WARRANT PURCHASE AGREEMENT

 WARRANT PURCHASE AGREEMENT

              This Agreement dated as of November 3, 1995 is entered into
         by and between Great Bay Power Corporation, a New Hampshire
         corporation (the "Company"), and PECO Energy Company, a
         Pennsylvania corporation (the "Purchaser").

              In consideration of the mutual promises and covenants con-
         tained in this Agreement, the parties hereto agree as follows:

              1.   Authorization and Sale of the Warrant.

                   1.1. Authorization.  The Company has, or on or before
         the Closing (as defined in Section 2.2) will have, duly authorized
         the sale and issuance of a Warrant (the "Warrant") to purchase
         four hundred twenty thousand (420,000) shares of the Company's
         common stock, $.01 par value per share (the "Warrant Shares"), at
         a price per share equal to the greater of (x) $9.75 per share and
         (y) the highest price at which a share of the Company's common
         stock, $.01 par value per share (the "Common Stock"), has traded
         on the National Association of Securities Dealers National Market
         (the "National Market") from the Approval Date, as defined in the
         Warrant, to the date on which the Warrant is exercised (the
         "Exercise Price"), and on such other terms and in the form
         attached hereto as Exhibit A.

              As of the date of this Agreement, the Company does not have
         sufficient authorized shares of Common Stock for issuance upon
         exercise of the Warrant.  The Company's board of directors has
         approved for submission to the Company's shareholders, at its next
         shareholders meeting, an amendment to the Company's certificate of
         incorporation to increase the number of authorized shares of the
         Company's Common Stock by an amount sufficient to permit the
         Company to reserve the Warrant Shares for issuance pursuant to the
         Warrant in the event of exercise thereof (the "Charter
         Amendment").  If the Charter Amendment is not approved on or
         before May 31, 1996, as the Purchaser's sole and exclusive remedy,
         the Company shall promptly repay to the Purchaser the Purchase
         Price with interest thereon from the date hereof until paid in
         full at a rate per annum equal to 110% of the prime rate announced
         by The Chase Manhattan Bank (National Association) or its
         successor, from time to time and this Agreement shall be of no
         further force and effect.

                   1.2. Sale of Warrant.  Subject to the terms and
         conditions of this Agreement, at the Closing the Company will sell
         and issue to the Purchaser, and the Purchaser will buy the Warrant
         for a purchase price of one million dollars ($1,000,000) (the
         "Purchase Price").  If the Warrant is exercised, the Purchase
         Price shall be applied as a credit against the Exercise Price.  If
         the Warrant is not exercised, the Company shall retain the
         Purchase Price; provided however, if (a) Purchaser properly
         terminates the Services Agreement, as defined in Section 5.7
         below, pursuant to Section 16(a)(iii) of the Services Agreement,
         (b) the Company terminates the Services Agreement pursuant to
         Section 16(b), or (c) the Approval Date, as defined in the Warrant
         does not occur on or before May 31, 1996, the Company shall refund
         to Purchaser the Purchase Price, together with interest accrued
         thereon at the rate set forth in Section 1.1 above; and provided
         further, if Purchaser terminates the Services Agreement because
         the Company ordered the Purchaser to make a Great Bay Directed
         Offer, as that term is defined in the Services Agreement, the
         Company shall refund a portion of the Purchase Price to Purchaser
         in an amount equal to the product of the Purchase Price and a
         fraction, the numerator of which is the number of days from the
         date upon which notice of termination is presented to the Company
         by Purchaser in accordance with Section 16(b) of the Services
         Agreement through September 30, 1996, and the denominator of which
         is the number of days from the Service Commencement Date, as
         defined in the Services Agreement, through September 30, 1996.  

                   If the Company requires Purchaser to establish a
         separate trust account to hold Gross Receipts pursuant to Section
         4(e) of the Services Agreement and there still is present a
         circumstance which could entitle Purchaser to a refund of all or a
         portion of the Purchase Price pursuant to this Section 1.2, the
         Company shall, at Purchaser's request, deposit the Purchase Price
         into a separate trust account which will be payable to Purchaser
         if Purchaser is so entitled under this Section 1.2.  Such account
         will be established on the same or similar terms on which the
         trust account is established pursuant to the Services Agreement.
         The cost of such account shall be paid by Purchaser.

                   The Warrant Expiration Date shall mean the earliest to
         occur of the following:  (1) September 30, 1996, if the Seabrook
         Capacity Factor for the period from the Service Commencement Date
         through September 15, 1995 is equal to or greater than 60%; (2)
         December 31, 1996, if the Seabrook Capacity Factor for the period
         from the Service Commencement Date through December 15, 1996 is
         equal to or greater than 60%; (3) two (2) business days following
         the first date after December 31, 1996 that the Seabrook Capacity
         Factor for the immediately preceding twelve months is equal to or
         greater than 60%; or (4) December 31, 1997.  Service Commencement
         Date and Seabrook Capacity Factor shall have the respective
         meanings ascribed to such terms in the Services Agreement.

              2.   The Closing.  

                   2.1. In General.  The closing ("Closing") of the sale
         and purchase of the Warrant under this Agreement shall take place
         at the offices of Hale and Dorr, 60 State Street, Boston,
         Massachusetts, at 10:00 a.m. on the second business day following

                                        -2-

         delivery by the Company to Purchaser of notice that the conditions
         to closing specified in Section 5 have been satisfied, or at such
         other time and place as is mutually agreeable to the Company and
         the Purchaser.  At the Closing, the Company will deliver to the
         Purchaser the Warrant to be registered in the name of the
         Purchaser, against payment to the Company of the Purchase Price
         therefor, by wire transfer or other method acceptable to the
         Company.  The date of the Closing is hereinafter referred to as
         the "Closing Date."

              3.   Representations of the Company.  The Company hereby
         represents and warrants to the Purchaser as of the date hereof as
         follows:

                   3.1. Organization and Standing.  The Company is a
         corporation duly organized, validly existing and in good standing
         under the laws of the State of New Hampshire and has full
         corporate power and authority to conduct its business as presently
         conducted and as proposed to be conducted by it and except as
         otherwise disclosed in this Agreement, to enter into and perform
         this Agreement and to carry out the transactions contemplated by
         this Agreement. 

                   3.2. Capitalization.  The authorized capital stock of
         the Company consists of 8,000,000 shares of Common Stock of which
         7,999,998 shares are issued and outstanding.  All of such issued
         and outstanding shares of Common Stock have been duly authorized
         and validly issued and are fully paid and nonassessable.  Except
         as provided in this Agreement, (i) no subscription, warrant,
         option (other than the options to purchase 455,000 shares of
         Common Stock which are currently outstanding and which were
         granted pursuant to the Company's 1995 Stock Option Plan),
         convertible security or other right (contingent or otherwise) to
         purchase or acquire any shares of capital stock of the Company is
         authorized or outstanding, (ii) there is not any commitment of the
         Company to issue any subscription, warrant, option, convertible
         security or other such right or to issue or distribute to holders
         of any shares of its capital stock any evidences of indebtedness
         or assets of the Company, and (iii) the Company has no obligation
         (contingent or otherwise) to purchase, redeem or otherwise acquire
         any shares of its capital stock or any interest therein or to pay
         any dividend or make any other distribution in respect thereof.
         No person or entity is entitled to (i) any preemptive or similar
         right with respect to the issuance of any capital stock of the
         Company, or (ii) except as provided in this Agreement and for
         rights granted to the parties listed on Schedule 3.2 to register
         such persons' shares under the Securities Act, any rights with
         respect to the registration of any capital stock of the Company
         under the Securities Act.  

                                        -3-

                   3.3. Subsidiaries.  The Company has no subsidiaries and
         does not own or control, directly or indirectly, any other corpo-
         ration, association or business entity.  The Company is not a
         participant in any joint venture or partnership.

                   3.4. Issuance of Warrant.  The issuance, sale and
         delivery of the Warrant in accordance with this Agreement has
         been, or will be on or prior to the Closing, duly authorized by
         all necessary corporate action on the part of the Company.  Upon
         approval of the Charter Amendment, the issuance of the Warrant
         Shares pursuant to the terms of the Warrant will be duly
         authorized by all necessary corporate action on the part of the
         Company and when issued and paid for in accordance with the terms
         of the Warrant will be duly and validly issued, fully paid and
         nonassessable.

                   3.5. Authority for Agreement.  Subject to shareholder
         approval of the Charter Amendment, the execution, delivery and
         performance by the Company of this Agreement and the consummation
         by the Company of the transactions contemplated hereby have been
         duly authorized by all necessary corporate action, and this
         Agreement has been duly executed and delivered by the Company.
         This Agreement constitutes the valid and binding obligation of the
         Company enforceable in accordance with its terms.  Subject to
         shareholder approval of the Charter Amendment, the execution of
         and performance of the transactions contemplated by this Agreement
         and compliance with its provisions by the Company will not violate
         any provision of law and will not, with or without the passage of
         time, conflict with or result in any breach of any of the terms,
         conditions or provisions of, or constitute a default under, its
         Restated Certificate of Incorporation, as amended (the "Restated
         Certificate"), or its Amended and Restated By-Laws or any
         indenture, lease, agreement or other instrument to which the
         Company is a party or by which it or any of its properties is
         bound, or any decree, judgment, order, statute, rule or regulation
         applicable to the Company.  

                   3.6. Governmental Consents.  Except for approval of the
         New Hampshire Public Utility Commission with respect to the
         issuance of the Warrant and Warrant Shares, no consent, approval,
         order or authorization of, or registration, qualification,
         designation, declaration or filing with, any governmental
         authority is required on the part of the Company in connection
         with the execution and delivery of this Agreement, or the offer,
         issuance, sale and delivery of the Warrant.  Based on the
         representations made by the Purchaser in Section 4 of this
         Agreement, the offer, sale and issuance of the Warrant to the
         Purchaser will be in compliance with applicable federal and state
         securities laws.

                   3.7. Commission Filings.  Copies of all documents
         (including exhibits, but excluding exhibits incorporated by

                                        -4-

         reference) filed by the Company with the Commission pursuant to
         the Exchange Act since April 17, 1994 (the "Commission Filings"),
         have been delivered to Purchaser.  The Commission Filings, all of
         which were filed on a timely basis, (i) were prepared, in all
         material respects, in accordance with the requirements of the
         Exchange Act and the rules and regulations thereunder, (ii) did
         not at the time they were filed contain any untrue statement of
         material fact, and (iii) did not at the time they were filed omit
         to state a material fact necessary to make the statements therein,
         in light of the circumstances in which they were made, not
         misleading.  Each of the audited financial statements and
         unaudited interim financial statements (including any related
         notes or schedules) included in the Commission Filings was
         prepared in accordance with generally accepted accounting
         principles applied on a consistent basis, except as may be
         indicated therein or in the notes or schedules thereto (any such
         schedules being prepared in accordance with Regulation S-X), and
         fairly presented in all material respects the financial position
         of the Company as at the dates thereof and the results of its
         operations and cash flows for the periods then ended, subject, in
         the case of the unaudited interim financial statements, to normal
         year-end audit adjustments and the absence of complete notes.

                   3.8.  Litigation.  There are no action, suits, or
         proceedings pending or, to its knowledge, threatened against, or
         affecting the Company in any court or before any governmental
         commission, which seeks to enjoin the Closing of this Agreement or
         which challenges the validity of the Company's obligations
         hereunder.

              4.   Representations of the Purchaser.  The Purchaser
         represents and warrants to the Company as follows: 

                   4.1. Investment.  The Purchaser is acquiring the Warrant
         and intends to acquire the Warrant Shares issuable upon exercise
         of the Warrant for its own account for investment and not with a
         view to, or for resale in connection with, any distribution or
         public offering thereof (within the meaning of the Securities Act
         of 1933, as amended (the "Securities Act"), nor with any present
         intention of distributing or selling the same; and, the Purchaser
         has no present or contemplated agreement, undertaking,
         arrangement, obligation, indebtedness or commitment providing for
         the disposition thereof. 

                   4.2. Authority.  The Purchaser has full corporate power
         and authority to enter into and to perform this Agreement in
         accordance with its terms.  The Purchaser has not been organized,
         reorganized or recapitalized specifically for the purpose of
         investing in the Company.

                   4.3. Experience.  The Purchaser has carefully reviewed
         the Commission Filings and the Joint Ownership Agreement among the

                                        -5-

         owners of Seabrook, as amended, and the representations concerning
         the Company contained in this Agreement and the Services Agreement
         and has made detailed inquiry concerning the Company, its business
         and its personnel; the officers of the Company have made available
         to the Purchaser the opportunity to ask questions and receive
         answers concerning the terms and conditions of the offering of the
         Warrant made hereby and to obtain any additional information that
         the Company possesses or can acquire without unreasonable effort
         or expense that is necessary to verify the accuracy of information
         provided by the Company to Purchaser; in evaluating the
         suitability of an investment in the Company, the Purchaser has not
         relied upon any representations or other information (whether oral
         or written) other than as set forth in the Commission Filings and
         the Joint Ownership Agreement among the Joint Owners of Seabrook,
         as amended, or in this Agreement and the Services Agreement.

                   4.4. Accredited Investor.  The Purchaser is an
         Accredited Investor within the definition set forth in Securities
         Act Rule 501(a).

              5.   Conditions to the Obligations of the Purchaser.  The
         obligation of the Purchaser to purchase the Warrant at the Closing
         is subject to the fulfillment, or the waiver by the Purchaser, of
         the following conditions on or before the Closing Date:

                   5.1. Accuracy of Representations and Warranties.  Each
         representation and warranty contained in Section 3 shall be true
         on and as of such Closing Date with the same effect as though such
         representation and warranty had been made on and as of that date.

                   5.2. Performance.  The Company shall have performed and
         complied with all agreements and conditions contained in this
         Agreement required to be performed or complied with by it prior to
         or at the Closing.

                   5.3. Opinion of Counsel.  The Purchaser shall have
         received an opinion from Hale and Dorr, counsel for the Company,
         dated the Closing Date, addressed to the Purchaser at the Closing
         as to the corporate good standing of the Company and, subject to
         shareholder approval of the Charter Amendment, the due
         authorization of this Agreement and of the Warrant, the lack of
         conflicts between this Agreement and other agreements to which the
         Company is a party and applicable law, that New Hampshire Public
         Utility Commission approval has been obtained for the issuance of
         the Warrant and the Warrant Shares and the enforceability of this
         Agreement and the Warrant.

                   5.4. Certificates and Documents.  The Company shall have
         delivered to the Purchaser:

                         (a)  Certificates, as of the most recent
         practicable dates, as to the corporate good standing of the

                                        -6-

         Company issued by the Secretary of State of the State of New
         Hampshire, confirming such good standing within five business days
         of the Closing Date;

                         (b)  Amended and Restated By-laws of the Company,
         certified by its Secretary or Assistant Secretary as of the
         Closing Date; and

                         (c)  Resolutions of the Board of Directors
         authorizing and approving all matters in connection with this
         Agreement and the transactions contemplated hereby, certified by
         the Secretary or Assistant Secretary of the Company as of such
         Closing Date. 

                   5.5. Stockholder Approval.  Purchaser shall have
         received from the persons listed on Schedule 3.2 their respective
         undertaking to vote those shares of the Company's Common Stock
         which each owns as of the record date for the shareholders meeting
         at which the Charter Amendment is submitted for approval in favor
         of the Charter Amendment.

                   5.6. Compliance Certificate.  The Company shall have
         delivered to the Purchaser a certificate, executed by the Chairman
         or the President of the Company, dated the Closing Date,
         certifying to the fulfillment of the conditions specified in
         subsections 5.1 and 5.2 this Agreement.

                   5.7. Services Agreement.  The Company and the Purchaser
         shall have entered into a service agreement (the "Services
         Agreement") providing for Purchaser to act as the Company's
         marketing agent in the form attached hereto as Exhibit C.

                   5.8. Other Matters.  All corporate and other proceedings
         in connection with the transactions contemplated by this Agreement
         and all documents and instruments incident to such transactions
         shall be reasonably satisfactory in substance and form to the
         Purchaser and the Purchaser shall have received all such
         counterpart originals or certified or other copies of such
         documents as it may reasonably request.

                   5.9. Regulatory Approval.  The Company shall have
         received a final order of the New Hampshire Public Utilities
         Commission approving and authorizing the sale of the Warrant and
         issuance of the Warrant Shares and to the extent required,
         approval of the Charter Amendment.

              6.   Conditions to the Obligations of the Company.  The obli-
         gations of the Company to sell the Warrant to Purchaser on the
         Closing Date are subject to fulfillment, on or before the Closing
         Date, of each of the following conditions:

                                        -7-

                   6.1. Accuracy of Representations and Warranties.  The
         representations and warranties of the Purchaser contained in
         Section 4 shall be true on and as of such Closing Date with the
         same effect as though such representations and warranties had been
         made on and as of that date.

                   6.2. Regulatory Approval.  The Company shall have
         received a final order of the New Hampshire Public Utilities
         Commission approving and authorizing the sale of the Warrant,
         issuance of the Warrant Shares and the Charter Amendment.

              7.   Covenants of Purchaser and the Company.

                   7.1. Restriction on Sale of Warrant Shares.  If and for
         so long as the Purchaser owns 5% or more of the Company's Voting
         Securities and no person together with its Affiliates or
         Associates owns 50% or more of the Voting Securities, the
         Purchaser shall not sell (i) Voting Securities which represent 5%
         or more of the total of the Voting Securities to any person or
         group; and (ii) Voting Securities to any person or group which
         holds or would hold after giving effect to the proposed sale 5% of
         the Voting Securities.

                   7.2. Repurchase of Warrant Shares.  If Purchaser
         purchases the Warrant Shares and during the period following such
         purchase and prior to Purchaser's right to demand registration of
         the Warrant Shares pursuant to Section 8.3 below the Company
         engages in a transaction that would result in the Purchaser owning
         5% or more of the Company's issued and outstanding Common Stock
         (and not as a result of Purchaser purchasing additional shares of
         Common Stock) the Company agrees to purchase from Purchaser, at
         Purchaser's request, sufficient shares (the "Repurchased Shares")
         so that Purchaser will own no more than 4.99% of the Company's
         issued and outstanding shares after giving effect to such
         transaction.  The Company will give Purchaser prior written notice
         of a transaction that would result in Purchaser owning 5% or more
         of the Company's issued and outstanding shares not less than 30
         days prior to the closing date for such transaction.  Purchaser
         shall give the Company written notice within 10 days of receipt of
         such notice whether it will require the Company to purchase the
         Repurchased Shares.  The Company shall purchase the Repurchased
         Shares at the same time the transaction giving rise to the
         Company's obligation hereunder is closed (the "Purchase Date").
         If the transaction giving rise to the Company's obligation to
         purchase the Repurchased Shares has a fixed price at which the
         Company's Common Stock is valued, the purchase price for the
         Repurchased Shares shall be such price.  If no such price is
         fixed, the purchase price for the Repurchased Shares shall equal
         the average of the closing prices for the Company's Common Stock
         on trades of such Common Stock on the National Market for 20
         business days prior to the Purchase Date.  Purchaser shall be
         required to tender good title to the Repurchased Shares against

                                        -8-

         payment therefor.  The Company's obligation hereunder shall cease
         and be of no further force and effect if Purchaser purchases
         additional shares of Common Stock which cause it to own 5% or more
         of the Company's issued and outstanding shares of Common Stock.

              8.   Registration Rights.

                   8.1. Certain Definitions.  As used in this Section 8 and
         elsewhere in this Agreement, the following terms shall have the
         following respective meanings:

                        "Commission" means the Securities and Exchange
         Commission, or any other Federal agency at the time administering
         the Securities Act.

                        "Exchange Act" means the Securities Exchange Act of
         1934, as amended, or any similar Federal statute, and the rules
         and regulations of the Commission issued under such Act, as they
         each may, from time to time, be in effect.

                        "Registration Statement" means a registration
         statement filed by the Company with the Commission for a public
         offering and sale of securities of the Company (other than a
         registration statement on Form S-8 or Form S-4, or their succes-
         sors, or any other form for a limited purpose, or any registration
         statement covering only securities proposed to be issued in
         exchange for securities or assets of another corporation).

                        "Registration Expenses" means the expenses
         described in Section 8.6.

                        "Registrable Shares" means the Warrant Shares and
         shares issued in respect thereof (because of stock splits, stock
         dividends, reclassifications, recapitalizations or similar
         events); provided, however, the Warrant Shares shall cease to be
         Registrable Shares (i) upon any sale pursuant to a Registration
         Statement, Section 4(1) of the Securities Act or Rule 144 under
         the Securities Act, or any sale in any manner to a person or
         entity which, by virtue of Section 9(b) of this Agreement, is not
         entitled to the rights provided by this Section 8 and (ii) at such
         time as they first become eligible for resale pursuant to Rule
         144(k) under the Securities Act.  Whenever reference is made in
         this Agreement to a request or consent of holders of a certain
         percentage of Registrable Shares, the determination of such
         percentage shall include Warrant Shares issuable upon exercise of
         the Warrant even if the Warrant has not yet been exercised.

                        "Securities Act" means the Securities Act of 1933,
         as amended, or any similar Federal statute, and the rules and
         regulations of the Commission issued under such Act, as they each
         may, from time to time, be in effect. 

                                        -9-

                   8.2. Sale or Transfer of the Warrant and Registrable
         Shares; Legend.

                        (a)  The Warrant may only be transferred to the
         extent permitted by Section 9(b) of the Warrant.  The Registrable
         Shares shall not be sold or transferred unless either (i) they
         first shall have been registered under the Securities Act, or
         (ii) the Company first shall have been furnished with an opinion,
         in form and substance satisfactory to the Company, of legal
         counsel satisfactory to the Company to the effect that such sale
         or transfer is exempt from the registration requirements of the
         Securities Act.

                        (b)  Each certificate representing Registrable
         Shares shall bear the following legend:

                   "The securities represented by this
                   certificate have not been registered under
                   the Securities Act of 1933, as amended, and
                   may not be offered, sold or otherwise
                   transferred, pledged or hypothecated unless
                   and until such securities are registered
                   under such Act or an opinion, in form and
                   substance satisfactory to the Company, of
                   counsel satisfactory to the Company is ob-
                   tained to the effect that such sale or
                   transfer is exempt from the registration
                   requirements of the Securities Act."  

                   The foregoing legend shall be removed from the
         certificates representing any of such securities, at the request
         of the holder thereof, at such time as they become eligible for
         resale pursuant to Rule 144(k) under the Securities Act or upon
         registration.  

                   8.3.  Required Registrations.

                         (a)  If at any time after the earlier of
         termination in accordance with its terms of the Services Agreement
         or September 30, 1998, the Registrable Shares are not eligible and
         continue to be ineligible for resale pursuant to Rule 144(k) a
         holder or holders of an aggregate of at least 51% of the
         Registrable Shares may request, in writing, that the Company
         effect the registration on Form S-3 (or any successor form) of
         Registrable Shares owned by such holder or holders having an
         aggregate offering price of at least $500,000 (based on the then
         current market price).  If the holders initiating the registration
         intend to distribute the Registrable Shares by means of an
         underwriting, they shall so advise the Company in their request.
         In the event such registration is underwritten, the right of other
         holders of Registrable Shares to participate shall be conditioned
         on such holders' participation in such underwriting.  Upon receipt

                                       -10-

         of any such request, the Company shall promptly give written
         notice of such proposed registration to all holders of Registrable
         Shares.  Such holders of Registrable Shares shall have the right,
         by giving written notice to the Company within 20 days after the
         Company provides its notice, to elect to have included in such
         registration such of their Registrable Shares as such holders may
         request in such notice of election, subject to the approval of the
         underwriter managing the offering as provided below.  Thereupon,
         the Company shall, as expeditiously as possible, use reasonable
         commercial efforts to effect the registration, on Form S-3 (or any
         successor form), of all Registrable Shares which the Company has
         been requested to so register.  

                         Notwithstanding any other provision of this
         Section 8.3, if the distribution of Registrable Shares is to be
         effected by means of an underwriting and the managing underwriter
         advises the holders of Registrable Shares initiating the
         registration in writing that marketing factors require a
         limitation of the number of shares to be underwritten, then the
         holders of Registrable Shares initiating the registration shall so
         advise all holders of Registrable Shares which would otherwise be
         included in the underwriting and the number of Registrable Shares
         that may be included in the underwriting shall be allocated among
         all such holders of Registrable Shares, including the holders of
         Registrable Shares initiating the registration, in proportion (as
         nearly as practicable) to the amount of Registrable Shares owned
         by each such holder.  If the distribution of Registrable Shares is
         to be effected by means of an underwriting and the managing
         underwriter does not limit the number of Registrable Shares to be
         underwritten, the Company or other holders of securities of the
         Company who have registration rights similar to those set forth in
         Section 8.4 hereof may include Common Stock for their respective
         accounts in such registration if the managing underwriter states
         that such inclusion would not adversely effect the offering of
         Registrable Shares and if the number of Registrable Shares which
         would otherwise have been included in such registration and
         underwriting will not thereby be limited or reduced.

                         (b)  The Company shall not be required to effect
         more than one registration pursuant to paragraph (a) above.  In
         addition, the Company shall not be required to effect any
         registration within six months after the effective date of any
         other Registration Statement of the Company.

                         (c)  If at the time of any request to register
         Registrable Shares pursuant to this Section 8.3, the Company is
         engaged or has fixed plans to engage within 30 days of the time of
         the request in a registered public offering as to which the
         holders of Registrable Shares may request to include Registrable
         Shares pursuant to Section 8.4 or is engaged in any other activity
         which, in the good faith determination of the Company's Board of
         Directors, would be adversely effected by the requested

                                       -11-

         registration to the material detriment of the Company, then the
         Company may at its option direct that such request be delayed for
         a period not in excess of six months from the effective date of
         such offering or the date of commencement of such other material
         activity, as the case may be.

                   8.4.  Incidental Registration.

                         (a)  Until the tenth anniversary of the date of
         this Agreement, if the Company proposes to file a Registration
         Statement (other than pursuant to Section 8.3) covering the sale
         of shares of Common Stock by the Company at any time or from time
         to time, it will, prior to such filing, give written notice to all
         holders of Registrable Shares of its intention to do so and, upon
         the written request of a holder or holders of Registrable Shares
         given within 20 days after the Company provides such notice (which
         request shall state the intended method of disposition of such
         Registrable Shares), the Company shall use reasonable commercial
         efforts to cause all Registrable Shares which the Company has been
         requested by such holder or holders to register to be registered
         under the Securities Act to the extent necessary to permit their
         sale or other disposition in accordance with the intended methods
         of distribution specified in the request of such holder or
         holders; provided that the Company shall have the right to
         postpone or withdraw any registration effected pursuant to this
         Section 8.4 without obligation to any holder of Registrable
         Shares.  Notwithstanding anything in the foregoing to the
         contrary, the Company shall not be required to provide such
         advance notice in connection with, nor include any Registrable
         Shares in, any offering under this Section 8.4 involving an
         underwriting if the Company has been informed that in the opinion
         of the managing underwriter, the registration of any Registrable
         Shares would jeopardize the success of the offering by the
         Company.  In such event, the Company will provide written notice
         to all holders of Registrable Shares of such managing
         underwriter's opinion.  Such notice need not be given prior to the
         filing of the applicable Registration Statement.

                         (b)  In connection with any offering under this
         Section 8.4 involving an underwriting, the Company shall not be
         required to register any Registrable Shares or include any
         Registrable Shares in such underwriting unless the holders thereof
         accept the terms of the underwriting as agreed upon between the
         Company and the underwriters selected by it, and then only in such
         quantity as will not, in the opinion of the managing underwriter,
         adversely effect the offering of shares to be included in the
         underwriting by the Company and by the holders of registration
         rights pursuant to a Registration Rights Agreement between the
         Company and certain shareholders of the Company (the "Senior
         Shareholders") dated as of April 7, 1994, as amended on November
         23, 1994.  If in the opinion of the managing underwriter, after
         giving effect to the priority rights of the Company and the Senior

                                       -12-

         Shareholders as provided in the previous sentence, the
         registration of all of the Registrable Shares which the holders
         have requested to be included would adversely effect the offering
         by the Company and/or the Senior Shareholders, then the Company
         shall be required to include in the underwriting only that number
         of Registrable Shares, if any, which the managing underwriter
         believes may be sold without causing such adverse effect.  If the
         number of Registrable Shares to be included in the underwriting in
         accordance with the foregoing is less than the total number of
         shares which the holders of Registrable Shares have requested to
         be included, then the holders of Registrable Shares who have
         requested registration and other holders of securities entitled to
         be included in such registration (other than the Senior
         Shareholders, who shall have the priority rights specified above)
         shall participate in the underwriting:  pro rata based upon their
         total ownership of shares of Common Stock of the Company (giving
         effect to the conversion into Common Stock of all securities
         convertible thereinto and the exercise for Common Stock of all
         shares exercisable therefor).  If any holder of Registrable Shares
         would thus be entitled to include more shares than such holder
         requested to be registered, the excess shall be allocated among
         other requesting holders of Registrable Shares pro rata in the
         manner described in the preceding sentence.  

                   8.5.  Registration Procedures.  If and whenever the
         Company is required by the provisions of this Agreement to use
         reasonable commercial efforts to effect the registration of any of
         the Registrable Shares under the Securities Act, the Company
         shall:

                         (a)  use reasonable commercial efforts to file
         with the Commission a Registration Statement with respect to such
         Registrable Shares and to cause that Registration Statement to
         become and remain effective for a period of not less than 90 days
         or until all shares covered by the registration statement have
         been sold;

                         (b)  as expeditiously as possible prepare and file
         with the Commission any amendments and supplements to the Regis-
         tration Statement and the prospectus included in the Registration
         Statement as may be necessary to keep the Registration Statement
         effective for the period described in Section 8.5(a); 

                         (c)  as expeditiously as possible furnish to each
         holder of Registrable Shares who is selling shares pursuant to
         such registration (a "Selling Holder") such reasonable numbers of
         copies of the prospectus, including a preliminary prospectus, in
         conformity with the requirements of the Securities Act, and such
         other documents as the Selling Holder may reasonably request in
         order to facilitate the public sale or other disposition of the
         Registrable Shares owned by the Selling Holder; and

                                       -13-

                         (d)  as expeditiously as possible use reasonable
         commercial efforts to register or qualify the Registrable Shares
         covered by the Registration Statement under the securities or Blue
         Sky laws of such states as the Selling Holders shall reasonably
         request, and do any and all other acts and things that may be
         necessary or desirable to enable the Selling Holders to consummate
         the public sale or other disposition in such states of the
         Registrable Shares owned by the Selling Holders; provided,
         however, that the Company shall not be required in connection with
         this paragraph (d) to qualify as a foreign corporation or execute
         a general consent to service of process in any jurisdiction.

                   If the Company has delivered preliminary or final
         prospectuses to the Selling Holders and after having done so the
         prospectus is amended to comply with the requirements of the
         Securities Act, the Company shall promptly notify the Selling
         Holders and, if requested, the Selling Holders shall immediately
         cease making offers of Registrable Shares and return all
         prospectuses to the Company.  The Company shall promptly provide
         the Selling Holders with revised prospectuses and, following
         receipt of the revised prospectuses, the Selling Holders shall be
         free to resume making offers of the Registrable Shares with such
         revised prospectuses.

                   8.6.  Allocation of Expenses.  The Company will pay all
         Registration Expenses of all registrations under this Agreement;
         provided, however, that if a registration is withdrawn at the
         request of the holders of Registrable Shares requesting such
         registration, the requesting holders shall pay the Registration
         Expenses of such registration pro rata in accordance with the
         number of their Registrable Shares included in such registration.
         For purposes of this Section, the term "Registration Expenses"
         shall mean all expenses incurred by the Company in complying with
         a request to register Registrable Shares pursuant to Section 8 of
         this Agreement including, without limitation, all registration and
         filing fees, exchange listing fees, printing expenses, fees and
         disbursements of counsel for the Company and the fees and expenses
         of one counsel selected by the Selling Holders to represent the
         Selling Holders, state Blue Sky fees and expenses, and the expense
         of any special audits incident to or required by any such
         registration, but excluding underwriting discounts, selling
         commissions and the fees and expenses of the Selling Holders' own
         counsel (other than the one counsel selected to represent all of
         the Selling Holders).  

                   8.7.  Indemnification.  In the event of any registration
         of any of the Registrable Shares under the Securities Act pursuant
         to Section 8 of this Agreement, the Company will indemnify and
         hold harmless the seller of such Registrable Shares, each
         underwriter of such Registrable Shares, and each other person, if
         any, who controls such seller or underwriter within the meaning of
         the Securities Act or the Exchange Act against any losses, claims,

                                       -14-

         damages or liabilities, joint or several, to which such seller,
         underwriter or controlling person may become subject under the
         Securities Act, the Exchange Act, state securities or Blue Sky
         laws or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of or are
         based upon any untrue statement or alleged untrue statement of any
         material fact contained in any Registration Statement under which
         such Registrable Shares were registered under the Securities Act,
         any preliminary prospectus or final prospectus contained in the
         Registration Statement, or any amendment or supplement to such
         Registration Statement, or arise out of or are based upon the
         omission or alleged omission to state a material fact required to
         be stated therein or necessary to make the statements therein not
         misleading; and the Company will reimburse such seller, under-
         writer and each such controlling person for any legal or any other
         expenses reasonably incurred by such seller, underwriter or
         controlling person in connection with investigating or defending
         any such loss, claim, damage, liability or action; provided,
         however, that the Company will not be liable in any such case to
         the extent that any such loss, claim, damage or liability arises
         out of or is based upon any untrue statement or omission made in
         such Registration Statement, preliminary prospectus or prospectus,
         or any such amendment or supplement, in reliance upon and in con-
         formity with information furnished to the Company by or on behalf
         of such seller, underwriter or controlling person specifically for
         use in the preparation thereof.

                   In the event of any registration of any of the
         Registrable Shares under the Securities Act pursuant to Section 8
         of this Agreement, each seller of Registrable Shares, severally
         and not jointly, will indemnify and hold harmless the Company,
         each of its directors and officers and each underwriter (if any)
         and each person, if any, who controls the Company or any such
         underwriter within the meaning of the Securities Act or the
         Exchange Act, against any losses, claims, damages or liabilities,
         joint or several, to which the Company, such directors and
         officers, underwriter or controlling person may become subject
         under the Securities Act, Exchange Act, state securities or Blue
         Sky laws or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of or are
         based upon any untrue statement or alleged untrue statement of a
         material fact contained in any Registration Statement under which
         such Registrable Shares were registered under the Securities Act,
         any preliminary prospectus or final prospectus contained in the
         Registration Statement, or any amendment or supplement to the
         Registration Statement, or arise out of or are based upon any
         omission or alleged omission to state a material fact required to
         be stated therein or necessary to make the statements therein not
         misleading, if the statement or omission was made in reliance upon
         and in conformity with information furnished to the Company by or
         on behalf of such seller, specifically for use in connection with
         the preparation of such Registration Statement, prospectus,

                                       -15-

         amendment or supplement; provided, however, that the obligations
         of such seller of Registrable Shares hereunder shall be limited to
         an amount equal to the proceeds to such seller of Registrable
         Shares from the sale of Registrable Shares as contemplated herein.

                   Each party entitled to indemnification under this Sec-
         tion 8.7 (the "Indemnified Party") shall give notice to the party
         required to provide indemnification (the "Indemnifying Party")
         promptly after such Indemnified Party has actual knowledge of any
         claim as to which indemnity may be sought, and shall permit the
         Indemnifying Party to assume the defense of any such claim or any
         litigation resulting therefrom; provided, that counsel for the
         Indemnifying Party, who shall conduct the defense of such claim or
         litigation, shall be approved by the Indemnified Party (whose ap-
         proval shall not be unreasonably withheld).  The Indemnified Party
         may participate in such defense at such party's expense; provided,
         however, that the Indemnifying Party shall pay such expense if
         representation of such Indemnified Party by the counsel retained
         by the Indemnifying Party would be inappropriate due to actual or
         potential differing interests between the Indemnified Party and
         any other party represented by such counsel in such proceeding.
         No Indemnifying Party, in the defense of any such claim or
         litigation shall, except with the consent of each Indemnified
         Party, consent to entry of any judgment or enter into any settle-
         ment which does not include as an unconditional term thereof the
         giving by the claimant or plaintiff to such Indemnified Party of a
         release from all liability in respect of such claim or litigation,
         and no Indemnified Party shall consent to entry of any judgment or
         settle such claim or litigation without the prior written consent
         of the Indemnifying Party.

                   8.8.  Indemnification with Respect to Underwritten Of-
         fering.  In the event that Registrable Shares are sold pursuant to
         a Registration Statement in an underwritten offering pursuant to
         Section 8.3(a), the Company agrees to enter into an underwriting
         agreement containing customary representations and warranties with
         respect to the business and operations of an issuer of the securi-
         ties being registered and customary covenants and agreements to be
         performed by such issuer, including without limitation customary
         provisions with respect to indemnification by the Company of the
         underwriters of such offering.

                   8.9.  Information by Holder.  Each holder of Registrable
         Shares included in any registration shall furnish to the Company
         such information regarding such holder and the distribution pro-
         posed by such holder as the Company may request in writing and as
         shall be required in connection with any registration, qualifica-
         tion or compliance referred to in this Agreement.  

                                       -16-

              9.   Transfers of Certain Rights.  

                   (a)   The rights granted to the Purchaser pursuant to
         Section 8 of this Agreement may be transferred by such holder to
         another holder of Registrable Shares, to any Affiliate, as defined
         in Section 7.1, of such holder or to any person or entity
         acquiring at least one hundred thousand (100,000) Registrable
         Shares (such number being subject to adjustment for any stock
         dividend, stock split, subdivision, combination or other
         recapitalization of the Common Stock of the Company); provided,
         however, that the Company is given written notice by the
         transferee at the time of such transfer stating the name and
         address of the transferee and identifying the securities with
         respect to which such rights are being assigned.

                   (b)   Transferees.  Any transferee (other than the
         Purchaser) to whom rights hereunder are transferred shall, as a
         condition to such transfer, deliver to the Company a written
         instrument by which such transferee agrees to be bound by the
         obligations imposed upon the Purchaser and/or holders of
         Registrable Shares, as the case may be, under this Agreement to
         the same extent as if such transferee were a party hereto.  

                   (c)   Subsequent Transferees.  A transferee to whom
         rights are transferred pursuant to this Section 9 may not again
         transfer such rights to any other person or entity, other than as
         provided in Sections 9(a) and (b).  

              10.  Confidentiality.  The Purchaser and each holder of
         Registrable Shares agrees that he or it will keep confidential and
         will not disclose or divulge any confidential, proprietary or
         secret information which the Purchaser or such holder of
         Registrable Shares, as the case may be, may obtain from the
         Company pursuant to financial statements, reports and other
         materials submitted by the Company to such Purchaser or holder of
         Registrable Shares, as the case may be, pursuant to this
         Agreement, unless such information is known, or until such
         information becomes known, to the public or except as required by
         law or judicial or administrative proceeding.  

              11.  Survival of Representations and Warranties.  All agree-
         ments, representations and warranties contained herein shall
         survive the execution and delivery of this Agreement and the
         closing of the transactions contemplated hereby.

              12.  Notices.  All notices, requests, consents, and other
         communications under this Agreement shall be in writing and shall
         be (i) delivered by hand, (ii) mailed by first-class United States
         mail, certified or registered mail, return receipt requested,
         postage prepaid, (iii) transmitted by telecopy with a hard copy
         mailed by first class certified or registered mail as aforesaid;
         or (iv) delivered by overnight courier service:

                                       -17-

              If to the Company, at 20 Ladd Street, Portsmouth, New
         Hampshire 03801, telecopy number (603) 433-8645, Attention:
         President, or at such other address or addresses as may have been
         furnished in writing by the Company to the Purchaser, and/or
         holders of Registrable Shares, as the case may be, with a copy to
         Mark N. Polebaum, Esq., Hale and Dorr, 60 State Street, Boston,
         Massachusetts 02109, telecopy number 617-526-5000; or

              If to the Purchaser, at 2004 Renaissance Blvd., King of
         Prussia, PA 19406, telecopy number (610) 292-6603, or at such
         other address or addresses as may have been furnished to the
         Company in writing by such Purchaser.

              If to a holder of Registrable Shares other than a Purchaser,
         at his or its address as it appears on the stock record books of
         the Company, or at such other address or addresses as may have
         been furnished to the Company in writing by such Stockholder or
         holder of Registrable Shares.

              Notices provided in accordance with this Section 12 shall be
         deemed delivered upon personal delivery or (i) 72 hours after
         deposit in the mail, (ii) noon on the second business day next
         following deposit with an overnight express courier service and
         (iii) in the case of notices provided by telecopy, upon completion
         of transmission to the addressee's telecopier.

              13.  No Assignment.  The Warrant may not be assigned except
         to the extent permitted by Section 9(b) of the Warrant.  The
         rights under Section 8 hereof with respect to the Warrant Shares
         may only be assigned to the extent permitted by Section 9 hereof.
         Except to the extent permitted by the foregoing sentence, the
         rights granted pursuant to this Agreement may not be transferred
         or assigned by the Purchaser or any holder of Registrable Shares.
         Subject to the foregoing, the provisions of this Agreement shall
         be binding upon, and inure to the benefit of, the respective
         successors, assigns, heirs, executors and administrators of the
         parties hereto.

              14.  Entire Agreement.  This Agreement embodies the entire
         agreement and understanding between the parties hereto with
         respect to the subject matter hereof and supersedes all prior
         agreements and understandings relating to such subject matter.

              15.  Amendments and Waivers.  Except as otherwise expressly
         set forth in this Agreement, any term of this Agreement may be
         amended and the observance of any term of this Agreement may be
         waived (either generally or in a particular instance and either
         retroactively or prospectively), with the written consent of the
         Company and Purchaser and after the Closing the holders of at
         least a majority of the Registrable Shares.  No waivers of or
         exceptions to any term, condition or provision of this Agreement,
         in any one or more instances, shall be deemed to be, or construed

                                       -18-

         as, a further or continuing waiver of any such term, condition or
         provision.

              16.  Counterparts.  This Agreement may be executed in several
         counterparts, each of which shall be deemed an original, but all
         of which together shall constitute one and the same instrument.

              17.  Headings.  The headings of the sections, subsections,
         and paragraphs of this Agreement have been added for convenience
         only and shall not be deemed to be a part of this Agreement.

              18.  Severability.  The invalidity or unenforceability of any
         provision of this Agreement shall not affect the validity or
         enforceability of any other provision.

              19.  Governing Law.  This Agreement shall be governed by and
         construed in accordance with the laws of the State of New
         Hampshire, without giving effect to conflict of laws provisions.

              IN WITNESS WHEREOF, the undersigned have hereunto set their
         hands as of the day and year first above written.

                                       GREAT BAY POWER CORPORATION

                                       By: /s/ John A. Tillinghast        
                                          Title: President

                                       PECO ENERGY COMPANY

                                       By: /s/ Nancy J. Zausner           
                                          Title: Vice President

                                       -19-

                                                                  EXHIBIT A

                   THIS WARRANT AND THE SHARES OF COMMON STOCK
                   ISSUABLE UPON EXERCISE OF THIS WARRANT ARE
                   SUBJECT TO THE RESTRICTIONS (INCLUDING
                   RESTRICTIONS IMPOSED UNDER APPLICABLE
                   SECURITIES LAWS) ON TRANSFER SET FORTH IN
                   SECTIONS 4 AND 11 OF THIS WARRANT.  THIS
                   WARRANT HAS NOT BEEN REGISTERED UNDER THE
                   SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
                   APPLICABLE STATE SECURITIES STATUTES.

         Warrant No. 1                           Number of Shares: 420,000
                                                 (subject to adjustment)
         Date of Issuance: November __, 1995

                             GREAT BAY POWER CORPORATION

                            Common Stock Purchase Warrant

                           (Void after September 30, 1996)

              Great Bay Power Corporation, a New Hampshire corporation
         (the "Company"), for value received, hereby certifies that PECO
         Energy Company, a Pennsylania corporation (the "Registered
         Holder"), is entitled, subject to the terms set forth below and
         the terms of the Warrant Purchase Agreement, upon exercise of this
         Warrant to purchase from the Company, at any time on or after the
         Approval Date, as hereafter defined, and on or before the Warrant
         Expiration Date, as hereafter defined, at not later than 5:00 p.m.
         (Boston, Massachusetts time), 420,000 shares of the Company's
         Common Stock .01 par value (the "Common Stock") at a purchase
         price per share equal to the greater of (x) $9.75 (as adjusted
         pursuant to Section 2, the "Fixed Component") and (y) the highest
         price at which a share of the Company's Common Stock has traded on
         the National Association of Securities Dealers National Market
         from the Approval Date to the date on which the Warrant is
         exercised (as adjusted pursuant to Section 2, the "Variable
         Component"). 

              The shares purchasable upon exercise of this Warrant, and the
         purchase price per share, each as adjusted from time to time
         pursuant to the provisions of this Warrant, are hereinafter
         referred to as the "Warrant Shares" and the "Purchase Price,"
         respectively.  This Warrant shall be of no further force and
         effect, unless the Approval Date occurs on or before May 31, 1996.

         Approval Date shall mean the date when an amendment to the
         Company's Certificate of Incorporation is filed with the New
         Hampshire Secretary of State increasing the number of the
         Company's authorized shares of Common Stock to a number sufficient
         to permit the Company to reserve the Warrant Shares for issuance
         pursuant to this Warrant in the event of exercise by the
         Registered Holder.

              For purposes of this Warrant, Warrant Expiration Date shall
         mean the earliest to occur of the following:  (1) September 30,
         1996, if the Seabrook Capacity Factor for the period from the
         Service Commencement Date through September 15, 1995 is equal to
         or greater than 60%; (2) December 31, 1996, if the Seabrook
         Capacity Factor for the period from the Service Commencement Date
         through December 15, 1996 is equal to or greater than 60%; (3) two
         (2) business days following the first date after December 31, 1996
         that the Seabrook Capacity Factor for the immediately preceding
         twelve months is equal to or greater than 60%; or (4) December 31,
         1997.  Service Commencement Date and Seabrook Capacity Factor
         shall have the respective meanings ascribed to such terms in the
         Services Agreement dated November __, 1995, between the Company
         and the Registered Holder hereof.

              1.   Exercise.

                   (a)  This Warrant may be exercised by the Registered
         Holder, in whole but not in part, by surrendering this Warrant,
         with the purchase form appended hereto as Exhibit I duly executed
         by the Registered Holder or by the Registered Holder's duly
         authorized attorney, at the principal office of the Company, or at
         such other office or agency as the Company may designate,
         accompanied by payment in full, in lawful money of the United
         States, of the Purchase Price payable in respect of the Warrant
         Shares, less $1,000,000. 

                   (b)  The exercise of this Warrant shall be deemed to
         have been effected immediately prior to the close of business on
         the day on which this Warrant shall have been surrendered to the
         Company as provided in Section 1(a) above.  At such time, the
         person or persons in whose name or names any certificates for
         Warrant Shares shall be issuable upon such exercise as provided in
         Section 1(c) below shall be deemed to have become the holder or
         holders of record of the Warrant Shares represented by such
         certificates. 

                   (c)  As soon as practicable after the exercise of this
         Warrant, the Company, at its expense, will cause to be issued in
         the name of, and delivered to, the Registered Holder, or as the

                                        -2-

         Registered Holder (upon payment by the Registered Holder of any
         applicable transfer taxes) may direct a certificate or
         certificates for the number of full Warrant Shares to which the
         Registered Holder shall be entitled upon such exercise plus, in
         lieu of any fractional share to which the Registered Holder would
         otherwise be entitled, cash in an amount determined pursuant to
         Section 3 hereof.

              2.   Adjustments.

                   (a)  If outstanding shares of the Company's Common Stock
         shall be subdivided into a greater number of shares or a dividend
         in Common Stock shall be paid in respect of Common Stock, the
         Fixed Component of the Purchase Price in effect immediately prior
         to such subdivision or at the record date of such dividend shall,
         simultaneously with the effectiveness of such subdivision or
         immediately after the record date of such dividend, be
         proportionately reduced.  If outstanding shares of Common Stock
         shall be combined into a smaller number of shares, the Fixed
         Component of the Purchase Price in effect immediately prior to
         such combination shall, simultaneously with the effectiveness of
         such combination, be proportionately increased.  When any
         adjustment is required to be made in the Fixed Component of the
         Purchase Price, the number of Warrant Shares purchasable upon the
         exercise of this Warrant shall be changed to the number determined
         by dividing (i) an amount equal to the number of shares issuable
         upon the exercise of this Warrant immediately prior to such
         adjustment, multiplied by the Fixed Component of the Purchase
         Price in effect immediately prior to such adjustment, by (ii) the
         Fixed Component of the Purchase Price in effect immediately after
         such adjustment.  At the time of exercise of the Warrant, the
         Variable Component of the Purchase Price shall equal the highest
         of the Period High Prices, as adjusted pursuant to the last
         sentence of this paragraph.  Period High Prices means the highest
         price at which a share of the Company's Common Stock has traded on
         the National Association of Securities Dealers National Market for
         each of the following periods:  (A) from the Approval Date to the
         first adjustment of the Fixed Component; (B) each period from an
         adjustment to the Fixed Component to the next such adjustment
         following the first adjustment of the Fixed Component; and (C) the
         period from the last adjustment to the Fixed Component immediately
         prior to the exercise of the Warrant.  Each Period High Price
         shall be adjusted in the same proportion as the adjustment to the
         Fixed Component each time that the Fixed Component was adjusted
         subsequent to the time that such Period High Price was in effect.

                                        -3-

                   (b)  If there shall occur any capital reorganization or
         reclassification of the Company's Common Stock (other than a
         change in par value or a subdivision or combination as provided
         for in Section 2(a) above), or any consolidation or merger of the
         Company with or into another corporation, or a transfer of all or
         substantially all of the assets of the Company, then, as part of
         any such reorganization, reclassification, consolidation, merger
         or sale, as the case may be, lawful provision shall be made so
         that the Registered Holder of this Warrant shall have the right
         thereafter to receive upon the exercise hereof the kind and amount
         of shares of stock or other securities or property which the
         Registered Holder would have been entitled to receive if,
         immediately prior to any such reorganization, reclassification,
         consolidation, merger or sale, as the case may be, the Registered
         Holder had held the number of shares of Common Stock which were
         then purchasable upon the exercise of this Warrant.  In any such
         case, appropriate adjustment (as reasonably determined in good
         faith by the Board of Directors of the Company) shall be made in
         the application of the provisions set forth herein with respect to
         the rights and interests thereafter of the Registered Holder of
         this Warrant, such that the provisions set forth in this Section 2
         (including provisions with respect to adjustment of the Purchase
         Price) shall thereafter be applicable, as nearly as is reasonably
         practicable, in relation to any shares of stock or other
         securities or property thereafter deliverable upon the exercise of
         this Warrant.

                   (c)  When any adjustment is required to be made in the
         Purchase Price, the Company shall promptly mail to the Registered
         Holder a certificate setting forth the Purchase Price after such
         adjustment and setting forth a brief statement of the facts
         requiring such adjustment.  Such certificate shall also set forth
         the kind and amount of stock or other securities or property into
         which this Warrant shall be exercisable following the occurrence
         of any of the events specified in Section 2(a) or (b) above. 

              3.   Fractional Shares.  The Company shall not be required
         upon the exercise of this Warrant to issue any fractional shares,
         but shall make an adjustment therefor in cash on the basis of the
         mean between the low bid and high asked prices of the Warrant
         Shares on the over-the-counter market as reported by the National
         Association of Securities Dealers Automated Quotations System or
         the closing market price of the Warrant Shares on a national
         securities exchange or the last reported sales price on the NASDAQ
         National Market on the trading day immediately prior to the date
         of exercise, whichever is applicable, or if none is applicable,
         then on the basis of the then market value of the Warrant Shares

                                        -4-

         as shall be reasonably determined in good faith by the Board of
         Directors of the Company. 

              4.   Requirements for Transfer.

                   (a)  This Warrant may only be transferred to the extent
         permitted by Section 9(b).  The Warrant Shares shall not be sold
         or transferred unless either (i) they first shall have been
         registered under the Securities Act, or (ii) the Company first
         shall have been furnished with an opinion, in form and substance
         satisfactory to the Company, of legal counsel satisfactory to the
         Company to the effect that such sale or transfer is exempt from
         the registration requirements of the Securities Act.

                   (b)  Each certificate representing Warrant Shares shall
         bear a legend substantially in the following form:

                   "The securities represented by this
                   certificate have not been registered
                   under the Securities Act of 1933, as
                   amended, and may not be offered, sold or
                   otherwise transferred, pledged or
                   hypothecated unless and until such
                   securities are registered under such Act
                   or an opinion, in form and substance
                   satisfactory to the Company, of counsel
                   satisfactory to the Company is obtained
                   to the effect that such sale or transfer
                   is exempt from the registration
                   requirements of the Securities Act."

         The foregoing legend shall be removed from the certificates
         representing any Warrant Shares, at the request of the Registered
         Holder, at such time as they become eligible for resale pursuant
         to Rule 144(k) under the Securities Act or upon registration.

              5.   No Impairment.  The Company will not, by amendment of
         its charter or through reorganization, consolidation, merger,
         dissolution, sale of assets or any other voluntary action, avoid
         or seek to avoid the observance or performance of any of the terms
         of this Warrant, but will at all times in good faith assist in the
         carrying out of all such terms and in the taking of all such
         action as may be necessary or appropriate in order to protect the
         rights of the holder of this Warrant against impairment. 

                                        -5-

              6.   Notices of Record Date, etc.  In case:

                   (a)  the Company shall take a record of the holders of
         its Common Stock (or other stock or securities at the time
         deliverable upon the exercise of this Warrant) for the purpose of
         entitling or enabling them to receive any dividend or other
         distribution, or to receive any right to subscribe for or purchase
         any shares of stock of any class or any other securities, or to
         receive any other right; or 

                   (b)  of any capital reorganization of the Company, any
         reclassification of the capital stock of the Company, any
         consolidation or merger of the Company with or into another
         corporation (other than a consolidation or merger in which the
         Company is the surviving entity), or any transfer of all or
         substantially all of the assets of the Company; or 

                   (c)  of the voluntary or involuntary dissolution,
         liquidation or winding-up of the Company,

         then, and in each such case, the Company will mail or cause to be
         mailed to the Registered Holder of this Warrant a notice
         specifying, as the case may be, (i) the date on which a record is
         to be taken for the purpose of such dividend, distribution or
         right, and stating the amount and character of such dividend,
         distribution or right, or (ii) the effective date on which such
         reorganization, reclassification, consolidation, merger, transfer,
         dissolution, liquidation or winding-up is to take place, and the
         time, if any which is to be fixed, as of which the holders of
         record of Common Stock (or such other stock or securities at the
         time deliverable upon the exercise of this Warrant) shall be
         entitled to exchange their shares of Common Stock (or such other
         stock or securities) for securities or other property deliverable
         upon such reorganization, reclassification, consolidation, merger,
         transfer, dissolution, liquidation or winding-up.  Such notice
         shall be mailed at least ten (10) days, or if such advance notice
         is not practicable, then such shorter period as may be
         practicable, prior to the record date or effective date for an
         event specified in Section 6(a), (b) or (c). 

              7.   Reservation of Stock.  On and after the Approval Date
         the Company will at all times reserve and keep available, solely
         for issuance and delivery upon the exercise of this Warrant, such
         number of Warrant Shares and other stock, securities and property,
         as from time to time shall be issuable upon the exercise of this
         Warrant. 

                                        -6-

              8.   Replacement of Warrants.  Upon receipt of evidence
         reasonably satisfactory to the Company of the loss, theft,
         destruction or mutilation of this Warrant and (in the case of
         loss, theft or destruction) upon delivery of an indemnity
         agreement (with surety if reasonably required) in an amount
         reasonably satisfactory to the Company, or (in the case of
         mutilation) upon surrender and cancellation of this Warrant, the
         Company will issue, in lieu thereof, a new Warrant of like tenor. 

              9.   Transfers, etc. 

                   (a)  The Company will maintain a register containing the
         name and address of the Registered Holder of this Warrant.  The
         Registered Holder may change its address as shown on the Warrant
         register by written notice to the Company requesting such change.

                   (b)  Subject to the provisions of Section 4 hereof, this
         Warrant and all rights hereunder are transferable, in whole but
         not in part, solely to an Affiliate, as such term is defined in
         Rule 12b-2 under the Securities Exchange Act of 1934, as amended,
         of the Registered Holder upon surrender of this Warrant with a
         properly executed assignment (in the form of Exhibit II hereto) at
         the principal office of the Company. 

                   (c)  Until any transfer of this Warrant is made in the
         Warrant register, the Company may treat the Registered Holder of
         this Warrant as the absolute owner hereof for all purposes;
         provided, however, that if and when this Warrant is properly
         assigned in blank, the Company may (but shall not be obligated to)
         treat the bearer hereof as the absolute owner hereof for all
         purposes, notwithstanding any notice to the contrary.

              10.  Giving of Notices, etc.  All notices and other
         communications from the Company to the Registered Holder of this
         Warrant shall be in writing and shall be delivered and effective
         in accordance with the terms of the Warrant Purchase Agreement
         between the Company and Purchaser of even date.

              11.  No Rights as Stockholder.  Until the exercise of this
         Warrant, the Registered Holder of this Warrant shall not have or
         exercise any rights by virtue hereof as a stockholder of the
         Company. 

              12.  Change or Waiver.  Any term of this Warrant may be
         changed or waived only by an instrument in writing signed by the
         party against which enforcement of the change or waiver is sought. 

                                        -7-

              13.  Headings.  The headings in this Warrant are for purposes
         of reference only and shall not limit or otherwise affect the
         meaning of any provision of this Warrant. 

              14.  Governing Law.  This Warrant will be governed by and
         construed in accordance with the internal laws (and not the laws
         of conflicts) of the State of New Hampshire.

              15.  No Third Party Beneficiaries.  This Warrant shall not
         confer any rights or remedies upon any person other than the
         signatories hereto and their respective successors and permitted
         assigns.

              16.  Entire Agreement.  Except for the Warrant Purchase
         Agreement, this Warrant constitutes the entire agreement among the
         signatories hereto and supersedes any prior understandings,
         agreements or representations by or among the signatories hereto,
         written or oral, that may have related in any way to the subject
         matter hereof.

              17.  Counterparts.  This Warrant may be executed in one or
         more counterparts, each of which shall be deemed an original but
         all of which together shall constitute one and the same
         instrument.

              18.  Nouns and Pronouns.  Whenever the context may require,
         any pronouns used herein shall include the corresponding
         masculine, feminine or neuter forms, and the singular form of
         names and pronouns shall include the plural and vice-versa.

              19.  Severability.  Any provision of this Warrant that is
         prohibited or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions
         hereof, and any such prohibition or unenforceability in any
         jurisdiction shall not invalidate or render unenforceable such
         provision in any other jurisdiction.  

         [Corporate Seal]              GREAT BAY POWER CORPORATION

         ATTEST:                       By:____________________________

                                       Title:    President

         _______________________       Address:  20 Ladd Street
                                                 Portsmouth, NH

                                        -8-

         AGREED AND ACCEPTED:

         PECO ENERGY COMPANY

         By:________________________

         Title:_____________________

         Address:  

                                        -9-

                                                                EXHIBIT I

                                    PURCHASE FORM

         To:_________________                         Dated:______________

              The undersigned, pursuant to the provisions set forth in the
         attached Warrant (No. 1), hereby irrevocably elects to purchase
         ______ shares of the Common Stock covered by such Warrant and
         herewith makes payment of $____________, representing the full
         purchase price for such shares at the price per share provided for
         in such Warrant. 

                                       Signature:__________________________

                                       Address:____________________________

                                               ____________________________

                                                                EXHIBIT II

                                   ASSIGNMENT FORM

              FOR VALUE RECEIVED, ________________________________________
         hereby sells, assigns and transfers all of the rights of the
         undersigned under the attached Warrant (No. 1) with respect to all
         of the shares of Common Stock covered thereby to the following
         person(s): 

         Name of Assignee              Address             No. of Shares

              The undersigned represents and warrants to Great Bay Power
         Company that this assignment of the Warrant is permitted by
         Section 9(b) of the Warrant.

         Dated:______________     Signature:_______________________________

         Dated:______________     Witness:_________________________________

                                                                  EXHIBIT A

                                    SCHEDULE 3.2

                   OMEGA CAPITAL PARTNERS L.P.
                   OMEGA INSTITUTIONAL PARTNERS L.P.
                   OMEGA OVERSEAS PARTNERS L.P.
                   COMMON FUND
                   OMEGA OVERSEAS PARTNERS II LTD.
                   GOLDMAN SACHS & CO. PROFIT SHARING
                     MASTER TRUST
                   GOLDMAN SACHS & CO., POOLED IRA 2
                   88 PINE STREET
                   ELLIOTT ASSOCIATES, L.P. 

Basic Info X:

Name: WARRANT PURCHASE AGREEMENT
Type: Purchase Agreement
Date: Nov. 14, 1995
Company: GREAT BAY POWER CORP
State: New Hampshire

Other info:

Date:

  • November 3 , 1995
  • April 17 , 1994
  • September 30 , 1998
  • April 7 , 1994
  • November 23 , 1994
  • May 31 , 1996.
  • September 30 , 1996
  • September 15 , 1995
  • December 15 , 1996
  • December 31 , 1996
  • December 31 , 1997

Organization:

  • Chase Manhattan Bank National Association
  • Closing the Company
  • Restated Certificate of Incorporation
  • the Services Agreement
  • Joint Owners of Seabrook
  • New Hampshire Public Utility Commission
  • Secretary of State of the State of New Hampshire
  • New Hampshire Public Utilities Commission
  • Sale of Warrant Shares
  • Securities and Exchange Commission
  • Company 's Board of Directors
  • Great Bay Power Corporation
  • PECO Energy Company
  • Warrant Expiration Date
  • Company's Common Stock
  • Company 's Certificate of Incorporation
  • New Hampshire Secretary of State
  • the Service Commencement Date
  • Seabrook Capacity Factor
  • Fixed Component of the Purchase Price
  • Company 's Common Stock
  • National Association of Securities Dealers National Market
  • Period High Price
  • National Association of Securities Dealers Automated Quotations System
  • NASDAQ National Market
  • Board of Directors of the Company
  • Third Party Beneficiaries
  • Warrant Purchase Agreement
  • OMEGA CAPITAL PARTNERS L.P. OMEGA INSTITUTIONAL PARTNERS L.P. OMEGA OVERSEAS PARTNERS L.P.
  • OMEGA OVERSEAS PARTNERS II LTD. GOLDMAN SACHS & CO. PROFIT SHARING MASTER TRUST GOLDMAN SACHS & CO.

Location:

  • Pennsylvania
  • Seabrook
  • Esq.
  • Prussia
  • New Hampshire
  • Pennsylania
  • Boston
  • Massachusetts
  • United States
  • Portsmouth
  • Great Bay Power Company

Money:

  • $ .01
  • one million dollars
  • $ 500,000
  • $ 9.75
  • $ 1,000,000

Person:

  • Mark N. Polebaum
  • Hale
  • Dorr
  • John A. Tillinghast
  • Nancy J. Zausner

Time:

  • 10:00 a.m.
  • 5:00 p.m.

Percent:

  • 110 %
  • 50 %
  • 4.99 %
  • 5 %
  • 51 %
  • 60 %