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                            POWER PURCHASE AGREEMENT
                                     BETWEEN
             TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC.
                                       AND
                           RIPE TOUCH GREENHOUSE, LLC.


     THIS AGREEMENT,  made and entered into this 15th day of March, 1995, by and
between TRI-STATE GENERATION AND TRANSMISSION  ASSOCIATION,  INC., a cooperative
corporation  duly  organized and existing under and by virtue of the laws of the
State of Colorado,  hereinafter called "Tri-State",  its successors and assigns,
and Ripe Touch  Greenhouse,  LLC., a limited  liability  company duly organized,
created,  and existing under and by virtue of the laws of the State of Colorado,
hereinafter  called  "Producer",  its  successors  and  assigns.  Tri-State  and
Producer are hereinafter  known  collectively as the Parties and individually as
the Party.

     This Agreement is made pursuant to the Tri-State  Interconnection Standards
For  Qualifying   Facilities   (hereinafter   referred  to  as  "Interconnection
Standards")  dated September,  1992,  attached hereto as Exhibit "A" and by this
reference incorporated herein.

                             RECITALS
     WHEREAS,  Tri-State  owns and operates an electric  power system within the
States  of  Colorado,  Nebraska  and  Wyoming,  and is  engaged  in  generating,
purchasing,  and  transmitting  power and  energy for sale at  wholesale  to its
member distribution cooperatives,  including Mountain View Electric Association,
Inc., (hereinafter called "Mountain View") on an "all requirements" basis; and

     WHEREAS,  Mountain View is engaged in transmitting and  distributing  power
and  energy  to,  among  others,  consumers  in El Paso  County  in the State of
Colorado; and

     WHEREAS,  the  Producer  intends to install  and operate a waste fuel fired
generation facility  (hereinafter referred to as "Project") in northwest El Paso
County, two miles west of the town of Calhan; and
<PAGE>

     WHEREAS,  the  Producer  has  requested  electrical   interconnection  with
Mountain View directly and with Tri-State indirectly, to facilitate delivery and
sale of  approximately  5,000 kilowatts of power and associated  energy from the
Project to Tri-State.

     NOW,  THEREFORE,  in consideration of the mutual promises,  covenants,  and
conditions set forth herein, the Parties agree as follows:

                             ARTICLE 1 - DEFINITIONS
                             -----------------------

     For  purposes of this  Agreement,  all terms with initial  capital  letters
textually  defined and used herein,  and not otherwise  defined,  shall have the
definitions  ascribed to them by the text.  The  following  terms shall have the
following meanings:

A.  "Authorization for  Interconnection"  means the Agreement between Tri-State,
Mountain View, and Producer that details certain  conditions that must be met in
order for  Producer  to  continue  interconnected  operation  beyond the initial
testing period of the Project.

B.  "Billing  Period" means the period of time between the  consecutive  monthly
cutoff meter reading  dates used to determine  billing  quantities.  The Billing
Period will normally coincide with a calendar month.

C. "Billing Year" means January 1 through December 31, or such other dates which
coincide with Tri-State's Billing Year for its Class A members.

D. "Capacity Rate" means the amount  expressed in dollars per kilowatt per month
that Tri-State will pay Producer for metered capacity per Article 5.

E. "Commercial Date" means the first day of which capacity and energy deliveries
to Tri-State  begin,  subsequent to the initial  testing  period as described in
Article 8.

F. "Effective Date" is the date stated on page one (1) of this Agreement.

G. "Energy  Rate" means the amount  expressed in dollars per  megawatthour  that
Tri-State will pay Producer for metered energy per Article 5.
<PAGE>

H.   "Interconnection   Facilities"  means  all  of  the  electrical  connection
facilities   which  must  be   installed   or   modified   for  the  purpose  of
interconnecting  and delivering power from the Project to the Tri-State  system,
including,  but  not  limited  to,  all  metering  equipment,  transmission  and
distribution  lines and equipment,  communications  and telemetering  equipment,
protective devices and safety equipment.

I. "Member System Peak" means the half-hour  interval  during which  Tri-State's
Class A Membership was billed for demand during a Billing Period.  

J. "Operating  Representative(s)" means a person designated by each Party to act
on its behalf as set forth in Article 23. 

K.  "Point(s) of Delivery"  means the  point(s) of  interconnection  between the
Project and Tri-State's  electrical  system.  

L. "Rated Output" means the design  capability of the Project which is projected
to be 5,000 kW. 

M. "REA  [RUS] Form 12d" means that  certain  document  prescribed  by the Rural
Utilities service entitled,  "Operating  Report-Steam Plant" REA [RUS] Form 12d,
REV. 12/93, which Tri-State submits to the Rural Utilities  Service,  or in lieu
thereof  such  other  records  of  Tri-State  providing   essentially  the  same
information in essentially the same reporting format as said REA [RUS] Form 12d.

N.  "Rolling   Three-Year  Average  Monthly  Load  Factor",   means  Tri-State's
system-wide  three-year  weighted  average monthly load factor as calculated per
Exhibit B.  Tri-State's  monthly load factor to be used in this  calculation  is
calculated  by taking the total Class A member energy sales for the month in kWh
divided by the product of the total Class A member  capacity sales for the month
in kW, and the number of hours in the month.  

0. "Test  Period"  means the period of time between the  Effective  Date and the
Commercial  Date when  Project  testing is  performed  per Article S. 

P. "Twelve Month Weighted Average Monthly Load Factor" means  Producer's  twelve
month weighted average monthly load factor of capacity and energy  deliveries to

<PAGE>

Tri-State as  calculated  per Exhibit B attached  here-to and by this  reference
incorporated  herein.  Producer's  monthly  load  factor  to  be  used  in  this
calculation  is  calculated  by taking the total  metered  energy  delivered  by
Producer to  Tri-State  for the month in kWh divided by the product of the total
metered  capacity  produced by the Project at the time of the Member System Peak
in kW,  and the  number  of hours in the  month.  If this  calculation  yields a
monthly  load factor in excess of 100%,  the load  factor  shall be deemed to be
100% for that particular month.

                         ARTICLE 2 - AGREEMENT FOR SALE
                         ------------------------------

     Tri-State  agrees to purchase  the entire net output of capacity and energy
from the Project (delivered to the Point(s) of Delivery), and Producer agrees to
sell and deliver said  capacity and energy  solely to Tri-State  for the term of
this  Agreement.  Producer  agrees the  production  and delivery of capacity and
energy will be pursuant to the  restrictions  contained  in Exhibit "A" and that
any variance  from such  restrictions  shall enable  Tri-State to terminate  its
obligations under this Agreement,  without notice, without penalty or cost, upon
Tri-State's  sole discretion,  by notice of termination  delivered in writing to
Producer.

     Notwithstanding the provisions of Article 19, there may be times when these
purchases  may have to be  curtailed  to ensure  safe and  reliable  service  to
electric customers of Tri-State,  Mountain view, or other  interconnected  power
suppliers.  These  curtailments would be performed only under adverse electrical
conditions including,  but not limited to, power system interruptions,  overload
of facilities, loss of system generation, or other adverse conditions. Tri-State
shall have the sole  responsibility to determine the capability of the Tri-State
and Mountain View  electrical  systems to accept  capacity and energy  purchases
from the Project.  In the event  purchases are curtailed,  Tri-state  shall make
reasonable  efforts to minimize the duration of the  curtailment.  It is further
understood and agreed that Tri-State  shall not be liable for loss of revenue or
other costs to the Producer as a result of such curtailment(s).
<PAGE>

                        ARTICLE 3 - TERM AND TERMINATION
                        -------------------------------- 

     This  Agreement  shall have an initial term of thirty (30) years  beginning
with the Effective Date. The Agreement shall thereafter be deemed to be extended
by the  Parties  hereto  for up to two (2)  successive  terms  of  fifteen  (15)
consecutive years in the absence of any Party giving written notice to the other
Party of its election not to so extend, said notice to be given at least 30 days
prior to the expiration of the initial or any additional term.
     Tri-State may also terminate this Agreement if certain  minimum load factor
deliveries  are not  maintained  by  Producer,  as  outlined  in  Article  5. In
addition,  if the Commercial Date does not occur prior to February 28, 1997, the
terms of this Agreement become null and void.

                ARTICLE - 4 DETERMINATION OF CAPACITY AND ENERGY
                ------------------------------------------------
                       DELIVERED BY PRODUCER TO TRI-STATE
                       ----------------------------------  

     Tri-State  shall make  monthly  payments  for  capacity and energy based on
actual metered quantities per Article 5. The monthly payments shall consist of a
Capacity  Rate applied to the metered  capacity  delivered by the Project at the
time of the Member  System  Peak during the  Billing  Period,  and a Energy Rate
applied to the total metered energy  delivered by the Project during the Billing
Period.

     If the Project is off-line,  or not  producing  power for any reason during
the time of the Member System Peak, the metered  capacity for the Billing Period
will be  determined  by taking an average  of the daily  metered  peak  capacity
produced for all days during the Billing  Period in which the Project is on-line
for the entire twenty-four hours of each day during the Billing Period.

     In the event of partial-month  service,  the capacity component of the rate
shall be prorated on the basis of the number of whole (24 hour) days served.


<PAGE>

               ARTICLE 5 - PURCHASE PRICE FOR CAPACITY AND ENERGY
               --------------------------------------------------

         Energy Rate - Energy  purchased  for a Billing  Year of this  Agreement
shall be priced  at the  average  operation  cost as shown on line 12 of the REA
[RUS) Form 12d for Tri-State's Craig Station Unit No. 3 for the preceding twelve
month period ended  October 31. Any lease  expense  contained in line 10 of said
form shall be removed prior to  calculating  the Energy Rate. The energy billing
charge for any period shall be the product the number of  megawatthours  metered
and received by Tri-State in the period times the Energy Rate. An example of the
calculation  of the Energy  Rate is  contained  in  Exhibit B  attached  hereto.
Tri-State will provide an initial  Energy Rate  calculation to Producer no later
than the Commercial Date of this Agreement.  This initial Energy Rate will be in
effect for the first Billing Year of the Agreement,  or portion thereof, if less
than a full year. Subsequent Energy Rate calculations will be provided by letter
prior to the start of each  succeeding  Billing Year. If subsequent  Energy Rate
calculations for any Billing Year result in an Energy Rate less than the initial
Energy Rate, the initial Energy Rate will be assessed for such Billing Year(s).

     Capacity Rate - The Capacity Rate during the entire term of this  Agreement
shall be $10.07 per kW per Billing Period.

     If total capacity and energy  deliveries from Producer to Tri-State for any
Billing Period yield a Twelve Month Weighted Average Monthly Load Factor for the
most recent twelve month period,  ended with the current Billing Period, of less
than the  Rolling  Three Year  Average  Monthly  Load Factor for the most recent
thirty-six  month  period,  ended with the  current  Billing  Period,  a billing
adjustment  will be  performed  to prorate the total  capacity  revenue  paid to
Producer  for the Billing  Period.  A proration  factor  will be  determined  by
multiplying  the total  capacity  revenue paid by  Tri-State by a fraction,  the
numerator of which is the actual  Twelve  Month  Weighted  Average  Monthly Load
Factor and the  denominator  of which is the Rolling Three Year Average  Monthly
Load Factor.  Tri-State  will receive from  Producer a discount for said Billing
Period based on the difference  between the total capacity revenue  calculations
per this Article 5 and the  proration  factor so  determined.  An example of the
calculation  of the Twelve Month  Weighted  Average  Monthly Load Factor and the
Rolling Three Year Average Monthly Load Factor is contained in Exhibit B.
<PAGE>

     The purpose of 'the preceding billing  adjustment is to reduce the capacity
revenue  received by Producer in the event  deliveries  to Tri-State do not meet
the Rolling  Three Year  Average  Monthly  Load Factor.  Monthly  deliveries  to
Tri-State  resulting  in a Twelve  Month  Weighted  Average  Monthly Load Factor
exceeding the Rolling Three Year Average  Monthly Load Factor will not result in
calculations to increase the capacity revenue received by Producer.

     If the Twelve Month Weighted  Average Monthly Load Factor drops below fifty
(50)  percent  for  three  consecutive  months,  Tri-State  may  terminate  this
Agreement  upon 30  days  writ-ten  notice  to  Producer,  unless  Producer  can
demonstrate  to  Tri-State's  sole  satisfaction  that it is exercising its best
efforts to correct the problem with all dispatch.

                               ARTICLE 6 - METERING
                               --------------------

         Tri-State  shall  provide,  own, and maintain,  all at Producer's  sole
expense, all necessary meters, dedicated potential and current transformers, and
associated  equipment to be utilized for the  measurement of capacity and energy
for  determining  Tri-State's  payments to Producer  pursuant to this Agreement.
Producer shall provide, at no expense to Tri-State,  a suitable location for all
meters  and  associated  equipment,   and  a  dedicated  telephone  circuit  for
telemetering purposes. Producer, under the term and conditions set forth herein,
hereby grants to Tri-State, its agents, employees, and subcontractors, a license
to enter the premises to operate,  maintain,  or replace the equipment installed
hereunder.  All reasonable costs  associated with any remote recorder  readings,
translations,  billing  costs,  and any  applicable  administrative  and general
expenses including labor and travel, shall be borne solely by Producer.

     Tri-State's  meters  shall be sealed by  Tri-State  and the seals  shall be
broken only when the meters are to be inspected, tested or adjusted by Tri-State
or its agent.  Producer shall be given reasonable notice of testing and have the
right to have its representative present on such occasions.
<PAGE>

     Tri-State's  meters installed pursuant to this Agreement shall be tested by
Tri-State,  at  Producer's  sole  expense,  at least  once  each year and at any
reasonable  time upon request by either Party,  at the  requesting  Party's sole
expense. metering equipment found to be inaccurate shall be repaired,  adjusted,
or replaced by  Tri-State,  at Producer's  sole expense,  such that the metering
accuracy  of said  equipment  shall be within  two  percent  (2%).  If  metering
inaccuracy  exceeds two percent (2%),  the correct amount of capacity and energy
output during such Billing Period shall be measured by check meters installed by
Tri-State. If Tri-State's check meters have not been installed, or if such check
meters have failed to fully register during such Billing  Period,  the amount of
metered  capacity and energy shall be determined based on a mutually agreed upon
estimate between the authorized  Operating  Representatives of the Parties.  Any
correction  in the billing  resulting  from such a correction  in meter  records
shall be made in the next monthly bill rendered, and such correction, when made,
shall constitute full resolution of any claim between the Parties hereto arising
out of such inaccuracy of metering equipment.


                       ARTICLE 7 - FIRST RIGHT OF REFUSAL
                       ----------------------------------
  
     In the event Producer proposes to sell the Project or its associated rights
to any third party,  Tri-State shall have the first right of refusal to purchase
the  Project  for a  purchase  price  equal to any bona fide offer  offered  and
conditionally  accepted by Producer  (such  condition  being only the  Tri-State
first right of  refusal).  The  provisions  of this  Article  shall not apply to
transactions associated with the financing or refinancing of the Project.

<PAGE>
                             ARTICLE 8 - TEST ENERGY
                             ----------------------- 

     Prior to the  Commercial  Date of  operation  of the  Project,  the Parties
anticipate a period of testing during which a limited amount of test energy will
be produced. Tri-State agrees to purchase all metered test energy from Producer,
subject to the following terms and conditions:

1. Metering will be installed by Tri-State, at the Project's expense, before any
interconnected  operation  for testing is  permitted.  

2.   Producer   will  obtain   liability   insurance   which   conforms  to  the
Interconnection  Standards prior to any testing. Approval of liability insurance
by Tri-State and Mountain View, in Tri-State's and Mountain View's sole opinion,
is required  prior to any  interconnection  for testing.  

3. The  Project  will be required to receive  authorization  from the  Tri-State
dispatchers  in  Westminster,  Colorado,  at least  thirty (30)  minutes  before
commencing each testing period.  Unauthorized testing will not be permitted. 

4. The Project will have personnel on-site during each testing period who can be
contacted  immediately  by Mountain  View or  Tri-State.  Prior to testing,  the
Project will provide telephone  numbers or radio frequencies  through which they
can be contacted.  

5. The Project will  immediately  disconnect  upon request from Mountain View or
Tri-State.  

6.  Tri-State  will pay  $5.00/MWh  ($0.005/kWh)  for the metered  energy during
authorized testing periods.  There will be no associated  capacity rate assessed
or paid for test energy. 

7. Upon  satisfactory  completion  of the test period,  as solely  determined by
Tri-State,  the  Authorization for  Interconnection  will be executed before the
Project may be placed into commercial operation.

                     ARTICLE 9 - OPERATIONS AND MAINTENANCE
                     --------------------------------------

     Producer shall maintain an operating log at the Project with records  of:

     1.   Real power generation;
<PAGE>

     2.   Changes in operating status;

     3.   Outages;

     4.   Operations of protective devices;

     5.   Any unusual conditions found during inspections; and

     6.   Routine maintenance.

     Such  information  shall be made  available to  Tri-State  upon request and
copies of said operating log and records shall be provided, if requested, within
thirty (30) days of Tri-State's request. Producer shall coordinate all scheduled
out-ages and major overhauls with Tri-State.

                    ARTICLE 10 - INTERCONNECTIONS FACILITIES
                    ----------------------------------------

     The Producer shall design,  construct,  own, operate., and maintain, at its
own expense, all equipment on the Project side of the Point of Delivery,  except
for equipment set forth in Article 6.

     Producer is required to meet the  interconnection  requirements of Mountain
View as well as those of Tri-State, as set forth in Tri-State's  Interconnection
Standards (Exhibit "A") . The Interconnection Standards set forth the details of
Tri-State's   requirements  concerning  protective  equipment,   inspection  and
maintenance,  insurance,  metering,  liability, and the procedure to be followed
during application for interconnection.

     Any costs  incurred by  Tri-State  in  connection  with an  interconnection
request pursuant to this Agreement shall be the sole responsibility of Producer,
including, but not limited to, contracting,  engineering, and testing activities
(inclusive of all payroll burdens and overheads),  and any required construction
or modification of  distribution  or  transmission  system  facilities or of any
metering or telecommunication facilities.
<PAGE>

              ARTICLE 11 - CONDITIONS PRECEDENT TO COMMERCIAL DATE
              ---------------------------------------------------- 

     Sales of power and  energy,  except as  defined  in  Article  8,  shall not
commence until:

          1. The  Project is tested per  Article 8, and such test is accepted in
          writing by Tri-State and Mountain View.

          2. The Producer's  liability  insurance per Article 14 is in force and
          such  insurance has been approved in writing by Tri-State and Mountain
          View.  

          3.   Tri-State,   Mountain   View,   and   Producer   have  signed  an
          "Authorization for Interconnection" Agreement which is satisfactory to
          Tri-State  and Mountain  View 

          4.  Producer  has  provided an  electrical  power  system  single line
          drawing of the Project to Tri-State and Mountain View.

                        ARTICLE 12 - BILLING AND PAYMENT
                        --------------------------------

     Tri-State shall mail to Producer not later than twenty-five (25) days after
the end of each monthly billing period, a statement showing metered capacity and
energy, a computation of 'the payment due Producer, and a check for that amount.
Payments  are  deemed  paid on the date  they are  postmarked.  Absent  proof of
postmark,  payments  shall be deemed paid as of the date of the check.  Payments
postmarked  subsequent  to the  25th day of the  month  shall  be  subject  to a
prorated annual  interest  charge at the Norwest Bank, or its successors,  prime
rate plus two percent  applied to late  payments on a daily basis,  on a 365 day
year.  Contested  billings  shall bear a similar  amount of interest  due to the
prevailing  Party upon payment or refund of the contested  amount.  In the event
the due date of an invoice falls on a weekend or Tri-State holiday, the due date
shall be the next business day.

                             ARTICLE 13 - LIABILITY
                             ----------------------

     Each Party shall save,  defend,  and hold  harmless  the other  Party,  its
officers,  employees, and agents from any and all claims for injury to person or
<PAGE>

persons or damage to property  occurring on its respective  side of the Point of
Delivery; provided, however, that nothing herein contained shall be construed as
relieving  or  releasing  either  Party  from  liability  far  injury or damage,
wherever  occurring,  resulting from its own negligence or the negligence of any
of its officers, servants,  employees, or agents; and in the event of concurrent
negligence by the Parties,  there shall be contribution;  and provided  further,
that each of the  Parties  hereto  shall be  solely  responsible  far  injury or
damage,  wherever  occurring,  due solely to any defect in equipment  installed,
furnished, or maintained by such Party. Each Party is solely responsible for the
risk of loss,  or damage to, its  equipment,  unless the loss or damage  results
from the negligence or fault of the other Party.

                             ARTICLE 14 - INSURANCE
                             ----------------------
 
     Prior to any  testing  of the  Project,  Producer  shall  obtain  liability
insurance as outlined in Tri-State's  Interconnection  Standards, and present to
Tri-State a current and valid  certificate  of insurance.  Such  certificate  of
insurance shall state that Tri-State shall receive notice of lapse, cancellation
and renewal from the insurance  carrier.  Producer shall give  Tri-State  thirty
(30) days  notice of  cancellation  or material  change in the policy.  Producer
shall maintain such liability  insurance for the term of this Agreement.  If for
any reason such liability insurance is cancelled or not renewed, Tri-State shall
disconnect  or cause to  disconnect  Producer's  Project from the Mountain  View
electrical system and shall discontinue purchases of metered capacity and energy
output until such time as Producer obtains liability  insurance  pursuant to the
Interconnection Standards and presents the certificate of insurance to Tri-State
and Mountain View.

                               ARTICLE 15 - TITLE
                               ------------------

     Delivery of energy and capacity  shall be deemed  completed at the Point of
Delivery,  and  title to  energy  and  capacity  shall  pass to  Tri-State  upon
delivery.
<PAGE>

                               ARTICLE 16 - WAIVER
                               -------------------

     Any waiver at any time by either  Party of its rights with  respect to this
Agreement,  or with respect to any other matter arising in connection  with this
Agreement, shall be deemed a waiver of that specific instance only and shall not
be deemed a waiver  with  respect  to any other  matter  arising  thereafter  in
connection with this Agreement.

                           ARTICLE 17 - CHOICE OF LAW
                           --------------------------

     This Agreement  shall be construed and  interpreted in accordance  with the
laws of the State of  Colorado.  Jurisdiction  and  venue  shall be in the Adams
County, Colorado, District Court.

                           ARTICLE 18 - REACTIVE POWER
                           ---------------------------

     Each Party shall provide the reactive power requirements for its own system
unless  otherwise  mutually  agreed  upon  from  time to  time by the  Operating
Representatives of the Parties.

                       ARTICLE 19 - UNCONTROLLABLE FORCES
                       ----------------------------------

     No Party  hereto  shall be  considered  to be in  default in respect to any
obligation   hereunder  if  performance  of  such  obligation  is  prevented  by
uncontrollable  forces. The term uncontrollable forces is deemed for the purpose
of this  Agreement to mean any cause  beyond the control of the Party  affected,
including,  but not limited to, flood,  earthquake,  storm, drought,  lightning,
fire epidemic,  war, riot, civil disturbance,  labor disturbance,  sabotage, and
restraint by a court order,  regulatory  agency, or public  authority,  which by
exercise of due  diligence and foresight  such Party could not  reasonably  have
been expected to avoid.  Any Party rendered  unable to fulfill any obligation by
reason of  uncontrollable  forces shall  exercise  due  diligence to remove such
inability  with all  reasonable  dispatch.  Nothing  contained  herein  shall be
construed to obligate a Party to forestall or settle a strike against its will.
<PAGE>

                ARTICLE 20 - EXHIBITS MADE PART OF THIS AGREEMENT
                -------------------------------------------------

     Inasmuch as Exhibits A and B attached  hereto and made a part  hereof,  set
forth  conditions  which  may  change  during  the term of this  Agreement,  the
conditions set forth in the Exhibits shall be as from time to time formulated by
the Parties by mutual revision of said Exhibits.  The initial  Exhibits A and B,
attached hereto,  shall be in force and effect in accordance with its provisions
until superseded by subsequent  Exhibit(s).  Other exhibits may be added to this
Agreement by mutual agreement of 'the Parties.

                       ARTICLE 21 - SUCCESSORS AND ASSIGNS
                       -----------------------------------

     A. Permitted  Assignments - This Agreement  shall be binding upon and inure
to the benefit of the permitted  successors  and assigns of the Parties  hereto.
Producer,  without the approval of Tri-State, may assign, transfer,  mortgage or
pledge  this  Agreement  to create a security  interest  for the  benefit of the
United  States  of  America,  acting  through  the  Administrator  of the  Rural
Utilities Service (the Administrator).  Thereafter,  the Administrator,  without
the approval of Tri-State,  may (1) cause this  Agreement to be sold,  assigned,
transferred,  or  otherwise  disposed of to a third party  pursuant to the terms
governing such security  interest,  or (2) if the  Administrator  first acquires
this Agreement  pursuant to 7 U.S.C.,  Section 907, sell, assign,  transfer,  or
otherwise dispose of this Agreement to a third party; provided, however, that in
either case (a) Producer is in default of its  obligations to the  Administrator
that are  secured by such  security  interest  and the  Administrator  has given
Tri-State notice of such default,; and (b) the Administrator has given Tri-State
thirty  days'  prior  notice  of its  intention  to sell,  assign,  transfer  or
otherwise  dispose of this  Agreement  indicating  the  identity of the intended
third party assignee or purchaser. No permitted, sale, assignment,  transfer, or
other disposition shall release or discharge Producer from its obligations under
this Agreement.  

     B.  Assignments  to  Affiliates - Each Party shall have the right to assign
all or part of its rights and  interests  herein,  without  prior consent of the

<PAGE>

other Party, to (i) any entity acquiring all ox- substantially all of the assets
of such Party;  (ii) any entity merged or consolidated with such Party; or (iii)
any entity which is wholly owned by such Party. 

     C. Other  Assignment - Except as provided in  paragraph  A, and B.,  above,
neither  Party shall  assign its  interest in the  Agreement in whole or in part
without the prior written consent of the other Party.  Such consent shall not be
unreasonably withheld.

                             ARTICLE 22 - APPROVALS
                             ----------------------
 
     This Agreement is subject to the regulatory  powers of any state or federal
agency  having  jurisdiction,  and subject to  approval  of the Rural  Utilities
Service.  Each Party hereto shall use it best efforts and shall  cooperate  with
the other to obtain  from all such  state and  federal  authorities  as may have
jurisdiction,  all authorizations,  approvals, and orders to the extent required
by law in order to enable  them to  validly  enter  into this  Agreement  and to
perform all their obligations hereunder.

                     ARTICLE 23 - OPERATING REPRESENTATIVES
                     --------------------------------------

     The Parties hereby establish Operating  Representatives to secure effective
coordination  and to deal  on a  prompt  and  orderly  basis  with  the  various
operating and technical problems which arise in conjunction with the delivery of
power,  reciprocal services, and coordination.  Each Party, by written notice to
the other Party,  shall designate an Operating  Representative who is authorized
to act on its behalf.

     The  establishment  of any  procedure  or practice  or any other  action or
determination by the operating  Representative shall be effective when signed by
the   Operating   Representative   of  each  of  the  Parties.   The   Operating
Representatives  of the Parties  shall have no authority to modify any provision
of this Agreement, except as provided hereunder.

     The Operating  Representatives agree to work together to develop procedures
for  operations,  metering,  etc.,  not less -than six (6)  months  prior to the
commercial Date of this Agreement.
<PAGE>

                            ARTICLE 24 - SEVERABILITY
                            -------------------------
  
         In the event that any of the terms,  covenants  or  conditions  of this
Agreement,  its Exhibits,  or the  application  of any such term,  covenant,  or
condition  shall be held  invalid  by any court or  administrative  body  having
jurisdiction,  it is the  intention  of the  Parties  that in lieu of each  such
-term,  covenant or  condition  that is invalid,  there be added as part of this
Agreement,  a term,  covenant,  or  condition as similar in terms as possible to
such invalid term,  covenant or condition.  The Agreement  shall not be effected
thereby and shall remain in full force and effect.

                            ARTICLE 25 - INTEGRATION
                            ------------------------
                     
         The terms and provisions  contained in this Agreement between Tri-State
and Producer constitute the entire agreement between Tri-State and Producer, and
supersede  all  previous  communications  and  representations,  either  oral or
written,  between  Tri-State and Producer with respect to the subject  matter of
this Agreement.

                              ARTICLE 26 - NOTICES
                              --------------------

     All notices under this Agreement shall be deemed sufficient if deposited in
the U. S. Mail, first-class postage prepaid thereon, addressed as follows:

To   Tri-State  Generation and  Transmission  Association,  Inc. 
     General Manager
     12076 Grant Street Post Office Box 33695 
     Denver, Colorado 80233

To   Ripe Touch Greenhouse,  LLC. 
     14590 East Fremont Avenue 
     Englewood,  Colorado  80112

     The designation of the person to be notified or -the address of said person
may be changed at any time by similar notice.
<PAGE>

                               ARTICLE 27 - AUDIT
                               ------------------

     The  Parties  shall  maintain  accurate  records  and books of  account  in
accordance  with generally  accepted  accounting  principles and consistent with
this  Agreement.  Said  books and  records  shall  present  fairly all costs and
expenses  utilized,  either directly or indirectly,  in computing any charges or
payments to the other Party under 'this Agreement.

     Upon thirty (30) days'  written  notice,  each Party shall afford the other
Party or its independent  auditors reasonable access to the relevant records and
books of account for a period of twenty four (24) months during the term of this
Agreement, and fox, a period of twenty-four months thereafter. The Parties shall
make every reasonable effort to obtain information from major subcontractors and
suppliers  requested in connection  with such access to the records and books of
account, at the requesting Party's expense.

                            ARTICLE 28 - ARBITRATION
                            ------------------------
  
     If a dispute between the Parties should arise under this Agreement,  either
Party may call for submission of the dispute to arbitration, which call shall be
binding upon the other Party. The arbitration shall be governed by the rules and
practice of the American Arbitration Association (or the rules and practice of a
similar  organization if the American  Arbitration  Association  should not then
exist). If such rules and practices  conflict with the then existing  provisions
of Colorado law applicable to arbitration proceedings, such law shall govern.

                             ARTICLE 29 - AMENDMENT
                             ---------------------- 
     This Agreement may be amended,  changed, modified or altered, provided that
such  amendment,  change,  modification  or  alteration  shall be in writing and
signed by both Parties hereto.
<PAGE>





                               ARTICLE 30 - ATTEST
                               -------------------

     IN WITNESS  WHEREOF,  The Parties  hereto have caused this  Agreement to be
executed in their respective names as of the date and year first above written.

TRI-STATE GENERATION AND                RIPE TOUCH GREENHOUSE,
  TRANSMISSION ASSOCIATION, INC          LLC.


By   /s/______________________________          By /s/__________________________
     Frank R. Knutson, General Manager            Stan Abrams, Manager


Attest: /s/___________________________      Attest: /s/_________________________


<PAGE>


                                    EXHIBIT B
                                    ---------
                            PURCHASE PRICE FOR ENERGY
                                   (Article 5)

This Exhibit B, made this 15th day of March,  1995, to be effective under and as
a part  of  the  Power  Purchase  Agreement  between  Tri-State  Generation  and
Transmission,    Association,   Inc.,   and   Ripe   Touch   Greenhouse,   LLC.,
dated_______________  _____,shall become effective on the Effective Date of said
Agreement and shall remain in effect until superseded by another Exhibit B. This
Exhibit B or any superseding  Exhibit- B shall terminate upon the termination of
said Agreement.

ENERGY RATE - Information  necessary to complete the  calculation of the Billing
Year Energy Rate  illustrated  below shall be taken from  Tri-State's  REA [RUS]
Form 12d entitled,  "Operating  Report - Steam Plant" for Craig Station Unit No.
3.

                        ENERGY RATE FOR 1995 BILLING YEAR
                                    (Example)



                                         October 1994           October 1994
                                           12 Months             12 Months
                                         YEAR-TO-DATE           YEAR-TO-DATE
                                       OPERATION EXPENSE       NET GENERATION
                                       (Sec. E, Col. G,       (Sec. B, Col. C,
                                           Line 12)                Line 8)

                                                                     
Craig Station (Unit 3)                  *$43,502,495             2,897,505 MWh

*Total Operation Expense                  $79,565,667

Minus lease expense                       $36,063,172    (line 10)
                                          -----------
                          =               $43,502,495

Energy Rate -  1995 = ($43,502,495 o2,897,505 MWh)   =   $15.01/mwh



<PAGE>


CALCULATION OF TWELVE MONTH WEIGHTED AVERAGE MONTHLY LOAD FACTOR AND
--------------------------------------------------------------------

ROLLING THREE YEAR AVERAGE MONTHLY LOAD FACTOR
----------------------------------------------


Weighted Average = LF (1) x KW (1) + LF (2) x KW (2) +... + LF (n) x KW (n)
                   -------------------------------------------------------- 
                                   KW (1)  +   KW (2)   +  ...  KW (n)

     Where: LF (m) is the load factor for the month m

            KW (m)  is the Tri-State Class A member peak kW demand for month m

            n = 36 months for Tri-State, or number of whole months elapsed since
            April 15, 1992, is less than thirty-six.

            n = 12 months for  Producer,  or number of months  elapsed since the
            Commercial Date, if less than twelve.

     IN WITNESS  WHEREOF,  The Parties  hereto have caused this  Exhibit B to be
executed in their respective names as of the date and year first above written.

TRI-STATE GENERATION AND                           RIPE TOUCH GREENHOUSE, LLC.
TRANSMISSION ASSOCIATION, INC.



By /s/_________________________________            By /s/_______________________
      Frank R. Knutson, General Manager                 Stan Abrams, Manager



Attest: /s/_____________________________          Attest: /s/___________________




<PAGE>


Power Marketing Agreement
April 20,1994                                Revision 1
Page 6 of 6                                  September 8. 1995


                            APPENDIX A



The  additional  monthly  compensation  referred  to in Section  4(a)(ii) of the
Agreement shall be calculated as according to the following formula:

         R = (E - 14.6727) x $833.33

     where:

          R = Additional  monthly  compensation ($ / month) E = Energy rate from
              power sales contract ($ / MWh)

The energy rate (E) shall be updated  annually on January 1st to reflect  annual
rate  adjustments  in the power  sales  contract.  In any  event the  additional
monthly compensation (R) shall not be less than zero.

Example

         Where:

         E   = 15.01 ($ / MWh)

         Then:

         R   = (15.01 - 14.6727) x $833.33 ($ / month)
             = $281 per month





APPROVED:
--------

ClTIZENS LEHMAN POWER L.P.  RIPE TOUCH GREENHOUSE, LLC  KENNETH M. MCBRYDE
By:/s/___________________   By: /s/___________________  By: /s/_________________
Date:        9/13/95        Date:         9/8/95        Date:        9/8/85
      -------------------        ---------------------       -------------------


<PAGE>


                                 AMENDMENT NO. 1

                                     TO THE


                            POWER PURCHASE AGREEMENT
                            ------------------------  

                                     BETWEEN

             TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC.

                                       AND

                           RIPE TOUCH GREENHOUSE, LLC

I        PREAMBLE.  This  Contract  Amendment  is made this 28th day of February
         1997, between TRI-STATE  GENERATION AND TRANSMISSION  ASSOCIATION INC.,
         hereinafter  called  Tri-State-,  and  RIPE  TOUCH  GREENHOUSE,   INC.,
         formerly known as Ripe Touch Greenhouse,  LLC., hereinafter called Ripe
         Touch, as part of the Power Purchase  Agreement,  dated March 15, 1995,
         (Original  Contract)  pursuant to the same  authorities as the Original
         Contract, and subject to all of the provisions of the Original Contract
         except as herein amended.

2.       EXPLANATORY RECITALS:
         --------------------

     2.1  Ripe Touch has begun the processes  necessary to install and operate a
          waste fuel fired generation  facility,  hereinafter referred to as the
          Project,  in  northwest  El Paso  County,  two miles  west of  Calhan,
          Colorado.

     2.2  The Original  Contract  provides,  among other things,  for electrical
          interconnection by Ripe Touch with Tri-State's  Member,  Mountain View
          Electric Association,  Inc., directly and with Tri-State indirectly to
          facilitate delivery and sale of approximately 5,000 kilowatts of power
          and associated energy from the Project to Tri-State-

     2.3  The  terms  of the  Original  Contract  stipulate  that  the  Original
          Contract shall become null and void in the event the  Commercial  Date
          has not occurred by February 28, 1997.

     2.4  Ripe Touch has  requested  extension  of such  termination  date until
          April  30,  1998,  has  demonstrated  to  Tri-State  that  significant
          progress has been made toward  construction  of the  Project,  and has
          provided to  Tri-State a deposit in the amount of $25,000  which shall
          be refundable  only in the event the  Commercial  Date occurs prior to
          the requested extension date.

     2.5  Ripe Touch Greenhouse,  LLC, a party to the Original  Contract,  along
          with Tri-State, is now known as Ripe Touch Greenhouses, Inc.,

     2.6  The  parties  desire to change the terms of the  Original  Contract to
          change  the date of  termination  and to change the name by which Ripe
          Touch is known under the Original Contract.

     3.   AGREEMENT: The parties  hereto agree to the terms and  conditions  set
          forth herein.
<PAGE>

     4.   TERM OF CONTRACT  AMENDMENT:  This  Contract  Amendment  shall  become
          effective  on the date  first  above  written,  subject,  however,  to
          written approval by the Rural  Electrification  Administration and any
          regulatory  agency  having  jurisdiction,  and shall  remain in effect
          concurrently   with  the  Original   Contract   and  shall   terminate
          concurrently therewith.

     5.   REVISION OF ARTICLE 3. "TERM AND TERMINATION": The second paragraph of
          Article 3, "Term and Termination",  of the Original Contract is hereby
          deleted in its entirety and the following substituted therefor:

               "Tri-State may also  terminate this Agreement if certain  minimum
               load  factor  deliveries  are  not  maintained  by  Producer,  as
               outlined in Article 5. In addition,  if the Commercial  Date does
               not  occur  prior to May 1,  1998,  the  terms of this  Agreement
               become null and void."

     6.   REVISION OF VARIOUS CONTRACT ARTICLES:  All references in the Original
          Contract to "RIPE TOUCH GREENHOUSE, LLC." shall be understood to refer
          to "RIPE TOUCH GREENHOUSES, INC."

     7.   ORIGINAL  CONTRACT  TO REMAIN  IN FULL  FORCE  AND  EFFECT:  Except as
          expressly modified by this Contract  Amendment,  the Original Contract
          shall  remain in full force and effect,  and this  Contract  Amendment
          shall be subject to all the provisions,  except as herein modified, of
          the Original Contract.


IN WITNESS  WHEREOF,  the  Parties  have caused this  Contract  Amendment  to be
executed the date first written above.



RIPE TOUCH GREENHOUSES INC
--------------------------


By: /s/_________________________        Witness: /s/_____________________
      Stan Abrams, President



TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION INC,


By: /s/________________________________ Witness: /s/_____________________
      Frank R. Knutson, General Manager

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