LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
              Cinergy Solutions Operating Services of Lansing, LLC


     This LIMITED LIABILITY COMPANY  AGREEMENT (this  "Agreement"),  dated as of
June 25,  2002,  of Cinergy  Solutions  Operating  Services of  Lansing,  LLC, a
Delaware limited liability  company (the "Company"),  is entered into by Cinergy
Solutions,  Inc. a Delaware corporation,  as the sole member of the Company (the
"Member") to form a limited liability company pursuant to and in accordance with
the Delaware Limited Liability  Company Act, Del. Code Ann. tit.  6ss.ss.18-101,
et seq. (the "Act").

                                    RECITALS

     WHEREAS,  in  accordance  with  Section  18-201(d)  of the  Act,  it is the
intention  of the Member  that this  Agreement  be  effective  as of the date of
formation, June 25, 2002; and

     WHEREAS,  the Member desires to set forth its understandings  regarding its
rights, obligations and interests with respect to the affairs of the Company and
the conduct of its business.

     NOW,  THEREFORE,  in  consideration  of the agreements and  obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Member  hereby  agrees as
follows:

                                    ARTICLE I

                                   Definitions

     Section 1.1 Definitions.  Capitalized  terms used but not otherwise defined
herein shall have the meanings assigned to them in the Act.

                                   ARTICLE II

                               General Provisions

     Section 2.1  Company  Name.  The name of the Company is "Cinergy  Solutions
Operating  Services  of  Lansing,  LLC."  The  business  of the  Company  may be
conducted  upon  compliance  with all  applicable  laws  under  any  other  name
designated by the member(s).

     Section 2.2 Registered Office; Registered Agent.

               (a) the Company shall  maintain a registered  office in the State
          of Delaware at, and the name and address of the  Company's  registered
          agent in the State of  Delaware  is, The  Corporation  Trust  Company,
          Corporation  Trust Center,  1209 Orange Street,  Wilmington,  Delaware
          19801.

               (b) the  business  address  of the  Company  is 139  East  Fourth
          Street,  Cincinnati,  Ohio,  45202,  or such other place as the Member
          shall designate.

     Section  2.3  Nature of  Business  Permitted;  Powers.  The  purpose of the
Company is to engage in any activity for which limited  liability  companies may
be  organized  in the State of  Delaware.  The  Company  shall  possess  and may
exercise all of the powers and privileges granted by the Act or by any other law
or by this Agreement,  together with any powers  incidental  thereto,  so far as
such powers and privileges are necessary or convenient to the conduct, promotion
or attainment of the business purposes or activities of the Company.

     Section  2.4  Business  Transactions  of a  Member  with  the  Company.  In
accordance  with Section 18-107 of the Act, a member may transact  business with
the Company and,  subject to applicable law and this  Agreement,  shall have the
same rights and  obligations  with respect to any such matter as a person who is
not a member.

     Section 2.5 Fiscal Year. The fiscal year of the Company (the "Fiscal Year")
for financial statement purposes shall end on December 31 of each year.

     Section 2.6 Effective  Date. In  accordance  with Section  18-201(d) of the
Act, it is the  intention  of the Member that this  Agreement be effective as of
the date of formation, June 25, 2002.

                                   ARTICLE III

                                    Member(s)

     Section 3.1 Admission of Member(s).

               (a)  simultaneously  with the  effectiveness of this Agreement in
          accordance  with  Section  2.6  hereof,  Cinergy  Solutions,  Inc.  is
          admitted as the sole Member of the Company in respect of the  Interest
          (as hereinafter defined) being acquired hereunder.

               (b)  additional  Members may only be admitted to the Company upon
          the consent of all Members,  which  consent may be evidenced by, among
          other  things,  the  execution of an amendment to or an amendment  and
          restatement of this Agreement.

     Section 3.2 Interest.

               (a) the Company  shall be  authorized  to issue a single class of
          Limited  Liability  Company  Interest  (as  defined  in the  Act,  the
          "Interest") that shall not be certificated,  and shall include any and
          all  benefits to which the holder of such  Interest may be entitled in
          this Agreement, together with all obligations of such person to comply
          with the terms and provisions of this Agreement.

               (b) in the  event  that  there  is more  than  one  member,  each
          member's  Interest in the Company  shall be  expressed as a percentage
          equal to the ratio on any date of such member's capital  contributions
          on such date to the aggregate capital  contributions of all members on
          such date, (as to any member,  his or its "Percentage  Interest").  In
          the event there shall only be one member,  its  "Percentage  Interest"
          shall be 100% for purposes of this Agreement.

     Section 3.3 Liability of Member(s).

               (a)  all  debts,  obligations  and  liabilities  of the  Company,
          whether  arising in contract,  tort or otherwise,  shall be solely the
          debts, obligations and liabilities of the Company, and no member shall
          be obligated personally for any such debt,  obligation or liability of
          the Company solely by reason of being a member.

               (b) except as otherwise expressly required by law, a member shall
          not have any  liability  in excess of (i) the amount of its  aggregate
          capital contributions to the Company, (ii) its share of any assets and
          undistributed  profits of the Company,  (iii) its  obligation  to make
          other payments,  if any,  expressly  provided for in this Agreement or
          any  amendment  hereto  and  (iv)  the  amount  of  any  distributions
          wrongfully distributed to it.

     Section 3.4 Access to and Confidentiality of Information; Records.

               (a) any member  shall have the right to obtain  from the  Company
          from time to time upon  reasonable  demand for any purpose  reasonably
          related  to the  member's  interest  as a member of the  Company,  the
          documents and other information  described in Section 18-305(a) of the
          Act.

               (b) any demand by a member  pursuant to this Section 3.4 shall be
          in writing and shall state the purpose of such demand.

     Section 3.5 Meetings of Member(s).

               (a)  meetings of the  member(s)  may be called at any time by any
          member.

               (b) except as  otherwise  provided by law,  (i) if there shall be
          more  than  one  member  of the  Company,  a  majority  in  Percentage
          Interests  of the  Company,  entitled  to  vote at the  meeting  shall
          constitute a quorum at all meetings of the member(s), or (ii) if there
          shall only be one member, such member shall constitute a quorum.

               (c) any action  required to or which may be taken at a meeting of
          member(s)  may be taken  without a meeting,  without  prior notice and
          without a vote, if a consent or consents in writing, setting forth the
          action so taken, shall be signed by all member(s).

               (d)  regular  meetings  of the  member(s)  shall be held at least
          annually.   Member(s)  may  participate  in  a  meeting  by  means  of
          conference telephone or similar  communications  equipment by means of
          which all  persons  participating  in the meeting can hear each other,
          and participation in a meeting by such means shall constitute presence
          in person at such meeting.

     Section  3.6 Vote.  Except as  specifically  set forth  herein,  any matter
requiring  the vote of the members  shall  require  (including  for  purposes of
actions  taken by the  members in order to manage the  Company  as  provided  in
Article IV hereof) a majority in Percentage Interests of the members in order to
constitute the act of the members.

     Section 3.7 Notice.  Meetings of the  member(s)  may be held at such places
and at such  times as the  member(s)  may from time to time  determine.  Written
notice  of the time,  place,  and  purpose  of such  meeting  shall be served by
registered or certified prepaid, first class mail, via overnight courier using a
nationally  reputable courier, or by fax or cable, upon each member and shall be
given at least two (2) business days prior to the time of the meeting. No notice
of a meeting need be given to any member if a written waiver of notice, executed
before or after the meeting by such member thereunto duly  authorized,  is filed
with the  records  of the  meeting,  or to any member who  attends  the  meeting
without  protesting  prior thereto or at its  commencement the lack of notice to
him or her. A waiver of notice need not specify the purposes of the meeting.

     Section 3.8 Delegation of Powers.  Subject to any  limitations set forth in
the Act, the Member, or, if additional  members are admitted,  the member(s) may
delegate  any of its or their  powers to  officers  of the  Company  pursuant to
Section 4.2 hereof, or otherwise to committees  consisting of persons who may or
may not be member(s).  Every officer or committee  shall, in the exercise of the
power so delegated,  comply with any restrictions that may be imposed on them by
the member(s) and this Agreement.

     Section 3.9  Withdrawals  and Removals of Member(s).  No member may resign,
withdraw or be removed as a member of the Company without the written consent of
all of the member(s).

                                   ARTICLE IV

                                   Management

     Section 4.1 General.  Except as specifically set forth herein, the business
and affairs of the Company  shall be managed by and under the  direction  of the
Member,  or, if  additional  members are admitted,  the members,  who shall have
full,  exclusive and complete  discretion to manage and control the business and
affairs of the Company, to make all decisions affecting the business and affairs
of the Company and to take all such actions as it deems necessary or appropriate
to  accomplish  the purposes of the Company as set forth  herein.  The Member or
members shall serve  without  compensation  from the Company,  and the Member or
members  shall  bear  the  cost  of its  participation  in  meetings  and  other
activities of the Company.

     Section 4.2 Officers.

               (a) Election, Term of Office. Pursuant to Section 3.8 hereof, the
          Member  hereby  creates  the  offices and  delegates  to the  officers
          described  in this  Section  4.2,  the  duties set forth  herein.  The
          officers  shall  be  elected  annually  by the  member(s).  Except  as
          provided in  paragraphs  (b) or (c) of this Section 4.1,  each officer
          shall hold office  until his or her  successor  shall have been chosen
          and qualified.  Any two offices, except those of the President and the
          Secretary,  may be held  by the  same  person,  but no  officer  shall
          execute,  acknowledge  or  verify  any  instrument  in more  than  one
          capacity if such instrument is required by law or this Agreement to be
          executed, acknowledged or verified by any two or more officers.

               (b) Resignations and Removals.  Any officer may resign his or her
          office  at  any  time  by  delivering  a  written  resignation  to the
          member(s).  Unless otherwise specified therein, such resignation shall
          take effect upon delivery. Any officer may be removed from office with
          or without cause by either the member(s) or the President.

               (c)  Vacancies and Newly  Created  Offices.  If any vacancy shall
          occur  in  any  office  by  reason  of  death,  resignation,  removal,
          disqualification  or  other  cause,  or if any  new  office  shall  be
          created,  such vacancies or newly created offices may be filled by the
          President, subject to approval and election by the member(s).

               (d)  Conduct  of  Business.  Subject  to the  provisions  of this
          Agreement,  the day-to-day  operations of the Company shall be managed
          by its officers and such officers  shall have full power and authority
          to make all business  decisions,  enter into all  commitments and take
          such other actions in connection  with the business and  operations of
          the Company as they deem  appropriate.  Such  officers  shall  perform
          their  duties  in a manner  consistent  with this  Agreement  and with
          directions which may be given from time to time by the member(s).

               (e)  President.   Subject  to  the  further   directives  of  the
          member(s),  the President shall have general and active  management of
          the  business  of  the  Company  subject  to  the  supervision  of the
          member(s),  shall see that all orders and resolutions of the member(s)
          are  carried  into  effect and shall have such  additional  powers and
          authority as are specified by the provisions of this Agreement.

               (f)  Secretary.  The  Secretary  shall attend all meetings of the
          member(s)  and  record all the  proceedings  of the  meetings  and all
          actions  taken thereat in a book to be kept for that purpose and shall
          perform like duties for the standing  committees  when  required.  The
          Secretary shall give, or cause to be given,  notice of all meetings of
          the  member(s),  and  shall  perform  such  other  duties  as  may  be
          prescribed by the member(s) or the President. The Assistant Secretary,
          if there be one,  shall,  in the  absence of the  Secretary  or in the
          event of the  Secretary's  inability  to act,  perform  the duties and
          exercise  the powers of the  Secretary  and shall  perform  such other
          duties and have such other  powers as the  member(s)  may from time to
          time prescribe.

               (g) Other  Officers.  The member(s) from time to time may appoint
          such other officers or agents as it may deem  advisable,  each of whom
          shall  have  such  title,  hold  office  for such  period,  have  such
          authority  and perform such duties as the  member(s)  may determine in
          its sole  discretion.  The member(s) from time to time may delegate to
          one or more  officers or agents the power to appoint any such officers
          or agents and  prescribe  their  respective  rights,  terms of office,
          authorities and duties.

               (h) Officers as Agents; Authority. The officers, to the extent of
          their powers set forth in this Agreement  and/or  delegated to them by
          the member(s),  are agents and managers of the Company for the purpose
          of the Company's  business,  and the actions of the officers  taken in
          accordance with such powers shall bind the Company.

     Section 4.3 Reliance by Third Parties. Persons dealing with the Company are
entitled to rely  conclusively  upon the power and authority of the member(s) or
officers herein set forth.

     Section 4.4 Expenses.  Except as otherwise provided in this Agreement,  the
Company shall be responsible  for and shall pay all expenses out of funds of the
Company  determined by the member(s) to be available for such purpose,  provided
that such  expenses  are those of the Company or are  otherwise  incurred by the
member(s) in connection with this Agreement, including, without limitation:

               (a) all  expenses  related to the business of the Company and all
          routine  administrative   expenses  of  the  Company,   including  the
          maintenance of books and records of the Company,  the  preparation and
          dispatch to any member(s) of checks,  financial  reports,  tax returns
          and notices required  pursuant to this Agreement or in connection with
          the holding of any meetings of the member(s);

               (b) all expenses  incurred in connection  with any  litigation or
          arbitration   involving  the  Company   (including  the  cost  of  any
          investigation  and  preparation)  and the  amount of any  judgment  or
          settlement paid in connection therewith;

               (c) all expenses for  indemnity  or  contribution  payable by the
          Company to any person;

               (d) all expenses  incurred in connection  with the  collection of
          amounts due to the Company from any person;

               (e) all expenses  incurred in connection  with the preparation of
          amendments to this Agreement; and

               (f)  expenses   incurred  in  connection  with  the  liquidation,
          dissolution and winding up of the Company.

                                    ARTICLE V

                                     Finance

     Section 5.1 Form of Contribution.

               (a) the  contribution  of a member to the Company must be in cash
          or  property,  provided  that if there is more  than one  member,  all
          member(s) must consent in writing to contributions of property. To the
          extent there is more than one member,  additional contributions in the
          same  proportion  shall  be  made  by each  member,  except  as may be
          approved  by  all  member(s).  No  member  is  required  to  make  any
          contribution  of  property  or money to the  Company  in excess of the
          property  or money it has agreed to  contribute  to the  Company.  The
          Member shall be required to make a contribution in connection with its
          admission  pursuant  to Section  3.1 hereof in the amount of  $100.00,
          effective June 25, 2002.

               (b) at any time  that  there is more than one  member,  a capital
          account shall be maintained  for each member,  to which  contributions
          and profits  shall be credited  and against  which  distributions  and
          losses shall be charged.  Such capital accounts shall be maintained in
          accordance  with  the  tax  accounting  principles  prescribed  by the
          Treasury Regulations (the "Allocation  Regulations") promulgated under
          Section 704 of the  Internal  Revenue  Code of 1986,  as amended  (the
          "Code"), so that the tax allocations provided in this Agreement shall,
          to the extent possible,  satisfy the "alternate  economic effect test"
          within the meaning of the Allocation Regulations.

     Section 5.2 Allocation of Profits and Losses. The profits and losses of the
Company shall be allocated  entirely to the Member or, if  additional  member(s)
are  admitted,  the  member(s)  in  proportion  to their  respective  Percentage
Interests.

     Section  5.3  Distributions.  The  distributions  of the  Company  shall be
distributed entirely to the Member or, if additional member(s) are admitted, the
member(s) in proportion to their respective Percentage Interests.

                                   ARTICLE VI

                                  Distribution

     Section 6.1 Distribution in Kind. Notwithstanding the provisions of Section
18-605 of the Act, a member may be  compelled  to accept  distributions  in-kind
from the Company.

                                   ARTICLE VII

                Assignment of Limited Liability Company Interests

     Section 7.1 Assignment of Limited Liability Company Interests. Interests in
the Company may be assignable  and  transferable.  Any  transferee  shall not be
admitted as a member unless and until the  transferee has executed a counterpart
of this Agreement and members then admitted consent unanimously to the admission
of the transferee.

                                  ARTICLE VIII

                                   Dissolution

     Section 8.1 Dissolution.  The Company shall dissolve, and its affairs shall
be wound up, upon the earliest to occur of (i) the consent of the Member, or, if
additional  member(s) are admitted,  the unanimous  consent of the members,  and
(ii) an event of dissolution of the Company under the Act.

     Section 8.2 Winding Up.  Subject to the  provisions  of the Act, the Member
or, if  additional  member(s) are  admitted,  the  member(s)  (acting by written
consent of all member(s)) shall have the right to wind up the Company's  affairs
in  accordance  with  Section  18-803 of the Act (and shall  promptly do so upon
dissolution of the Company) and shall also have the right to act as or appoint a
liquidating trustee in connection therewith.

     Section 8.3 Distribution of Assets Upon Dissolution. Upon the winding up of
the Company,  the assets shall be distributed in the manner  provided in Section
18-804 of the Act.

                                   ARTICLE IX

                              Tax Characterization

     Section 9.1 Tax  Treatment.  Until such time as the Company shall have more
than  one  member,  it is the  intention  of the  Member  that  the  Company  be
disregarded  for  federal  and all  relevant  state  tax  purposes  and that the
activities  of the  Company  be deemed to be  activities  of the Member for such
purposes. In the event that that the Company shall have more than one member, it
is the intention of the members that the Company be taxed as a  partnership  for
federal and all relevant  state tax  purposes.  All  provisions of the Company's
Certificate  of  Formation  and  this  Agreement  are to be  construed  so as to
preserve that tax status. The Company shall timely make all necessary  elections
and  filings for  federal,  state,  and local tax  purposes  to  accomplish  the
foregoing objective.

     Section  9.2 Form  K-1.  After  the end of each  Fiscal  Year for which the
Company  shall  have more  than one  member,  the  member(s)  shall  cause to be
prepared and  transmitted,  as promptly as possible,  and in any event within 90
days of the close of such  Fiscal  Year,  a federal  income tax Form K-1 and any
required similar state income tax form for each member.

     Section 9.3 Company Tax Returns. The Member, or if additional member(s) are
admitted,  the  member(s)  shall cause to be prepared  and timely  filed all tax
returns  required to be filed for the Company.  The Member or the  member(s) (as
the case may be) may, in their sole discretion,  make or refrain from making any
federal,  state or local income or other tax  elections  for the Company that it
deems  necessary or  advisable;  provided that if there is more than one member,
the prior written  consent of all the  member(s)  shall be required in order for
the Company to make an election pursuant to Section 754 of the Code.

                                    ARTICLE X

                         Exculpation and Indemnification

     Section 10.1  Exculpation.  Notwithstanding  any other  provisions  of this
Agreement,  whether  express  or  implied,  or  obligation  or duty at law or in
equity,  any  member,  or  any  officers,  directors,  stockholders,   partners,
employees,  representatives or agents of any of the foregoing,  nor any officer,
employee,  representative,  manager  or  agent  of  the  Company  or  any of its
affiliates  (individually,  a "Covered  Person" and  collectively,  the "Covered
Persons")  shall be liable to the  Company  or any other  person  for any act or
omission (in relation to the Company,  this Agreement,  any related  document or
any transaction or investment  contemplated  hereby or thereby) taken or omitted
in good faith by a Covered Person and in the reasonable  belief that such act or
omission is in or is not  contrary to the best  interests  of the Company and is
within the scope of authority  granted to such Covered Person by this Agreement,
provided  that  such  act  or  omission  does  not  constitute  fraud,   willful
misconduct, bad faith, or gross negligence.

     Section 10.2  Indemnification.  To the fullest extent permitted by law, the
Company shall  indemnify and hold harmless each Covered  Person from and against
any and all losses, claims, demands,  liabilities,  expenses,  judgments, fines,
settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, civil, criminal, administrative or investigative, in which
the Covered Person may be involved,  or threatened to be involved, as a party or
otherwise,  by reason of its  management  of the affairs of the Company or which
relates to or arises out of the Company or its property,  business or affairs. A
Covered Person shall not be entitled to indemnification  under this Section 10.2
with  respect  to any claim,  issue or matter in which it has  engaged in fraud,
willful misconduct, bad faith or gross negligence.

                                   ARTICLE XI

                                  Miscellaneous

     Section 11.1 Amendment to this Agreement.  Except as otherwise  provided in
this  Agreement,  this  Agreement  may be  amended  by,  and only by, a  written
instrument  executed by the Member or, if  additional  member(s)  are  admitted,
unanimous consent of the member(s).

     Section  11.2  Successors;  Counterparts.  Subject  to Article  VIII,  this
Agreement  (a) shall be binding as to the  executors,  administrators,  estates,
heirs,  assigns and legal  successors,  or nominees or  representatives,  of the
Member or, if additional  member(s)  are admitted,  the member(s) and (b) may be
executed  in  several  counterparts  with  the  same  effect  as if the  parties
executing the several counterparts had all executed one counterpart.

     Section 11.3 Governing Law; Severability.

               (a)  this  Agreement  shall  be  governed  by  and  construed  in
          accordance  with the  laws of the  State of  Delaware  without  giving
          effect to the  principles of conflict of laws thereof.  In particular,
          this Agreement  shall be construed to the maximum  extent  possible to
          comply with all the terms and conditions of the Act. If, nevertheless,
          it shall be determined by a court of competent  jurisdiction  that any
          provisions  or  wording  of  this   Agreement   shall  be  invalid  or
          unenforceable  under the Act or other  applicable law, such invalidity
          or unenforceability shall not invalidate the entire Agreement and this
          Agreement  shall be  construed so as to limit any term or provision so
          as to  make  it  enforceable  or  valid  within  the  requirements  of
          applicable law, and, in the event such term or provisions cannot be so
          limited,  this  Agreement  shall be  construed to omit such invalid or
          unenforceable  terms or  provisions.  If it shall be  determined  by a
          court of competent  jurisdiction  that any provisions  relating to the
          distributions  and  allocations  of the  Company  or to  any  expenses
          payable by the Company are invalid or  unenforceable,  this  Agreement
          shall be construed or  interpreted so as (i) to make it enforceable or
          valid and (ii) to make the  distributions  and  allocations as closely
          equivalent  to those set  forth in this  Agreement  as is  permissible
          under applicable law.

               (b)  each   party   hereto   (i)   irrevocably   submits  to  the
          non-exclusive  jurisdiction  of any  Delaware  State  court or Federal
          court  sitting in  Wilmington,  Delaware in any action  arising out of
          this  Agreement  and (ii)  consents to the service of process by mail.
          Nothing  herein  shall  affect  the right of any party to serve  legal
          process in any manner  permitted  by law or affect his or its right to
          bring any action in any other court.

     Section  11.4  Filings.   Cecilia  Temple,   is  hereby  designated  as  an
"authorized  person" within the meaning of the Act, and has executed,  delivered
and filed the  Certificate  of Formation  of the Company  with the  Secretary of
State of the State of Delaware.  Upon the filing of the Certificate of Formation
with  the  Secretary  of  State  of the  State of  Delaware,  her  powers  as an
"authorized  person"  ceased,  and the Member  thereupon  became the  designated
"authorized  person" and shall  continue as the designated  "authorized  person"
within the  meaning of the Act.  The Member  shall,  as an  "Authorized  Person"
within the  meaning of the Act,  prepare or cause to be prepared  any  documents
required to be filed and recorded  under the Act, and the Member shall  promptly
cause each such document  required to be filed and recorded in  accordance  with
the Act and, to the extent  required  by local law, to be filed and  recorded or
notice thereof to be published in the appropriate  place in each jurisdiction in
which the Company may hereafter establish a place of business.  The Member shall
also  promptly  cause to be filed,  recorded and  published  such  statements of
fictitious  business  name and any other  notices,  certificates,  statements or
other instruments  required by any provision of any applicable law of the United
States or any state or other  jurisdiction  which  governs  the  conduct  of its
business from time to time.

     Section  11.5  Headings.  Section  and  other  headings  contained  in this
Agreement  are for  reference  purposes  only and are not  intended to describe,
interpret,  define  or  limit  the  scope or  intent  of this  Agreement  or any
provision hereof.

     Section 11.6 Further Assurances.  Each member agrees to perform all further
acts and execute,  acknowledge  and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement.

     Section 11.7 Notices. All notices, requests and other communications to any
member shall be in writing  (including  telecopier or similar writing) and shall
be given to such member (and any other person  designated by such member) at its
address or telecopier  number set forth in a schedule  filed with the records of
the  Company  or such  other  address or  telecopier  number as such  member may
hereafter specify for the purpose by notice. Each such notice,  request or other
communication shall be effective (a) if given by telecopier, when transmitted to
the number specified  pursuant to this Section and the appropriate  confirmation
is  received,  (b) if given  by  mail,  72 hours  after  such  communication  is
deposited in the mails with first class postage prepaid, addressed as aforesaid,
or (c) if given by any other  means,  when  delivered  at the address  specified
pursuant to this Section.

     Section 11.8 Books and Records;  Accounting.  The Member or, if  additional
member(s)  are  admitted,  the  member(s)  shall keep or cause to be kept at the
address of the Company (or at such other place as the member(s)  shall determine
in their discretion) true and full books and records regarding the status of the
business and financial condition of the Company.

     IN WITNESS  WHEREOF,  the  undersigned  has  caused  this  Agreement  to be
executed as of the date first above written.


                             Cinergy Solutions, Inc.



                             By:  ___________________
                                    M. Stephen Harkness
                                    President and Chief Operating Officer