WARRANT PURCHASE AGREEMENT

 

                                                                  EXHIBIT 10.32

                           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 contained 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

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         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.

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                   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

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         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

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         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 obligations
         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:

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                   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 successors, 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 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 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 Registration
         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,
         underwriter 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 conformity 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 Section 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 approval 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 settlement 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 OFFERING.
         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 securities 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 proposed by such
         holder as the Company may request in writing and as shall be required
         in connection with any registration, qualification 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 agreements, 
         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: May 29, 1996
Company: BAYCORP HOLDINGS LTD
State: Delaware

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
  • Securities and Exchange Commission
  • Company 's Board of Directors
  • Great Bay Power Corporation
  • PECO Energy Company
  • Warrant Expiration Date
  • 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
  • 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
  • Etc
  • 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 %