Exhibit 10.3.21

                              SCE STANDARD CONTRACT
                            LONG-TERM POWER PURCHASE

                                   APPENDIX A
               INTERCONNECTION FACILITIES AGREEMENT ("AGREEMENT")
                       SELLER OWNED AND OPERATED FACILITY

A.1      Seller acknowledges that Seller has read Edison's Tariff Rule No. 21
         and the Qualifying Facility Milestone Procedure ("QFMP") and
         understands Seller's obligations and the consequences to Seller for
         failure to meet any of the "milestones" in the QFMP which is in effect
         on the earlier of Seller's (1) payment of the Project Fee or (2)
         execution of this Agreement.

A.2      In the event Seller loses its priority for existing available Edison
         line capacity, Seller shall, pursuant to Tariff Rule No. 21, be
         obligated to pay any additional cost for upgrades or additions
         necessary to accommodate Seller's deliveries. In such event, Edison and
         Seller shall amend this Agreement to reflect the conditions resulting
         from the change in priority.

A.3      Seller shall design, purchase, construct, operate and maintain Seller
         owned Interconnection Facilities as described on page A-10 herein, at
         its sole expense. Edison shall have the right to review the design as
         to the adequacy of the Protective Apparatus provided. Any additions or
         modifications required by Edison shall be incorporated by Seller.

A.4      Notwithstanding the provisions of Section 13, Seller, having elected to
         own, operate, and maintain the Interconnection Facilities, shall accept
         all liability and release Edison from and indemnify Edison against any


                                      A-1


                              SCE STANDARD CONTRACT
                            LONG-TERM POWER PURCHASE

         liability for faults or damage to Seller's Interconnection Facilities,
         the Edison electric system and the public as a result of the operation
         of Seller's project.

A.5      Edison shall have the right to observe the construction of the
         Interconnection Facilities, and inspect said facilities after
         construction is completed at the Seller's expense.

A.6      Facilities which are deemed necessary by Edison for the proper and safe
         operation of the Interconnection Facilities and which Seller desires
         Edison to own and operate at Seller's expense shall be provided as
         appendant facilities. Edison shall own, operate and maintain any
         necessary appendant facilities which may be installed in connection
         with the Interconnection Facilities at Seller's expense. Edison may, as
         it deems necessary, modify the aforementioned facilities at Seller's
         expense.

A.7      For the appendant facilities, Edison shall install, own, operate, and
         maintain a portion of the appendant facilities ("Edison Installed
         Appendant Facilities"), as described on page A-10 herein, and Seller
         shall pay to Edison the total estimated cost for these appendant
         facilities prior to the start of construction of the appendant
         facilities. In addition, Seller shall install at Seller's expense its
         portion of the appendant facilities ("Seller


                                      A-2


                              SCE STANDARD CONTRACT
                            LONG-TERM POWER PURCHASE

         Installed Appendant Facilities"), as described on page A-10 herein, in
         accordance with Rule 21. Within 30 days after installation is complete,
         Seller shall transfer ownership of the Seller Installed Appendant
         Facilities to Edison in a manner acceptable to Edison.

A.8      Maintenance of facilities referred to in Section A.6 shall be paid by
         Seller pursuant to the attached Application and Contract for
         Interconnection Facilities Plus Operation and Maintenance
         ("Application").

A.9      To the extent that Edison deems it necessary to effect the arrangements
         contemplated by this Agreement, Edison may, from time to time, request
         the Seller to design, install, operate, maintain, modify, replace,
         repair or remove any or all of the Interconnection Facilities. Such
         equipment and/or Protective Apparatus shall be treated as
         Interconnection Facilities and added to the Agreement by amendment
         pursuant to Section A.6.

A.10     Edison shall have the right to review any changes in the design of the
         Interconnection Facilities and recommend modification(s) to the design
         as it deems necessary for proper and safe operation of the Project when
         in parallel with the Edison electric system. The Seller shall be
         notified of the results of such review by Edison, in writing, within 30
         days of the receipt of all specifications related to the proposed
         design changes. Any flaws


                                      A-3


                              SCE STANDARD CONTRACT
                            LONG-TERM POWER PURCHASE

         perceived by Edison in the proposed design changes, shall be described
         in the written notice.






                                      A-4


                              SCE STANDARD CONTRACT
                            LONG-TERM POWER PURCHASE

             APPLICATION AND CONTRACT FOR INTERCONNECTION FACILITIES
                         PLUS OPERATION AND MAINTENANCE

         The undersigned Seller hereby requests the Southern California Edison
Company ("Edison") to provide the appendant facilities described on the last
page hereof and by this reference herein incorporated, hereinafter called
"Interconnection Facilities." Interconnection Facilities as defined and used
herein are a group of Added Facilities which have been designated as
Interconnection Facilities, to accommodate negotiation and preparation of
contracts for parallel generation projects. Interconnection Facilities, as are
Added Facilities, shall be provided in accordance with the applicable Tariff
Schedules of Edison. Such Interconnection Facilities are to be owned, operated
and maintained by Edison.

         In consideration of Edison's acceptance of this Application, Seller
hereby agrees to the following:

1.      Seller shall pay to Edison, prior to the start of construction of the
        Interconnection Facilities, the total estimated costs for the
        Interconnection Facilities as determined by Edison and entered on page
        A-11 hereof. In the event Seller abandons its plans for installation of
        such Interconnection Facilities, for any reason whatsoever, including
        failure to obtain any required permits, Seller shall reimburse Edison
        upon receipt of supporting


                                      A-5


                              SCE STANDARD CONTRACT
                            LONG-TERM POWER PURCHASE

        documentation for any and all expenses incurred by Edison pursuant to
        this agreement within thirty (30) days after presentation of a bill.

2.      Edison shall have the right to observe the construction of any
        Interconnection Facilities constructed by Seller and inspect and test
        said facilities after construction is completed at the Seller's expense.

3.      The parties also understand and agree that due to equipment acquisition
        lead time and construction time requirements, Edison requires a minimum
        of six (6) months from the time of authorization to construct the
        aforementioned Interconnection Facilities and place them in operation.
        Edison shall have no obligation to Seller with regard to any target date
        established by Seller which is less than eighteen (18) months from the
        date this Application is executed. However, Edison shall exercise its
        best effort to meet Seller's projected operational date.

4.      Seller shall pay a monthly charge for the Interconnection Facilities'
        operation and maintenance in the amount of 0.9% of the added equipment
        investment as determined by Edison and as entered by Edison on page A-11
        hereof. The monthly charge shall be adjusted periodically in accordance
        with the pro-rata operation and maintenance charges for added facilities
        pursuant to Rule No. 2. The monthly charge may be based upon estimated




                                      A-6


                              SCE STANDARD CONTRACT
                            LONG-TERM POWER PURCHASE

        costs of the Interconnection Facilities and when the recorded book cost
        of the Interconnection Facilities has been determined by Edison, the
        charges shall be adjusted retroactively to the date when service is
        first rendered by means of such Interconnection Facilities. Additional
        charges resulting from such adjustment shall, unless other terms are
        mutually agreed upon, be payable within thirty (30) days from the date
        of presentation of a bill therefor. Any credits resulting from such
        adjustment will, unless other terms are mutually agreed upon, be
        refunded upon demand of Seller.

5.      Whenever a change is made in the Interconnection Facilities which
        results in changes in the added equipment investment, the monthly charge
        will be adjusted on the basis of the revised added equipment investment.
        The cost of such change shall be payable by Seller within sixty (60)
        days from the date of presentation of a bill thereof. The description of
        the Interconnection Facilities will be amended by Edison on page A-10
        hereof to reflect any changes in equipment, installation and removal
        cost, amount of added equipment investment, and monthly charge resulting
        from any such change in the Interconnection Facilities or adjustment as
        aforesaid.

6.      The monthly charges payable hereunder shall commence upon the date when
        said Interconnection Facilities are available for use but not before
        service is first established and rendered through Edison's normal
        facilities


                                      A-7


                              SCE STANDARD CONTRACT
                            LONG-TERM POWER PURCHASE

        and shall first be payable when Edison shall submit the first energy
        bill after such date and shall continue until the abandonment of such
        Interconnection Facilities by Seller, subject to the provisions of
        Paragraphs 4 and 5 hereof.

7.      Seller agrees to utilize said Interconnection Facilities in accordance
        with good operating practice and to reimburse Edison for damage to said
        Facilities occasioned or caused by the Seller or any of his agents,
        employees or licensees. Failure so to exercise due diligence in the
        utilization of said Interconnection Facilities will give Edison the
        right to terminate this Agreement.

8.      Edison's performance under this Contract is subject to the availability
        of materials required to provide the Interconnection Facilities provided
        for herein and to all applicable Tariff Schedules of Edison.

9.      This Application and Contract for Interconnection Facilities supplements
        the appropriate application and contract(s) for electric service
        presently in effect between Seller and Edison.





                                      A-8


                              SCE STANDARD CONTRACT
                            LONG-TERM POWER PURCHASE

10.     This Agreement shall at all times be subject to such changes or
        modifications by the Public Utilities Commission of the State of
        California as said Commission may, from time to time, direct in the
        exercise of its jurisdiction.


SOUTHERN CALIFORNIA EDISON COMPANY          PACIFIC LIGHTING ENERGY SYSTEMS

By: /s/ Robert Dietch                       By: /s/ Claude Harvey
   --------------------------------            --------------------------------
           Robert Dietch                    Name: Claude Harvey
           Vice President                        ------------------------------
                                            Title: Vice President
                                                  -----------------------------
Date: October 27, 1989                      Date: October 20, 1989
     ------------------------------              ------------------------------











Approved as to form:

David N. Barry
Vice President and General Counsel

By /s/ David N. Barry
   --------------------------------
   Attorney
   10/26, 1989







                                      A-9