remedy, whether of like or different character.
11.9 Modification and Amendment: All modifications, amendments and changes to this Agreement shall be in writing executed by both Buyer and Seller.
11.10 Assignment: This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, and their respective successors and permitted assigns. This Agreement may not be assigned by either party hereto without the prior written consent of the other party, provided that such consent shall not be unreasonably withheld or delayed; except (i) Buyer may assign this Agreement to BOC on ten (10) days written notice to Seller; (ii) Seller may assign this Agreement to its lenders, subject to a consent and agreement, the form of which is attached hereto as Appendix B; and (iii) either party may assign this Agreement together with the Relevant Agreements or any of its rights hereunder to any of such parties' affiliates, or to any creditworthy entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock or partnership interests (as the case may be), or the assets or business of such party, if such entity agrees in writing to assu me and be bound by all of the obligations of such party under this Agreement and the Three Party Agreement. Any assignment shall not relieve the assigning party of its responsibility for its obligations hereunder.
11.11 Third Parties: There is no third party beneficiary to this Agreement, and the provisions of this Agreement shall not impart rights enforceable by any person, firm or organization not a party or not a successor or-assignee of a party to this Agreement.
11.12 Entire Agreement: This Agreement, including its appendices, contains the entire agreement between the parties and supersedes all prior or contemporaneous discussions, negotiations, representations or agreements relating to the subject matter covered herein.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.
PRAXAIR, INC.					NORTHEAST ENERGY ASSOCIATES, A Limited Partnership By Northeast Energy, LP     Its General Partner By ESI Northeast Energy GP, Inc.     Its Administrative General Partner
By:	C M KRICHBAUM				By:	RONALD SCHEIRER
Name:	C. M. Krichbaum				Name:	Ronald Scheirer
Title:	Vice President				Title:	Vice President

Exhibit A

Delivery Point of Gas

Drawing No. PR-06-1001

Exhibit B

Form of Consent and Agreements

EX-10

Exhibit 10.32
BOC FLUE GAS AGREEMENT OF SALE
THIS AGREEMENT (the "Agreement") is made and entered into as of the 10th day of October, 2002 by and between THE BOC GROUP, INC. ("Buyer") and NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP ("Seller").
WHEREAS, Seller currently operates or causes the operation of a cogeneration power plant located in Bellingham, Massachusetts; and
WHEREAS, Gas (defined below) is a by-product of the cogeneration plant's natural gas combustion process; and
WHEREAS, Buyer is engaged in the business of purifying and processing such Gas to extract carbon dioxide ("CO2") for sale to its customers; and
WHEREAS, Buyer is desirous of purchasing from Seller the Gas by-product of Seller's natural gas combustion process.
NOW THEREFORE, for and in consideration of the promises hereinafter contained, Seller and Buyer hereby agree as follows:
1. DEFINITIONS
Unless defined elsewhere in this Agreement, the capitalized terms used in this Agreement shall have the meanings set forth in this Section. The terms defined below or used elsewhere in this Agreement shall be deemed to refer to the singular or plural as the context requires.
1.1. "Contract Year" shall mean a twelve (12)-month period beginning at 12:00:01 a.m. on the Effective Date or any subsequent anniversary thereof until the termination of this Agreement.
1.2. "Deliver" or "Delivery" shall mean, with respect to Gas, the point and time at which the Gas stream is diverted from Seller's Plant and enters the Facility and such delivery point shall be demarcated by the point immediately downstream of the No. 1 and No. 2 Facility Bypass Dampers as shown on drawing number PR-06-1001, revision 3, a copy of which is attached hereto as Exhibit A.
1.3. "Effective Date" shall mean the date set forth above.
1.4. "Facility" shall mean Seller's existing building and apparatus located in Bellingham, Massachusetts, including all future additions, changes, or alterations thereto, required for the processing of Gas into Product and the storage/terminal facilities for such Product, and which is leased, maintained and operated by Buyer pursuant to the terms of the Lease Agreement.
1.5. "Gas" shall mean the gaseous stream produced by combustion of natural gas at Seller's Plant.
1.6. "Initial Term" shall mean the period of time commencing on January 1, 2003 through September 14, 2016.
1.7. "Lease Agreement" shall mean that certain Operating Lease Agreement dated October 10, 2002 between Buyer and Seller.
1.8. "Praxair Agreement" shall mean the Flue Gas Supply Agreement, dated October 10, 2002, between Seller and Praxair, Inc.
1.9. "Price" shall mean the nominal price for Gas which Buyer pays to Seller as described in Section 5 below.
1.10. "Product" shall mean the purified and liquefied or solid CO2 produced by the Facility.
1.11. "Relevant Agreements" shall mean collectively: (i) the Lease Agreement and (ii) that certain On-Site Steam Supply Agreement dated October 10, 2002 by and between Seller and Buyer.
1.12. "Seller's Plant" shall mean Seller's existing cogeneration power plant and any additions or modifications and replacements thereto, located in Bellingham, Massachusetts which is associated with the Facility.
1.13. "Ton" shall mean a short ton of two thousand (2,000) pounds.
2. QUANTITY
2.1. At any time that the Seller's Plant is operating at least one combustion turbine using natural gas, Seller shall make available and Deliver to Buyer the lesser of (i) 45% of all Gas produced by the Seller's Plant or (ii) an amount of Gas containing carbon dioxide of sufficient quantities to manufacture a maximum daily quantity of 157.5 Tons of carbon dioxide per day; provided, however, that in the event of the termination or expiration of the Praxair Agreement, Seller shall make available the lesser of (x) all Gas produced by the Seller's Plant or (y) an amount of Gas containing carbon dioxide of sufficient quantities to manufacture a maximum daily quantity of 350 Tons of carbon dioxide per day. If any governmental regulatory permit which restricts the quantity of manufactured carbon dioxide to 350 Tons per day at the Facility is revised during the Initial Supply Period such that the quantity of manufactured carbon dioxide can be increased, then Seller will increase the quantity of Gas to sufficient qu antities to manufacture a maximum daily quantity of 350 Tons per day of carbon dioxide per day referenced in the preceding sentence proportionately to the increase in the allowed quantity of manufactured carbon dioxide permitted in the revised government regulatory permit. Upon such increase, Seller shall make available and Deliver to Buyer 50% of all Gas produced by Seller's Plant at any time that the Seller's Plant is operating at least one combustion turbine using natural gas.
2.2. Buyer acknowledges that Gas is a by-product of Seller's manufacturing operations and Seller shall have no obligation to operate Seller's Plant solely to supply Gas to Buyer. Seller further acknowledges that any modification at Seller's Plant, including without limitation, a change to the process or operation, construction, testing or shutdown of facilities, upgrade, renovation or debottlenecking of any process pipelines equipment at Seller's Plant could affect the composition of the Gas delivered hereunder ("Modification"). Seller agrees to notify Buyer during the planning stage of any Modification that may impact the quantity or the quality of Gas delivered under this Agreement and to permit Buyer access to all relevant information concerning the effect of the Modification in the Gas in whatever form Seller may have such information.
3. QUALITY
3.1. In the event that (a) any Gas available for Delivery to Buyer hereunder fails to meet the specifications set forth below and (b) Buyer is unable to produce CGA Grade I Product (as such standard exists on the date of this Agreement) with such Gas Buyer may reject Delivery of such Gas. Rejection of non-usable Gas shall be Buyer's sole remedy for the Delivery of non-usable Gas; provided, however, that nothing contained in this Agreement shall be deemed to limit the remedies available to Buyer under the Relevant Agreements.
NEA Bellingham Cogeneration Facility
Flue Gas Specifications
Composition, Volume %			CO2	2.91 (min.)
			H20	9.62 to 12.84
			O2	12.24 to 15.10
			N2 + Air	Balance
Impurities, dry ppm(1)			SO2	0.5
			NOx	25.0
Volatile Organic Compounds (VOC)				3.0
CO				25.0
(1) Based on 15% O2.
4. PRICE
Buyer shall pay Seller the Price of one dollar ($1.00) per Contract Year for rights to process Gas as provided herein.
5. RIGHTS OF INSPECTION
Each party shall keep, in accordance with generally accepted accounting principles consistently applied, separate records together with all supporting documents and allow the other party (the "Auditing Party") or its authorized representative subject to a confidentiality agreement acceptable to the party to be audited at all reasonable times upon no less than fourteen (14) days prior written notice to inspect any information relevant to the compliance by that party with its obligations under this Agreement. The Auditing Party shall bear the expense of this inspection.
6. TAXES
Buyer shall pay all taxes, except income, real estate or franchise taxes, imposed on Seller or Seller's property relating directly to the purchase of Gas by, or the Delivery of Gas to, Buyer hereunder. Buyer shall bear any sales taxes or other taxes, if applicable, that may be imposed on the transfer of Gas from Seller to Buyer or shall provide to Seller an applicable sales tax exemption certificate, such as a certificate for resale.
7. WARRANTIES
THERE ARE NO EXPRESS WARRANTIES BY SELLER AND NO IMPLIED WARRANTIES BY SELLER (OTHER THAN OF TITLE AS PROVIDED IN THE UNIFORM COMMERCIAL CODE) OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE INCLUDING WITHOUT LIMITATION WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. SELLER WARRANTS THAT ALL GAS DELIVERED TO BUYER HEREUNDER SHALL BE DELIVERED FREE FROM ANY SECURITY INTEREST, LIEN, ENCUMBRANCE OR ROYALTY OBLIGATION.
8. CLAIMS
Claims shall be made promptly after a party discovers grounds therefor and the other party shall be given thirty (30) days to investigate any such claim before the claimant may resort to any other remedy provided in this Agreement.
9. RISK OF LOSS
Title to, and risk of loss of, Gas shall pass from Seller to Buyer when the Gas is Delivered to Buyer at the Facility.
10. FORCE MAJEURE
10.1. In the event of any failure to deliver or accept delivery of Gas or delay in the performance of either party's obligations hereunder, caused directly or indirectly by fires, floods, accidents, explosions, equipment failure, power interruptions (whether or not permitted under an interruptible power contract), strikes or other differences with workmen, delays in transportation, acts of God, condemnation by municipal authority, restraints, restrictions or regulations of government, or for any other cause, whether similar or dissimilar to the foregoing, which is beyond the reasonable control of the party affected thereby, the party whose performance is so affected by any such cause shall have such additional time within which to perform its obligations hereunder, or as may be reasonably necessary to resume performance, provided that, in any such event, quantities not delivered or accepted prior to the end of the Contract Year as a result of such cause shall be canceled with no liability or obligation ther efore by either party and shall not affect the obligations of the parties with respect to any subsequent Contract Year.
11. INDEMNIFICATION
11.1. General. Except as otherwise set forth in this Agreement, each party (the "Indemnifying Party") agrees to indemnify and hold the other party, its directors, officers, partners, agents, and employees ("Indemnitees") harmless from and against any and all claims, damages, losses, demands, liabilities and actions or causes of action, including any and all cost or expense of any kind or nature related thereto (including court costs and reasonable attorneys' fees) asserted by any person other than a party, or their affiliates (collectively, "Claims") including Claims resulting from bodily injury, death or damage to property of any person, to the extent arising out of or caused by the reckless, negligent or willful acts or omissions of the Indemnifying Party arisi ng from or in connection with its obligations hereunder.
11.2. Notice and Defense. In the event an Indemnitee seeks to be indemnified hereunder, it shall promptly notify the Indemnifying Party in writing of the facts and circumstances upon which any such Claim is based; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder. The Indemnifying Party shall defend each Claim which is less than or equal to the amounts set forth in Section 11.3 with counsel of its sole choice and shall have the sole authority to settle or compromise the same. As long as the Indemnifying Party defends a Claim, the party bringing the Claim shall not be responsible for the fees of attorneys retained separately by it. Upon the Indemnifying Party's request, Indemnitee shall cooperate with the Indemnifying Party in the defense of each Claim with such cooperation including providing information necessary to answer interrogator ies, producing requested documents and making employees available as witnesses at oral deposition and/or trial.
11.3. Indemnification Caps. Notwithstanding any other provision hereof, the parties' indemnification obligations under this Section 11 with respect to any matter arising out of, under or in connection with this Agreement shall not exceed in the aggregate US$500,000 per Claim or event, subject to a total aggregate capped amount of US$1,000,000 over the term of this Agreement.
11.4. Payments. Any payment made by a party pursuant to this Section in respect of any Claim shall be net of any insurance proceeds realized by and paid to the Indemnitee in respect of such Claim and shall be reduced by an amount equal to any tax benefits realized by the Indemnitee which are attributable to such Claim.
11.5. Other Limitations. Except for the indemnification obligations set forth in Sections 11.1, 11.2 and 11.3, in no event shall either party be liable hereunder to the other party for any indirect, incidental, special or consequential damages, including, but not limited to, lost profits, loss of use or business interruptions under any circumstances, caused by or arising out of, in whole or in part, any negligent act or omission, even if advised of the possibility of such damages.
12. TERM AND TERMINATION
12.1. Subject to Sections 12.2 and 12.3, this Agreement shall commence on the Effective Date and shall remain in full force and effect through the Initial Term.
12.2. This Agreement may be terminated by either party (the "non-defaulting party") if any of the following events occur by or with respect to the other party (the "defaulting party"): (i) the defaulting party is in breach of any of its obligations hereunder and fails to cure such breach within thirty (30) days of receipt of written notice from the non-defaulting party or (ii) any insolvency of the defaulting party, any filing of a petition in bankruptcy by or against the defaulting party, any appointment of a receiver for the defaulting party, or any assignment for the benefit of the defaulting party's creditors; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the proceeding is not dismissed within sixty (60) days after the filing thereof.
12.3. This Agreement shall terminate upon termination or expiry of either of the Relevant Agreements.
12.4. Termination shall not release either party from any obligation or liability incurred prior to the date of termination. In all other respects, the rights and obligations of the parties to this Agreement which expressly or by implication come into or continue in force after the date of termination or expiration of this Agreement shall survive termination or expiration. Neither party shall have any liability to the other party for terminating the Agreement pursuant to this Section 12.
13. ASSIGNMENT
This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, and their respective successors and permitted assigns. This Agreement may not be assigned by either party hereto without (a) assignment of all the Relevant Agreements and (b) the prior written consent of the other party, provided that such consent shall not be unreasonably withheld or delayed; except (i) Seller may assign this Agreement, to its lenders, subject to the consent and agreement, the form of which is attached hereto as Exhibit B; and (ii) either party may assign this Agreement, together with the Relevant Agreements and the Three Party Agreement, dated as of October 10, 2002, by and among, Buyer, Seller and Praxair, or any of its rights hereunder to any of such parties' affiliates, or to any creditworthy entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock or partnership interests (as the case may be), or the assets or business of such par ty, if such entity agrees in writing to assume and be bound by all of the obligations of such party under this Agreement. Any purchaser of the Seller's Plant shall be deemed to be a creditworthy entity. Any assignment shall not relieve the assigning party of its responsibility for its obligations hereunder.
14. CONFIDENTIALITY
The Parties hereby agree to comply with the confidentiality provisions set forth in Section 10 of the Lease Agreement in connection with the performance of each Party's obligations under this Agreement.
15. NOTICES
Unless otherwise specifically provided for herein, all notices, consents, requests, demands and other communications required or permitted to be given pursuant to this Agreement shall be deemed to have been duly given if delivered personally or sent by telex, telecopy, facsimile transmission, or certified mail (postage prepaid, return receipt requested). Until another address or addressee shall be furnished in writing by either party, notices shall be given in duplicate, addressed as follows:
If to Seller		Northeast Energy Associates, A Limited Partnership c/o FPL Energy, LLC 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attention: Business Manager
If to Buyer:		The BOC Group, Inc. 575 Mountain Avenue Murray Hill, New Jersey 07974 Attention: Vice President Product Management
With a copy to:		The BOC Group, Inc. 575 Mountain Avenue Murray Hill, New Jersey 07974 Attention: Law Department
16. RELATIONSHIP OF PARTIES
The parties, for all purposes under this Agreement, shall be considered independent contractors and the relationship of Buyer and Seller shall under no circumstances be deemed that of master and servant, principal and agent, employer and employee, partners, or joint venturers. Neither party has the right or authority to enter into any contract, warranty, guaranty or other undertaking in the name or for the account of the other party, or to assume or create any obligation or liability of any kind, express or implied, on behalf of the other party, or to bind the other party in any manner whatsoever, or to hold itself out as having any right, power or authority to create any such obligation or liability on behalf of the other or to bind the other party in any manner whatsoever (except as otherwise provided by this Agreement or as to any other actions taken by either party at the express written request and direction of the other party).
17. GENERAL PROVISIONS
17.1. Title and Section Headings. The title and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or of any provision hereof.
17.2. Entire Agreement. Except as otherwise provided herein, this Agreement and the attached Exhibits set forth in the entire agreement between Buyer and Seller regarding the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements and understandings between the parties, whether oral or written.
17.3. Modifications. No extension (whether pursuant hereto or otherwise), amendment, modification, change, waiver or discharge of, or addition to, any provision of this Agreement shall be effective unless the same is in writing and is signed or otherwise assented to in writing by an authorized individual on behalf of Buyer and Seller, and unless such writing specifically states that the same constitutes such an amendment, modification, change, waiver or discharge of, or addition to, one or more provisions of this Agreement.
17.4. Severability. If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby and it is in the intention of the parties that any such provision be reformed so as to make it enforceable to the maximum extent permissible under applicable law.
17.5. Governing Law. The provisions of this Agreement shall be governed and construed in all respects in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts of law rules.
17.6. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
17.7. Approvals. In the event approvals or notifications of any governmental authorities are needed for the effectiveness of this Agreement, then this Agreement shall not become effective until such approvals are obtained or such notifications have become effective. Each party shall provide any reasonably requested assistance to the other party in obtaining any such approval or to give any notice, as and when needed.
17.8. Purchase Orders. The parties may, from time to time, use purchase orders, acknowledgments, websites, clickthrough agreements, EDI documents, or other instruments to order, acknowledge, or specify delivery times, suspensions, quantities, or other similar specific matters concerning Gas, or relating to performance hereunder, but the same are intended for convenience and record purposes only and any provisions that may be contained therein are not intended to (nor shall they serve to) add to or otherwise amend or modify any provision of this Agreement, even if signed or accepted on behalf of either party with or without qualification.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP By Northeast Energy, LP,   its General Partner By ESI Northeast Energy GP,   its Administrative General Partner					THE BOC GROUP, INC.
By:	RONALD SCHEIRER				By:	R S GRANT
Name: Title:	Ronald Scheirer Vice President				Name: Title:	R. S. Grant Vice President

Exhibit A

Delivery Point of Gas

Exhibit B

Form of
Consent and Agreement

EX-10

Exhibit 10.33

NORTH JERSEY ENERGY ASSOCIATES
700 Universe Blvd., P.O. Box 14000, Juno Beach, FL 33408

February 28, 2003

David M. Blank
Director - Rates & Regulatory Affairs
FirstEnergy
76 South Main Street
Akron, Ohio 44308

Re: Agreement on the variable energy rate ("VER") and adjustments to the VER in future periods under the Power Purchase Agreement between Jersey Central Power & Light Company ("JCP&L") and North Jersey Energy Associates, A Limited Partnership ("NJEA"), dated as of October 22, 1987, as amended (the "PPA").

Dear Mr. Blank:

Subject to the approval of the New Jersey Board of Public Utilities ("NJBPU") as detailed below, NJEA and JCP&L agree that effective as of August 14, 2002, all references in the PPA to the "FERC form 423" and the "DOE/EIA publication 'Cost and Quality of Fuel for Electric Utility Plants'" (including without limitation in Appendix I of the PPA) shall be replaced with a reference to the arithmetic average of the Monthly Gas Price, defined herein, for each month during the applicable calendar year. The "Monthly Gas Price" for a month shall be expressed in US dollars per MMBtu and shall be the arithmetic average of the monthly gas price published in The Gas Daily Price Guide "Monthly Contract Index" under "Market Centers", "Northeast", "Texas Eastern, zone M-3" and the monthly gas price published in The Gas Daily Price Guide "Monthly Contract Index" under "Market Centers", "Northeast", "Transco, zone 6 non-N.Y.", each as published on or about the fifth business day of such month (each an "Index " and collectively, the "Indices").

Collectively, the Indices are intended by the parties to reflect the price of natural gas in Middlesex County, New Jersey. In the event either Index ceases to be published or ceases to be determined as such Index is determined on the date of this letter agreement, then JCP&L and NJEA shall meet as soon thereafter as possible to identify a replacement index or indices (as the case may be) with the intent of such replacement(s) being to represent the market price of natural gas in Middlesex County, New Jersey.

NJEA and JCP&L further agree that the VER, as described and utilized in Section 3.1.(a) and Appendix I of the PPA, effective on August 14, 2002 shall be 5.700 cents/kWh. JCP&L and NJEA further agree that such rate shall be adjusted each year on August 14th by dividing the arithmetic average of the Monthly Gas Price, as defined above, for the preceding calendar year by the calendar year arithmetic average of the Monthly Gas Price, as defined above, for the calendar year two (2) years prior and multiplying such quotient by the VER in effect immediately prior to such adjustment. Included in Attachment A is a calculation of the VER that is effective as of August 14, 2003 of 4.117 cents/kWh, to which NJEA and JCP&L hereby agree, and the methodology to calculate the VER for the remaining term of the PPA.

JCP&L agrees that payments for power delivered to JCP&L by NJEA for the period since August 14, 2002, have been based upon the power purchase rate that was in effect on August 13, 2002. JCP&L agrees to pay to NJEA, on or prior to March 4, 2003, $9,170,750.02 for power delivered to JCP&L by NJEA for the period of August 14, 2002, through January 31, 2003, plus Interest, as hereinafter described, of $50,585.01 for a total payment of $9,221,335.03 (the "True-Up Payment"). Interest shall be calculated on the last day of each month using the one month London Interbank Offered Rate ("Libor") as published in the Wall Street Journal under "Money Rates" on the last business day of such month plus 125 basis points (1.25%). Attachment B details the calculation of the True-Up Payment.

Payments for power delivered beginning February 1, 2003, through the end of the PPA term shall be made in accordance with the PPA using the mutually agreed upon VER as described above and on Attachment A.

The above terms of this letter agreement relating to the VER and Indices (the "Index Settlement Terms") will be incorporated into an Amended and Restated PPA, which NJEA and JCP&L are in the process of negotiating. Both parties agree to use commercially reasonable efforts to obtain a Final NJBPU Order (as defined below) approving the terms of the Amended and Restated PPA incorporating, among other things, the Index Settlement Terms. "Final NJBPU Order" means a final and non-appealable order of the NJBPU, in form and substance reasonably acceptable to JCP&L & NJEA approving the agreement that is the subject of the Final NJBPU Order, finding that such agreement is reasonable and prudent and providing for full and timely recovery of all amounts paid by JCP&L under such agreement. Both parties will provide such other documents or take such further steps as may reasonably be required to secure the Final NJBPU Order relating to the Amended and Restated PPA. The parties agree the obligation to use c ommercially reasonable efforts to secure any of the Final NJBPU Orders described in this letter agreement does not obligate either party to seek rehearing of, or to appeal, an adverse NJBPU ruling. The parties further agree that upon the effective date of the Amended and Restated PPA in accordance with its terms, this letter agreement will be superceded by the Amended and Restated PPA and all issues and/or claims between the parties under the PPA up to and including August 14, 2002 shall be irrevocably deemed resolved or waived.

In the event that (a) a petition seeking a Final NJBPU Order with respect to the Amended and Restated PPA has not been filed with the NJBPU by May 30, 2003, and the parties have not mutually agreed to extend that deadline or (b) the NJBPU makes a determination not to issue a Final NJBPU Order with respect to the Amended and Restated PPA or (c) the NJBPU has not initially issued a Final NJBPU Order with respect to the Amended and Restated PPA by October 1, 2003 and the parties have not mutually agreed to extend the deadline for initial issuance of such Final NJBPU Order, then the parties will immediately seek a final NJBPU order approving the Index Settlement Terms without approval of the Amended and Restated PPA.

The parties will use commercially reasonable efforts to obtain a Final NJBPU Order with respect to the Index Settlement Terms and will provide such documents and take such further steps as may reasonably be required to secure such Final NJBPU Order. If within ninety (90) days following submission of a petition seeking the Final NJBPU Order with respect to the Index Settlement Terms, the NJBPU does not either (1) initially issue a Final NJBPU Order with respect to the Index Settlement Terms or (2) initially issue a final and non-appealable order in form and substance reasonably acceptable to JCP&L and NJEA, providing that JCP&L has full authority under the existing NJBPU order approving the PPA to enter into an amendment of the PPA incorporating the Index Settlement Terms, without additional NJBPU explicit approval of the Index Settlement Terms, such that JCP&L shall be entitled to fully and timely recover from its customers all amounts paid by JCP&L under the PPA as modified by the Index Sett lement Terms, and the parties have not mutually agreed to extend the deadline for initial issuance of such order or other NJBPU order, then (A) the VER in effect on August 13, 2002, will be restored pending resolution of the VER dispute and NJEA will repay the amount of the True-Up Payment made to it, plus the amount by which any payments for power delivered on and after February 1, 2003, exceeds the amount that would have been paid based upon the VER in effect on August 13, 2002 ("Excess Power Payments"), with Interest from the date of NJEA's receipt of the True-Up Payment, or of any Excess Power Payments, as the case may be, to the date of repayment or use of Set-off Rights (as defined below), as the case may be (collectively, the "Repayments"). If NJEA fails to make the Repayments within ten (10) calendar days of JCP&L's request for the Repayments, JCP&L will be entitled to set-off such amounts dollar-for dollar, against any payments JCP&L owes NJEA under the PPA (the "Set-Off Rights"), and (B ) the parties will immediately seek a final NJBPU order approving binding arbitration in accordance with the terms of Attachment C as the means of resolving the VER dispute under the PPA.

The parties will use commercially reasonable efforts to obtain a final NJBPU order with respect to the use of binding arbitration in accordance with the terms of Attachment C as the means of resolving the VER dispute under the PPA and will provide such documents and take such further steps as may reasonably be required to secure such final NJBPU order. If the NJBPU issues a final NJBPU order approving binding arbitration in accordance with the terms of Attachment C as the means of resolving the VER dispute under the PPA, then the parties will submit the VER dispute to arbitration in accordance with the terms of Attachment C. If within ninety (90) days following submission of a petition seeking the final NJBPU order approving binding arbitration in accordance with the terms of Attachment C as the means of resolving the VER dispute under the PPA, the NJBPU does not either (1) initially issue a final NJBPU order with respect to the use of binding arbitration in accordance with the terms of Attachment C as the m eans of resolving the VER dispute under the PPA or (2) initially issue a final and non-appealable order in form and substance reasonably acceptable to JCP&L and NJEA, providing that JCP&L has full authority under the existing NJBPU order approving the PPA to use binding arbitration in accordance with the terms of Attachment C as the means of resolving the VER dispute under the PPA, without additional NJBPU explicit approval of the use of such binding arbitration to resolve the VER dispute, such that JCP&L shall be entitled to fully and timely recover from its customers all amounts paid by JCP&L under the PPA as modified by the final decision of the arbitration proceedings regarding the VER dispute, and the parties have not mutually agreed to extend the deadline for initial issuance of such final NJBPU order or other NJBPU order, than the VER dispute shall be settled between the parties as provided in the PPA without regard to the alternative dispute resolution proceedings described in this le tter agreement.

This letter agreement shall become effective upon execution by both of the parties; provided, however, upon the effective date of the Amended and Restated PPA, this letter agreement shall be superceded by the terms and provisions of the Amended and Restated PPA. This letter agreement represents the sole and exclusive agreement of the parties with respect to Index Settlement Terms and supercedes and prior oral or written agreement, understanding or proposal with respect to such matters.

If you are in agreement with the foregoing, please have an officer of JCP&L authorized to execute amendments to the PPA sign in the space provided below and fax a signed copy back to our office.
		Sincerely, North Jersey Energy Associates   A Limited Partnership By Northeast Energy LP   Its General Partner By ESI Northeast Energy GP Inc.   Its administrative General Partner
		/s/ NATHAN HANSON
		Nathan Hanson Director of Business Management
Acknowledged and Agreed to this 28th day of February, 2003 by Jersey Central Power & Light Company
By:	EDWARD J. UDOVICH
Name:	Edward J. Udovich
Title:	Authorized Officer Assistant Corporate Secretary

Attachment A

Monthly Gas Price				Calendar Year Averages
	Transco Zone 6 Non-NY	Texas Eastern M-3			Transco Zone 6 Non-NY	Texas Eastern M-3	Z6 NNY - M3 Average
1/31/2001	$15.15	$14.23	2001		$5.146	$5.024	$5.85
2/28/2001	$7.55	$7.09	2002		$3.670	$3.676	$3.673
3/31/2001	$5.57	$5.54
4/30/2001	$5.80	$5.81
5/31/2001	$5.33	$5.30
6/30/2001	$4.13	$4.09
7/31/2001	$3.48	$3.52	VER Aug. 14, 2002 - Aug. 13, 2003 =	5.700 cents/kWh
8/31/2001	$3.46	$3.51
9/30/2001	$2.56	$2.59	VER Aug. 14, 2003 - Aug. 13, 2004 =
10/31/2001	$2.13	$2.12
11/30/2001	$3.62	$3.56	VER year n = VER year n-1 (Avg of Monthly Gas Price year n-1 / Avg of Monthly Gas Price year n-2)
12/31/2001	$2.97	$2.93
1/31/2002	$3.70	$3.58	VER Aug. 14, 2003 - Aug. 13, 2004 = 5.700 (3.673/5.085)
2/28/2002	$2.46	$2.43
3/31/2002	$2.69	$2.68	VER Aug. 14, 2003 - Aug. 13, 2004 =	4.117 cents/kWh
4/30/2002	$3.74	$3.73
5/31/2002	$3.63	$3.64
6/30/2002	$3.67	$3.71
7/31/2002	$3.57	$3.68
8/31/2002	$3.29	$3.30
9/30/2002	$3.59	$3.59
10/31/2002	$4.01	$4.06
11/30/2002	$4.73	$4.74
12/31/2002	$4.96	$4.97

Attachment B

							True Up
	PPA Revenues	10/2/2002	11/1/02	12/2/02	12/31/02	1/31/03	03/04/03	Interest
			2.99%	2.63%	2.63%	2.59%	2.59%
Aug-02	$1,073,923.49	$1,073,923.49	$1,076,651.58	$1,079,134.07	$1,081,468.55	$1,083,923.27	$1,086,461.44	$12,537.95
Sep-02	$1,763,903.53		$1,763,903.53	$1,767,843.56	$1,771,667.91	$1,775,689.28	$1,779,847.29	$15,943.76
Oct-02	$1,803,471.88			$1,803,471.88	$1,807,373.31	$1,811,475.7	$1,815,717.53	$12,245.65
Nov-02	$1,228,675.35				$1,228,675.35	$1,231,464.21	$1,234,347.86	$5,672.51
Dec-02	$1,787,267.79					$1,787,267.79	$1,7991,452.93	$4,185.14
Jan-03	$1,513,507.98						$1,513,507.98	$0
Total	$9,170,750.02						$9,221,335.03	$50,585.01

Attachment C

The determination of the VER effective August 14, 2002, and any subsequent yearly adjustments thereto, shall be settled by arbitration in accordance with the Commercial Arbitration Rules (the "Rules") of the American Arbitration Association (the "AAA") then in effect and the provisions set forth in this paragraph. In the event of any conflict between the Rules and the provisions of this paragraph, the provisions of this paragraph shall control. Any such arbitration shall take place in New York in accordance with the laws of the State of New Jersey. The determination of the VER or any adjustments thereto shall be referred to one (1) arbitrator who has been chosen mutually by NJEA and JCP&L from a list of the National Panel of Arbitrators maintained by the AAA. In the event that NJEA and JCP&L cannot agree on the selection of an arbitrator, one shall be assigned by the AAA. This matter shall be governed by the laws of the State of New Jersey and federal law, as applicable. Within ten (10) business days after the selection of the arbitrator, each of NJEA and JCP&L shall submit to the arbitrator a written proposal containing such party's proposed VER amount effective on August 14, 2002, and its proposed method for adjusting the VER on a yearly basis. Failure by NJEA or JCP&L to submit its written proposal to the arbitrator within such ten (10) business day period shall result in the other party's written proposal being automatically accepted by the arbitrator. The arbitrator shall select one of the submitted proposals within thirty (30) days of the due date of the written proposals. Any judgment rendered or received pursuant to this arbitration shall be binding on both parties. Each of NJEA and JCP&L shall bear their respective costs (including attorney's fees) incurred in connection with this arbitration procedure.

EX-10

Exhibit 10.34
TRANSITION SERVICES AGREEMENT
This Transition Services Agreement (the "Agreement") is made as of October 11, 2002, by and between THE BOC GROUP, INC., a Delaware corporation ("BOC"), and NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP, a Massachusetts Limited Partnership ("NEA").
WHEREAS, NEA owns, a carbon dioxide processing plant facility located at Bellingham, Massachusetts (the "Facility");
WHEREAS, FPL Energy Operating Services Inc. ("FPLEOSI") operates and maintains the Facility;
WHEREAS, BOC and NEA have entered into that certain Operating Lease Agreement dated October 10, 2002 (the "Operating Lease Agreement") pursuant to which BOC has agreed to lease, operate and maintain the Facility; and
WHEREAS, Pursuant to the Operating Lease Agreement, the parties have agreed to provide each other with certain Services (as defined below) during the time periods as set forth herein.
NOW THEREFORE, in consideration of the above premises and the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BOC and NEA hereby agree as follows:
1. Transition Services. BOC and NEA will provide each other with various types of Services (hereinafter referred to individually as a "Service" and collectively as "Services") as set forth in Exhibit A, which is attached hereto and incorporated by reference, during the time period for each such Service as set forth in Exhibit A. Such Exhibit A may be amended from time to time by written agreement between the parties. The Services will be provided in accordance with the following: (i) each party will use, or cause to be used, the same level of care in rendering the Services as it uses in rendering similar Services for itself and (ii) each party will render the Services in compliance with all applicable laws.
2. Personnel. In providing the Services and subject to Section 1, each party as it deems necessary or appropriate in its reasonable discretion, may (i) use its personnel and that of its affiliates, and (ii) employ the services of third parties to the extent such third party services are routinely utilized to provide similar services to other businesses of such party or are reasonably necessary for efficient performance of any of such Services.
3. Term of Agreement. This Agreement shall become effective on October 11, 2002 (the "Effective Date"), and shall remain in full force and effect until the termination of this Agreement.
4. Termination of Agreement.
4.1 Following January 1, 2003, this Agreement or any or all Services as set forth in Exhibit A may be terminated by either party, for any reason, with thirty (30) days prior written notice to the other party.
4.2 This Agreement or any or all Services as set forth in Exhibit A may be terminated by either party (the "non-defaulting party") if any of the following events occur by or with respect to the other party (the "defaulting party"): (i) the defaulting party commits a material breach of any of its obligations hereunder and fails to cure such breach within thirty (30) days of receipt of written notice from the non-defaulting party; or (ii) any insolvency of the defaulting party, any filing of a petition in bankruptcy by or against the defaulting party, any appointment of a receiver for the defaulting party, or any assignment for the benefit of the defaulting party's creditors; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the proceeding is not dismissed within sixty (60) days after the filing thereof.
4.3 Termination under this Section 4 or otherwise shall have no effect on the respective obligations to make any payment required to be made pursuant to the terms of this Agreement or any other obligation hereunder that survives the termination of this Agreement. Neither party shall have any liability to the other party for terminating the Agreement pursuant to this Section 4.
4.4 BOC and NEA specifically agree and acknowledge that all obligations to provide each Service hereunder shall immediately cease upon the expiration of the time period for such Service, and any obligations to provide all of the Services for which either party is responsible hereunder shall immediately cease upon the termination of this Agreement. Upon the cessation of a party's obligation to provide any Service, the other party shall immediately cease using, directly or indirectly, such Service.
5. Invoicing and Payments.
5.1 As consideration for the Services, BOC shall reimburse NEA for any documented out of pocket expenses and out of pocket wages for FPLEOSI employees' time at their current rates of pay plus a benefit adder of 35% directly incurred by NEA, the sum of which shall be multiplied by 1.1, in providing a particular Service or Services as set forth in Exhibit A; provided that (i) within fifteen (15) days after the end of each month, NEA will submit one itemized invoice to BOC for all Services NEA provided to BOC during such month and (ii) any reimbursement contemplated hereunder shall be pro rata based on the actual number of hours during the month for which NEA provided the Services to BOC.
5.2 Payment of all invoices in respect of a Service shall be made without any offset or deduction of any nature whatsoever and within thirty (30) days of the invoice date.
5.3 Any payments owing to NEA pursuant to this Agreement that are not paid when due (other than as a result of a delay directly caused by NEA or its affiliates) shall bear interest at the rate of Prime Rate plus one and one-half (1 1/2) percent per month, but in no event to exceed the highest lawful rate of interest, calculated from the date such amount was due until the date payment is received by NEA. Prime Rate will be the rate published in the "Money Rates" section of the Wall Street Journal for the applicable period.
6. Certain Employee Matters
6.1 BOC shall determine, in its sole discretion, prior to November 30, 2002 (the "Offer Date"), which employees of FPLEOSI listed on Schedule II it shall make offers of employment to (so long as such employees are employeed by FPLEOSI on the Offer Date) and shall notify NEA of such names as well as the anticipated terms and conditions of such offers. FPLEOSI shall provide reasonable assistance to BOC in developing and communicating such offers. Subject to Sections 6.2 through 6.5 below, such offers of employment shall provide for (i) an employment commencement date with BOC of January 1, 2003; (ii) salaries equivalent to their current wages and (iii) benefits commensurate with similarly classified BOC employees as outlined in Exhibit B. BOC shall give each employee who accepts its offer credit for such employee's years of service with FPLEOSI for vesting eligibility and benefit levels purposes but not for purposes of benefit accruals under BOC's Pension Plan and Savings Investment Plan or any other tax-qual ified plan sponsored by BOC. In addition, such years of service with FPLEOSI shall not be credited by BOC under its retiree medical plan.
6.2 NEA agrees that FPLEOSI will be solely responsible for reaching any employment decisions, including the payment of any severance thereof, if applicable, regarding (i) those FPLEOSI employees not offered employment by BOC, or (ii) those employees who are offered but do not accept employment with BOC, and BOC does not and shall not assume or be responsible for any obligations or liabilities arising out of any employment relationship between FPLEOSI and any employee or former employee of FPLEOSI. BOC shall provide NEA and/or FPLEOSI prompt written notice of any offer that is not accepted by a FPLEOSI employee. BOC shall reimburse NEA for any severance payments made to an employee offered employment with BOC not in compliance with Section 6.1 of this Agreement.
6.3 BOC agrees that for any acquired employees whose employment is terminated for reasons other than cause, disability, death or voluntary resignation within the twelve (12) month period following such employee's employment date with BOC, BOC will pay the affected employee's severance payments in a lump sum payment in accordance with Section 6.5 below.
6.4 During the three year period commencing from the Offer Date, if BOC should offer any person listed on Schedule I or II, without FPLEOSI's prior consent, such consent not to be unreasonably withheld or denied , an offer of employment who (i) did not receive an offer of employment by BOC by the Offer Date or (ii) was offered employment with BOC by the Offer Date and refused such offer of employment, and such person accepts BOC's offer of employment, then BOC shall pay to NEA a lump sum payment of fifty percent (50%) of the severance benefits that such person received or would have received from NEA under Section 6.5 of this Agreement upon BOC's hiring of such employee and fifty percent (50%) of the severance benefits that such employee received or would have received from NEA under Section 6.5 of this Agreement on such employee's one year anniversary with BOC.
6.5 Employees listed on Schedule II who do not receive an offer of employment in compliance with Section 6.1 shall receive payment, following the receipt of a signed separation agreement, equal to the greater of (A) three weeks of pay for each year of the employee's service with FPLEOSI and its affiliates, or (B) ten weeks of pay, up to a maximum of 52 weeks. Employees accepting a BOC offer of employment not in compliance with Section 6.1 will not be entitled to receive a severance benefit.
7. Limitation of Liability.
7.1 Neither party shall be liable to the other for any claims, liabilities, damages, losses, costs, expenses (including, but not limited to, settlements, judgments, court costs and reasonable attorney fees), fines and penalties, arising out of any actual or alleged injury, loss or damage of any nature whatsoever in providing or failing to provide Services for which it is responsible hereunder unless caused by or arising out of such party's negligent or willful acts or omissions. In no event shall either party be liable to the other for any consequential, incidental, special or indirect damages arising hereunder.
7.2 Notwithstanding anything to the contrary contained herein, in the event NEA commits an error with respect to or incorrectly performs or fails to perform any Service, at BOC's request, NEA shall use reasonable efforts and good faith to correct such error, re-perform or perform such Service at no additional cost to BOC.
8. Parties' Relationship.
8.1 Independent. The parties are independent entities with each having sole authority and control of the manner of, and is responsible for, its performance of this Agreement. This Agreement does not create or evidence a partnership or joint venture between the parties. Neither party has the right or authority to enter into any contract, warranty, guaranty or other undertaking in the name or for the account of the other party, or to assume or create any obligation or liability of any kind, express or implied, on behalf of the other party, or to bind the other party in any manner whatsoever, or to hold itself out as having any right, power or authority to create any such obligation or liability on behalf of the other or to bind the other party in any manner whatsoever (except as otherwise provided by this Agreement or as to any other actions taken by either party at the express written request and direction of the other party).
8.2 Employees. Except as otherwise described herein, for the purposes of this Agreement each party is solely responsible for its own employees or agents, including the actions or omissions and the payment of compensation, taxes and benefits of those employees and agents. FPLEOSI and NEA shall be solely responsible for managing and directing all FPLEOSI employees providing Services at the Facility commencing on the Effective Date. FPLEOSI and NEA shall ensure that all FPLEOSI employees fully cooperate with BOC in providing the Services set forth herein.
8.3 Access. To the extent reasonably required for BOC's personnel to perform their job functions, NEA shall provide BOC's personnel with reasonable access to its equipment, office facilities and any other areas and equipment under the terms of this Agreement. In addition, NEA's employees shall have reasonable access to those employees of BOC who perform any of the Services.
9. Confidentiality.
9.1 In addition to similar obligations as set forth in other agreements by and between the parties, each of the parties shall hold in confidence any and all information of the other party which is deemed confidential, including, but not limited to, financial, business or trade information, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any other proprietary information ("Confidential Information") and shall only use such Confidential Information solely for the purposes of performing its obligations under this Agreement. Each party may disclose the Confidential Information of the other only to those of its employees having a need to know such Confidential Information and shall take all reasonable precautions to ensure that its employees comply with the provisions of this Section 9.
9.2 Notwithstanding any other provision in this Agreement, Confidential Information shall not include information which: (i) was lawfully disclosed to a third party free of any obligation to keep it confidential; (ii) is or becomes publicly available, by other than unauthorized disclosure; (iii) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by the receiving party; (iv) is independently developed by the receiving party without regard to the Confidential Information of the other party; or (v) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party's cost and expense, in any effort made by the disclosing party to seek a protective order or limit disclosure of its Confidential Information.
10. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by either party hereto without the prior written consent of the other party, provided that such consent shall not be unreasonably withheld or delayed; except (i) BOC may assign this Agreement to Praxair, Inc. on ten days written notice; (ii) NEA may assign this Agreement to its lenders subject to attornment; and (iii) either party may, upon prior written notice to the other party, assign this Agreement or any of its rights hereunder to any of such parties' affiliates, or to any entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock or limited partnership interests, assets or business of such party, if such entity agrees in writing to assume and be bound by all of the obligations of such party under this Agreement.
11. No Third-Party Beneficiaries. Nothing expressed or implied in this Agreement shall be construed to give any person or entity other than the parties any legal or equitable rights under this Agreement.
12. Waivers. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by an authorized representative of the party claiming to have waived or consented. No consent by either party to, or waiver of, a breach by the other, whether express or implied, shall constitute a consent to, waiver of, or excuse for any different or subsequent breach.
13. Notices. Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder; (a) shall be in writing; (b) shall be sent by messenger, certified or registered U.S. mail, telecopier or facsimile transmission to the appropriate address(es) or number(s) set forth below; and (c) shall be deemed to have been given upon such delivery.
BOC:	The BOC Group, Inc. 575 Mountain Avenue Murray Hill, New Jersey 07974 Telecopy: (908) 771-1468 Attention: Vice President - Product Management With a copy to: Law Department Telecopy: (908) 771-4803 Attention: General Counsel
NEA:	Northeast Energy Associates, A Limited Partnership c/o FPL Energy LLC 700 Universe Blvd. P.O. Box 14000 Juno Beach, FL 33408 Attention: Business Manager Fax: (561) 691-7309
14. Force Majeure. No delay or failure of a party to perform any of its obligations, other than payment obligations, under this Agreement due to causes beyond its reasonable control shall constitute a breach of this Agreement or render that party liable for that delay or failure. Causes beyond a party's reasonable control include, but are not limited to: (i) events or circumstances that the party, even though using all reasonable efforts, is unable to prevent or overcome; or (ii) labor disputes, strikes, or other similar disturbances, acts of God, utilities or communications failures, acts of the public enemy, riots, insurrections, sabotage or vandalism.
15. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
16. Governing Law. This Agreement shall governed by the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. All disputes arising between the parties concerning the construction or enforcement of this Agreement that the parties are unable to settle between themselves shall be submitted to a trial by judge. The parties hereby waive any rights to trial by jury. The parties consent to jurisdiction and venue in the state and federal courts in Boston, Massachusetts and agree that such courts will have exclusive jurisdiction and venue over any dispute arising out of this Agreement.
17. Title and Section Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
18. Entire Agreement; Construction. This Agreement and the attached Schedule set forth the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous written and oral agreements between the parties. No variation, modification or amendment to this Agreement shall be effective unless with the express written consent and agreement of an authorized representative of BOC and NEA.
19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and of equal force and effect.
20. Performance by FPLEOSI. NEA represents and warrants that it has the authority to direct and shall cause FPLEOSI to perform any and all of its obligations under this Agreement as if FPLEOSI were a signatory hereto.

IN WITNESS WHEREOF, this Transition Services Agreement has been executed effective as of the date first above written.
THE BOC GROUP, INC.		NORTHEAST ENERGY ASSOCIATES, A Limited Partnership By Northeast Energy, LP     Its General Partner By ESI Northeast Energy GP, Inc.     Its Administrative General Partner
By:	R S GRANT	By:	RONALD SCHEIRER
Name:	R. S. Grant	Name:	Ronald Scheirer
Title:	Vice President	Title:	Vice President

EXHIBIT A

TRANSITION SERVICES

Service	Description	Start Date	End Date
Emergency and Security Plans	BOC to prepare emergency response plans and security plan for the Facility	10/11/02	1/1/03
Equipment Lists and Spare Parts	BOC & NEA to validate existing Equipment List and Spare Parts as depicted in the Operating Lease Agreeement	10/11/02	1/1/03
Permits	BOC to review any permits that will be issued in BOC's name; BOC to acquire RCRA permit	10/11/02	1/1/03
Training BOC Operations Team	NEA to make training available to BOC regarding the CO2 plant operations which are equivilent to the training NEA provides FPLEOSI personnel	10/11/02	1/1/03
CO2 Documentation	NEA to move all documentation relating to the operation and maintenance of the Facility back to the Facility.	10/11/02	1/1/03
NEA Employees	NEA to provide BOC with services of the NEA Employees listed on Schedule I.	1/1/03	1/1/03
Supplies	BOC to provide all necessary supplies, catalyst and chemicals to operate the Facility.	1/1/03	6/1/03
Office Equipment	Facilitate transfer, assumption of any leases or assignment of office equipment. NEA to identify all office equipment and disposition of same. Office equipment owned by NEA that is retained will be added to Equipment List.	10/11/02	1/1/03
Time Sheets	NEA to provide BOC with detail indicating the amount of time NEA employees provided Services on behalf of BOC.	10/11/02	6/1/03

EXHIBIT B

BOC Benefit Summary

2002 SUMMARY OF MAJOR SALARIED EMPLOYEE BENEFITS

All benefits are effective on the first of the month coincident with or following employment unless otherwise noted in Benefit Highlights below.

PLAN	YOUR MONTHLY COST		BENEFIT HIGHLIGHTS
MEDICAL - Select one: MedNet (Managed Care Network) (not available in some geographic locations)	Employee only Employee + 1 dependent Employee + 2 or more dependents	$12.50 $34.25 $59.25	MedNet pays 100% of expenses, after copayment, if Primary Care Physician and in-network services are used. Copayments are: $10 per office visit; $25 per emergency room visit; $100 per hospital stay. If network providers are not used, plan pays 70% after $300 individual deductible.
Comprehensive	Employee only Employee + 1 dependent Employee + 2 or more dependents	$20.00 $54.75 $95.00	Comprehensive pays 85% of reasonable and customary medical expenses subject to pay-related individual deductible ($150 to $300). Plan contains a pay-related individual out-of-pocket maximum, excluding the deductible ($1,000 to $1,600), and then pays 100% of reasonable and customary expenses. Plan requires pre-admission hospital certification.
Basic	Employee only Employee + 1 dependent Employee + 2 or more dependents	$0.00 $6.00 $12.00	Basic pays 70% of reasonable and customary expenses subject to a deductible of $500 per individual. Plan contains a $4,000 family annual out-of-pocket maximum (excluding the deductible) and then pays 100% of reasonable and customary expenses. Requires pre-admission hospital certification.
			Prescription Drugs (included with MedNet, Comprehensive and Basic Plans) Retail Pharmacy Program: $50.00 per person deductible. Plan pays 80% of the prescription drug cost for generic or brand-name drugs after deductible is met. Drug supply up to 30 days. Mail Order Program: No deductible. $5 for generic drugs. $15 for brand-name drugs. Drug supply up to 90 days.
HMO (where available)	Varies by HMO		Varies by HMO
NO COVERAGE	$60.00 Cash Back per Month
DENTAL (Optional)	Employee only Employee + 1 dependent Employee + 2 dependents	$5.25 $12.25 $24.00	Dental pays 100% of diagnostic and preventive, 50% of orthodontic (lifetime max. $1,250), and 80% of other covered expenses. Maximum calendar year benefit is $1,250 per individual. Expenses covered at 80% are subject to a $25 calendar year individual deductible.
LIFE AND ACCIDENTAL DEATH & DISMEMBERMENT INSURANCE	Basic Coverage - No Costs Optional additional coverage from $.115 to $6.015 per $1000 depending on age. Optional reduced coverage - Cash back based on age & pay.		Life Insurance - Approximately 1 1/2 times annual salary. Accidental Death & Dismemberment - approximately 1 1/2 times annual salary. Additional Life and Accidental Death & Dismemberment - up to a total of 4 times annual salary (including the 1 1/2 times pay basic coverage). Reduced Life and AD&D - $10,000
NOTE: All medical plans contain a Pre-existing Condition provision. If an employee or covered dependent has been treated for or diagnosed with an illness or injury within 6 months prior to employment with BOC, that condition will not be covered for one year from the employee's most recent date of hire with BOC. However, if the employee or covered dependent can certify that he/she had medical coverage prior to joining BOC, the pre-existing condition limitation time period may be reduced or waived.

PLAN	YOUR MONTHLY COST			BENEFIT HIGHLIGHTS
DEPENDENT LIFE INSURANCE (OPTIONAL)	Option 1 Option 2		$1.90 $3.80		Spouse - $10,000; each child $2,000 Spouse - $20,000; each child $4,000 If single parent, child's benefit doubles.
BUSINESS TRAVEL ACCIDENT INSURANCE	None. BOC pays entire cost.				Five times annual salary. Maximum benefit is $1,000,000.
SALARY CONTINUATION	None. BOC pays entire cost.				Years of Service less than 1 year 1 year but less than 3 years 3 years or more	100% of Pay 2 weeks 13 weeks 26 weeks	70% of Pay 24 weeks 13 weeks N/A
LONG TERM DISABILITY (OPTIONAL)	$0.55/$100 of monthly salary				60% of regular earnings offset by Social Security and other benefits. Benefit starts after 26 weeks of disability.
HEALTH CARE SPENDING ACCOUNT (OPTIONAL)	$8.33 to $200.00 (pre-tax)			Account provides reimbursement with pre-tax dollars for expenses covered but not paid by medical or dental insurance, plus any non-covered medical expenses considered "deductible" by the IRS. BOC matches first $100 per year in participant's account.
DEPENDENT CARE SPENDING ACCOUNT (OPTIONAL)	$8.33 to $416.66 (pre-tax)			Account provides reimbursement with pre-tax dollars for day care expenses of children under 13 or a disabled spouse or disabled dependent residing with employee. Care must enable employee or spouse to work or attend school full time.
SAVINGS INVESTMENT PLAN (OPTIONAL)	Basic: Additional:	1 to 6% of pay 1 to 10% of pay			Immediate eligibility. New employees automatically enrolled at a 4% before-tax deduction, which is invested in the Interest Income Fund, unless the employee elects to change. Employee contributions can be made on a before-tax and/or after-tax basis. You can invest in 14 investment options plus a brokerage account. Effective July 1, 2001, all account balances are 100% vested. Loans and limited in-service withdrawals are available. Note, in place of a matching contribution, you will be credited with a 3% CASH Company Contribution in the CASH Balance Retirement Plan (see below).
	Note: Highly Compensated Employees may be subject to contribution limits of IRS.
CASH BALANCE RETIREMENT PLAN	None. BOC pays entire cost.			Individual account balances credited with 5% of covered earnings up to the Social Security wage base and 6% of covered earnings above the wage base. After 10 years of service, the credits increase to 6% and 8%, respectively. In addition, you will be credited with a 3% CASH Company Contribution. Account balances are credited with interest (6.25% in 2002). Effective July 1, 2001, all account balances are immediately 100% vested. Employees hired after July 1, 2001 will become eligible for CASH on the first of the month following the first anniversary of hire date. At that time, the employee will receive a credit based on their first year's earnings.
This summary is meant to provide a brief overview of the BOC benefit program. Full details of these programs are available from the Benefits Call Center. If there is any discrepancy between this summary and a plan document, the plan document shall prevail.
Effective January, 2002

BOC GASES

2002 SUMMARY OF MAJOR EMPLOYEE BENEFITS - NON-BARGAINING HOURLY

All benefits are effective on the first of the month coincident with or following employment unless otherwise noted in Benefit Highlights below.

PLAN	YOUR MONTHLY COST		BENEFIT HIGHLIGHTS
MEDICAL - Select one: MedNet (Managed Care Network) (not available in some geographic locations)	Employee only Employee + 1 dependent Employee + 2 or more dep.	$12.50 $34.25 $59.25	MedNet pays 100% of expenses, after copayment, if Primary Care Physician and in-network services are used. Copayments are: $10 per office visit; $25 per emergency room visit; $100 per hospital stay. If network providers are not used, plan pays 70% after $300 individual deductible.
Comprehensive	Employee only Employee + 1 dependent Employee + 2 or more dep.	$20.00 $54.75 $95.00	Comprehensive pays 85% of reasonable and customary medical expenses subject to pay-related individual deductible ($150 to $300). Plan contains a pay-related individual out-of-pocket maximum, excluding the deductible ($1,000 to $1,600), and then pays 100% of reasonable and customary expenses. Plan requires pre-admission hospital certification.
Basic	Employee only Employee + 1 dependent Employee + 2 or more dep.	$0.00 $6.00 $12.00	Basic pays 70% of reasonable and customary expenses subject to a deductible of $500 per individual. Plan contains a $4,000 family annual out-of-pocket maximum (excluding the deductible) and then pays 100% of reasonable and customary expenses. Requires pre-admission hospital certification.
			Prescription Drugs (included with MedNet, Comprehensive and Basic Plans) Retail Pharmacy Program: $50.00 per person deductible. Plan pays 80% of the prescription drug cost for generic or brand-name drugs after deductible is met. Drug supply up to 30 days. Mail Order Program: No deductible. $5 for generic drugs. $15 for brand-name drugs. Drug supply up to 90 days.
HMO (where available)	Varies by HMO		Varies by HMO
NO COVERAGE	$60.00 Cash Back per Month
DENTAL (Optional)	Employee only Employee + 1 dependent Employee + 2 dependents	$5.25 $12.25 $24.00	Dental pays 100% of diagnostic and preventive, 50% of orthodontic (lifetime max. $1,250), and 80% of other covered expenses. Maximum calendar year benefit is $1,250 per individual. Expenses covered at 80% are subject to a $25 calendar year individual deductible.
LIFE AND ACCIDENTAL DEATH & DISMEMBERMENT INSURANCE	Basic Coverage - No Costs Optional additional coverage from $.115 to $6.015 per $1000 depending on age. Optional reduced coverage - Cash back based on age & pay.		Life Insurance - Approximately 1 1/2 times annual salary. Accidental Death & Dismemberment - approximately 1 1/2 times annual salary. Additional Life and Accidental Death & Dismemberment - up to a total of 4 times annual salary (including the 1 1/2 times pay basic coverage). Reduced Life and AD&D - $10,000
NOTE: All medical plans contain a Pre-existing Condition provision. If an employee or covered dependent has been treated for or diagnosed with an illness or injury within 6 months prior to employment with BOC, that condition will not be covered for one year from the employee's most recent date of hire with BOC. However, if the employee or covered dependent can certify that he/she had medical coverage prior to joining BOC, the pre-existing condition limitation time period may be reduced or waived.

PLAN	YOUR MONTHLY COST			BENEFIT HIGHLIGHTS
DEPENDENT LIFE INSURANCE (OPTIONAL)	Option 1 Option 2		$1.90 $3.80		Spouse - $10,000; each child $2,000 Spouse - $20,000; each child $4,000 If single parent, child's benefit doubles.
BUSINESS TRAVEL ACCIDENT INSURANCE	None. BOC pays entire cost.				Five times annual salary. Maximum benefit is $1,000,000.
SHORT TERM DISABILITY	None. BOC pays entire cost.				70% of 40 hour weekly base earnings for up to 26 weeks. Maximum benefit is $400 per week effective March 1, 1996. Benefit begins on the 8th calendar day of non-work related illness or injury. However, if hospitalized as an inpatient before the 8th day, benefits will begin on the first day of hospitalization. Benefits will never be less than required by State Disability Benefit Law.
LONG TERM DISABILITY (OPTIONAL)	$0.55/$100 of monthly salary				60% of regular earnings offset by Social Security and other benefits. Benefit starts after 26 weeks of disability.
HEALTH CARE SPENDING ACCOUNT (OPTIONAL)	$8.33 to $200.00 (pre-tax)			Account provides reimbursement with pre-tax dollars for expenses covered but not paid by medical or dental insurance, plus any non-covered medical expenses considered "deductible" by the IRS. BOC matches first $100 per year in participant's account.
DEPENDENT CARE SPENDING ACCOUNT (OPTIONAL)	$8.33 to $416.66 (pre-tax)			Account provides reimbursement with pre-tax dollars for day care expenses of children under 13 or a disabled spouse or disabled dependent residing with employee. Care must enable employee or spouse to work or attend school full time.
SAVINGS INVESTMENT PLAN (OPTIONAL)	Basic: Additional:	1 to 6% of pay 1 to 10% of pay			Immediate eligibility. New employees automatically enrolled at a 4% before-tax deduction, which is invested in the Interest Income Fund, unless the employee elects to change. Employee contributions can be made on a before-tax and/or after-tax basis. You can invest in 14 investment options plus a brokerage account. Effective July 1, 2001, all account balances are 100% vested. Loans and limited in-service withdrawals are available. Note, in place of a matching contribution, you will be credited with a 3% CASH Company Contribution in the CASH Balance Retirement Plan (see below).
	Note: Highly Compensated Employees may be subject to contribution limits of IRS.
CASH BALANCE RETIREMENT PLAN	None. BOC pays entire cost.			Individual account balances credited with 5% of covered earnings up to the Social Security wage base and 6% of covered earnings above the wage base. After 10 years of service, the credits increase to 6% and 8%, respectively. In addition, you will be credited with a 3% CASH Company Contribution. Account balances are credited with interest (6.25% in 2002). Interest rate effective 1/1/02 to be announced. Effective July 1, 2001, all account balances are immediately 100% vested. Employees hired after July 1, 2001 will become eligible for CASH on the first of the month following the first anniversary of hire date. At that time, the employee will receive a credit based on their first year's earnings.
This summary is meant to provide a brief overview of the BOC benefit program. Full details of these programs are available from the Benefits Call Center. If there is any discrepancy between this summary and a plan document, the plan document shall prevail.
Effective January, 2002

TRANSITION SERVICES AGREEMENT
SCHEDULE I
Nate Hanson Scot Chambers Dave Harris Brian O'Rourke John Christensen	Elaine Kamyck Veronica O'Donnell Mike Cook Diane Prescott Doug Butler Ed Henry Rick Nolen Dean Thibeault Leo Rowe Dick Longpre Patrick Kane Mike Conlon Dave Rounseville Paul Ruggieri	John Cialdea Jim Mancini Sean Munnelly Bill Parks Bob Shuckerow Bob Walcott Ed Lyons Pete Weaver

TRANSITION SERVICES AGREEMENT

SCHEDULE II

Elaine Kamyck

Mike Cook

Diane Prescott

Mike Conlon

Paul Ruggieri

John Cialdea

Jim Mancini

Leo Rowe