ARTICLE X.  PERFORMANCE GUARANTEES AND ACCEPTANCE

   
10.1   Performance Guarantees. Seller guarantees that each Unit will meet the 
Performance Standards for Electrical Output, Efficiency, Water Consumption, 
Noise and Emissions as set forth in Section 10.2, when Performance Tests are 
conducted in accordance with the Performance Test Procedures.

10.2  Performance Standards. Each Unit shall meet Performance Standards as 
described in this Article and as set forth in the following table below in 
order to achieve Acceptance:

	2MW Power Plants	2.4MW Power Plants	3.0 MW Power Plants
Electrical Output, kW	2000 kW	2400 kW	
Heat Rate (LVH)	48%	48%	
Water Consumption	600 gal/h	620 gal/h	
Sound level	65 dB(A) at 100 feet	65 dB(A) at 100 feet	
Emissions			
Nox	<1 ppmv	<1 ppmv	
SOx	<0.1 ppmv	<0.1 ppmv	
CO	<20 ppmv	<20 ppmv	
VOC	<20 ppmv	<20 ppmv	
Particulates	<100 mg/m3	<100 mg/m3	


10.2.1   Heat Rate Guarantee.  Seller guarantees that the Heat Rate as 
measured for each of the Units 
as demonstrated during the Performance Test, shall be __BTU/kWh. In the event 
the Heat Rate exceeds the Minimum Heat Rate Guarantee, Seller shall take all 
necessary actions to correct, retest the deficient Unit and cause the 
deficient Unit to meet the Minimum Heat Rate Guarantee.  Failure to meet the 
Heat Rate Guarantee shall prevent Acceptance, unless Purchaser explicitly 
waives this guarantee in writing.  

10.3.2   Electrical Output Guarantee.  Seller guarantees that the Electrical 
Output of each Unit as demonstrated in the  most recent Performance Test 
shall be equal or greater than 2000 kW (for a 2.0 MW Unit), 2400 kW (for a 
2.4 MW) Unit, and 3000kW (for a 3.0 MW Unit). [Is this a net number?  Where 
is it measured?]
  
10.3.3   Emissions Guarantee. Seller guarantees that the emissions of the 
[Unit] for the above listed categories when the [Unit] is operated 
[conditions?]

10.3.4   Water Consumption Guarantee. 

10.3.5 [Sound Guarantee. Seller guarantees that the near field average 
A-weighted sound pressure levels of the [Unit?  Facility?] shall not exceed 
65dB(a) 9referenced to 20 micropascals) when measured during the Performance 
Test at one and a half (1.5) meters above the ground level and one (1) meter 
from the surface of the Equipment.]

10.3.6 Reliability.

10.4    Remedy for Failures to Meet Performance Guarantees.  Except as 
specified in Section 10._] the failure to achieve the Performance Guarantees 
by the Acceptance Deadline [to be defined] shall constitute a default under 
this Agreement, and Purchaser shall have the remedies specified in Article [].

10.5   Testing.

10.5.1   Notice of Installation Completion; Conducting Tests. Seller shall 
deliver Notice to Purchaser that a Unit has achieved Installation Completion 
so that the Unit is ready to be tested.  Within [fourteen (14) days] of 
receipt of this Notice, Purchaser shall perform the Performance Tests in 
accordance with the Performance Test Procedure; however, Purchaser shall not 
be required to conduct Performance Tests prior to [] days from the Delivery 
Date, or date of actual delivery, whichever is latest. Purchaser shall give 
Seller five (5) days notice of the time of the Performance Tests. Seller 
shall be present or to have a representative present at the Performance 
Tests, and shall provide technical advice during the tests; however, 
Purchaser may at its option conduct the test without Seller, assuming notice 
was properly given in accordance with this section.

10.5.2   Test Results. Performance Tests shall be conducted on a unit-by-unit 
basis. Upon the completion of each Performance Test Purchaser will issue a 
Performance Test Certificate setting forth the results achieved during such 
test.  In the case of multiple Performance Tests on a Unit, performance shall 
be measured by the most recent Performance Test.

10.5.3   Costs of  Retests.  If one or more additional Acceptance Tests are 
required doe to the failure of a Unit to pass its Acceptance Test, Seller 
will bear the additional costs (if any) incurred by Purchaser [in excess of 
those costs normally associated with operating the Unit]. Such additional 
costs may include, but not be limited to, cost of testing, instrumentation, 
fuel, consumable spare parts, and additional personnel required to conduct 
the tests.

10.6   Acceptance.  Upon the successful completion of the Performance Test 
for a Unit, Seller shall submit a Performance Test Certificate to Purchaser 
indicating that a Unit has achieved the Performance Standards and it ready 
for Acceptance.  Purchaser shall within ten  (10) days of receipt of such 
Performance Test Certificate, either sign such certificate acknowledging 
concurrence or reject such certificate specifically stating the reasons for 
such rejection. Acceptance for each Unit (and its associated Equipment) shall 
occur upon the issuance of the Performance Test Certificate by Purchaser as a 
result of the Unit having met the Performance Guarantees.  Acceptance of the 
each Unit to be installed in a Facility shall occur when all of the following 
have occurred: 

(a) the issuance of a Performance Test Certificate by Purchaser as a result 
of a Performance Test indicating that the final Unit has met the Performance 
Standards;

(b) all completion of training  and the delivery of O & M Manuals and special 
tools required hereunder shall have occurred;

(c) Seller has delivered to Purchaser a waiver of liens in form as shown in 
Exhibit-S that have been or could have been placed upon the Equipment and 
that there are no outstanding claims of Seller or any Vendor with respect to 
the Equipment for that particular Facility;

(d) all of the Units in the Facility have achieved Installation Completion. 
[and there are no punch list items remaining to be completed.]

10.7 Obligation to Improve Performance.  If the Performance Test should 
indicate that a Unit has met the Specific Performance Guarantees but not the 
Guaranteed Performance Criteria, then for a period of ninety (90) days 
following the Performance Test Seller shall have the obligation to use 
reasonable efforts to improve performance so that the Guaranteed  Performance 
Criteria are met. Such efforts shall be at Seller,s sole cost and risk. 
Performance Tests shall be conducted in accordance with this Article.  

10.8    Reduced Purchase Amount for Failing to Meet Guaranteed Performance 
Levels.  Should the Performance Test of a Unit demonstrate that the Unit has 
met the Performance Standards except for the Electrical Output Performance 
Standard, the Purchase Amount related to that Unit shall be reduced by the 
percent by which the Unit fails to meet the Power Output/kW Performance 
Standard, so long as the Unit has achieved ninety percent of the guaranteed 
level. Seller shall within 30 days refund any prior payment received for the 
Unit in excess of the reduced Purchase Amount.