ATMOS ENERGY CORP
LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>d15479exv10w3.txt
<DESCRIPTION>LEASE AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.3

                                 LEASE AGREEMENT

         This LEASE AGREEMENT, by and between ATMOS POWER SYSTEMS, INC., A
GEORGIA corporation ("Lessor"), and A. E. STALEY MANUFACTURING COMPANY
("Lessee"), also hereinafter referred to individually as "Party" or collectively
as "Parties' (the "Agreement").

         WHEREAS, the parties desire to enter into a proposed transaction
involving the construction by Lessor, and the operation and leasing by Lessee,
of a certain electrical power generating plant (initially rated at 20,964
Kilowatts) and associated facilities (collectively herein referred to as the
"Plant") to be located in Loudon County, Tennessee; and

         WHEREAS, upon the full execution and effectiveness of this Agreement,
Lessor is prepared to construct the Plant and to order the electric generating
equipment to be utilized in the -Plant; and

         WHEREAS, Lessor and Lessee desire to enter into a definitive written
agreement concerning the lease of the Plant from Lessor to Lessee.

         NOW, THEREFORE, for and in consideration of the premises and of the
mutual agreements hereinafter set forth, the parties mutually agree as follows:

         1. CONDITIONS TO EFFECTIVENESS OF AGREEMENT. This Agreement shall not
take effect unless all the following conditions have been fulfilled:

         (a) Lessee has provided or obtained all rights in real property
required for construction of the Plant and has, for no additional consideration,
granted to Lessor all rights-of-way and easements upon, across or through real
property owned or controlled by Lessee and required by Lessor to meet its
obligations to have the Plant ready for commercial operation;

         (b) Lessor, and/or its affiliate(s), have obtained any consent or
approval of the Tennessee Valley Authority ("TVA") that may be required for the
construction or operation of the Plant pursuant to applicable TVA
interconnection requirement(s) and Lessee and/or its affiliate(s) have received
any required consents or approvals from all other third parties and governmental
authorities (including, but not limited to, receipt of any required air
contaminant permit issued by the State of Tennessee Air Pollution Control
Division ("TAPCD")) necessary to operate the Plant; and

         (c) Lessor's Board of Directors has approved Lessor's execution of this
Lease Agreement.

         (d) Lessor shall have been furnished, as adequate assurance of
performance of Lessee's financial obligations under and for the Term of this
Agreement, a guaranty of Lessee s performance of such financial obligations,
during the Term of this Agreement, executed by Tate & Lyle Holdings US, in a
form acceptable to Lessor.


<PAGE>

         2. LEASE. Lessor hereby leases to Lessee, and Lessee leases from
Lessor, the Plant described on Schedule A to this Agreement (referred to herein,
together with all replacements, additions and accessories, as the "Plant").

         3. SCOPE OF WORK. Lessor and Lessee shall, in addition to all other
obligations undertaken by each pursuant to the terms and conditions of this
Agreement, be responsible for performing the tasks set forth under their
respective names in Schedule B which is attached hereto and made a part hereof.

         4. TERM. This Agreement shall become effective upon execution by the
Parties, assuming all conditions of Section 1 above have been met (the
"Effective Date"), provided, however, that Lessor's obligation to deliver
possession of the Plant to Lessee for electrical power generation shall begin on
the earlier of the date of commencement of commercial operation of the Plant or
June 1, 2002 (the "Commencement Date") and shall expire on the date which is ten
(10) years subsequent to the Commencement Date (the "Term") unless extended by
mutual agreement of the Parties or terminated in accordance with the terms of
this Agreement. Further, THIS LEASE CANNOT BE CANCELLED BY LESSEE DURING THE
TERM PROVIDED IN THIS LEASE.

         5. FEES. The fees due to Lessor by Lessee, the amount of which are set
forth in Schedule A attached hereto, will be due and payable fifteen days after
receipt of an invoice from Lessor for the previous month, beginning with the
first month following the month in which the Commencement Date occurs, or, in
the event the Plant is not ready for commercial operation by June 1, 2002,
beginning with the first month following the month in which commencement of
commercial operations begins, and for the next succeeding one hundred nineteen
(119) months during the term of the lease. The fees shall be paid to Lessor at
the address set forth in Section 22 hereof or at such other place as Lessor may
designate in writing to Lessee.

In the event that Lessee is unable, through its diligent efforts, to obtain one
or more of the consents or approvals from third parties or governmental
authorities as may be necessary to operate the Plant, and Lessor shall have,
upon the expectation that Lessee would have received such consent(s) or
approval(s) ordered the electric generating equipment to be utilized at the
Plant, necessitating Lessor's cancellation of such order, then Lessee agrees to
negotiate with Lessor in good faith with respect to the allocation between
Lessor and Lessee of any charges, fees or other costs imposed on Lessor by the
manufacturer or supplier of such electric generating equipment as a result of
Lessor's cancellation of such order.

         6. RIGHTS AND DUTIES OF LESSEE.

         6.01 Lessee shall be entitled to the use, operation, possession and
control of the Plant during the term of this Agreement. Lessee shall employ and
have absolute control, supervision and responsibility over any operators or
users of the Plant, subject to the restrictions set forth below.


                                       2
<PAGE>


         6.02 Lessee shall use the Plant in a careful and proper manner and
agrees not to permit the Plant to be operated or used in violation of any
applicable federal, state or local statute, law, ordinance, rule or regulation
relating to the ownership, possession, control, operation, use or maintenance of
the Plant. Lessee will also be responsible for providing all fuel for the
operation of the Plant and Lessor will have no responsibility for fuel
management. Lessee agrees to reimburse Lessor in full for all damages to the
Plant arising from any misuse or negligent act by Lessee, its employees and its
agents.

         7. LIMITATION OF WARRANTIES AND WAIVER OF DAMAGES.

         7.01 It is understood between the parties that Lessor is not the
manufacturer of the equipment leased, nor the agent of the manufacturer of the
equipment and that no warranty against patent or latent defects in material,
workmanship, or capacity, nor that the equipment will meet the requirements of
any law, rules, specifications or contracts which provide for specific machinery
or apparatus or special methods is given, other than such representations as may
be made by the original manufacturer and not by Lessor with respect to emissions
performance and fuel consumption and which are set forth in the Environmental
Emissions and Fuel Consumption Assurances of original manufacturer (the
"Performance Assurances") which has been prepared by the original manufacturer
and is attached hereto and made a part hereof as Schedule C, which Performance
Assurances set forth the original manufacturer's obligations in the event the
equipment leased hereunder fails to meet such Performance Assurances.
Additionally, the original manufacturer of the equipment has represented to
Lessor that the noise levels of the Plant, when operational, measured as
approximate dBA levels at specified distances from the genset, are: @7 meters
--90 dBA and @10 meters -- 88 dBA and that the dBA Free Field noise level of the
two circuit radiator which comprises a part of the Plant is approximately 53
dBA@l0 meters. These representations are restated in this Section 8.01 for
convenience and as a reference only and shall not be construed as a
representation or warranty of such noise levels by Lessor. Further, Lessor does
not warrant the equipment leased as being fit for a particular purpose. Lessor
further disclaims any liability for loss, damage or injury to Lessee or third
parties as a result of any defects, latent or otherwise, in the Plant whether
arising from Lessor's negligence or the application of the laws of strict
liability. As to Lessor, Lessee leases the Plant "as is."

         7.02 Regardless of cause, Lessee will not assert any claim whatsoever
against Lessor for any punitive or any other exemplary damages, loss of
anticipated profits or any other indirect, special or consequential damages, in
tort, contract, or otherwise, except as otherwise may be specifically provided
herein. Further, Lessor makes no warranty as to the treatment-of the lease for
tax or accounting purposes.

         8. PLANT MAINTENANCE, REPAIR AND ALTERATION.

         8.01 Lessor, at its own cost and expense, shall maintain and keep the
Plant in good repair, condition and working order, and shall furnish any and all
parts and labor required for that purpose; provided, however, that if any such
maintenance or repair work is required as a result of the negligence of Lessee
or of any of Lessee's employees or agents, Lessee shall reimburse Lessor, within
thirty (30) days after receipt of proper invoice from Lessor, for the costs to
Lessor


                                       3
<PAGE>

of such maintenance and/or repair work. Lessor reserves the right to enter the
premises, at all reasonable times during the Term of this Agreement, for the
purpose of inspecting the Plant and, if applicable under the provisions of this
Agreement, for the purpose of repairing and/or replacing such part of the Plant.
In addition, Lessee shall not alter any portion of the Plant, or remove any
portion of the Plant from the location shown on the face of the lease, without
Lessor's prior written consent.

         8.02 All equipment, accessories, parts and replacements which are added
to or become attached to the Plant shall constitute accessions, shall
immediately become Lessor's property and shall be deemed incorporated in the
Plant and subject to the terms of this Agreement as if originally leased
hereunder.

         9. TAXES. Lessee shall comply with all laws and regulations relating
to, and shall promptly pay when due, exclusive of applicable sales, use and
exise taxes, all personal property, stamp, documentary and ad valorem taxes,
license and registration fees, assessments, fines, penalties and similar charges
imposed on the ownership, possession, control, operation or use of the Plant
during the term of this Agreement, and shall pay all taxes (except Lessor's
federal, state or local income taxes) imposed on Lessor or Lessee with respect
to the rental payments hereunder. Lessor shall be responsible for collecting and
promptly paying when due all sales, use and exise taxes due on the fees paid by
Lessee to Lessor hereunder, and Lessor shall file all returns required in
connection therewith. Lessee shall, with respect to the taxes for which it is
responsible under this Section 9, (a) reimburse Lessor upon demand for all taxes
paid or advanced by Lessor, (b) indemnify and hold Lessor harmless against
actual or asserted violations, (c) pay all costs and expenses of every character
in connection therewith or arising therefrom, and (d) file all returns required
therefor and furnish copies to Lessor.

         If any taxing authority requires that a tax for which Lessee has
assumed responsibility under this Section 9 as set forth above be paid to the
taxing authority directly by Lessor, Lessee shall, on notice from Lessor, pay to
Lessor the amount of the tax together with the next fee installment.

         10. TITLE. The Plant is, and at all times shall remain, Lessor's
property, and Lessee shall have no right, title or interest therein, and no
right to purchase or otherwise acquire title to or ownership in the Plant,
except as provided in this Agreement. Lessor warrants that it is the owner of
the Plant free and clear of all encumbrances whatsoever. Lessor covenants that,
during the Term of this Agreement, it will not in any manner encumber the Plant
without providing prior written notice of such encumbrance to Lessee. Lessee
shall, at its own cost and~expense, protect and defend Lessor's title against
all persons claiming against or through Lessee, at all times keeping the Plant
free from any legal process or encumbrances whatsoever including, without
limitation, liens, attachments, levies and executions, and shall give Lessor
immediate written notice thereof, and shall indemnify and hold Lessor harmless
from any loss or damage caused thereby. Lessee will cooperate with Lessor and
take whatever action may be necessary to enable Lessor to file, register or
record, and re-file, register, or re-record, this lease if deemed appropriate by
Lessor, in such offices as Lessor may determine and wherever required or
permitted by law, for the proper protection of the Lessor's title to the Plant.
Lessee shall execute and deliver to Lessor, upon Lessor's request, such further
instruments and assurances as Lessor


                                       4
<PAGE>


deems necessary or advisable for the confirmation or perfection of Lessor's
rights hereunder.

         The parties hereto intend the transaction contemplated hereby to be a
lease and not a loan. In the event this transaction is deemed to be a loan,
Lessee shall be deemed to have granted to Lessor a security interest in the
Plant and all proceeds thereof. Lessee shall cooperate with Lessor and sign any
further documentation reasonably required by Lessor to continue, provide, or
otherwise assert Lessor's deemed security interest in the Plant. The Plant is
and shall remain the personal property of Lessor irrespective of its use or
manner of attachment to realty.

         11. INVESTMENT TAX CREDIT. Any right to the investment tax credit(s)
permitted under applicable provisions of the Internal Revenue Code and the laws
of the State of Tennessee is reserved to Lessor or Lessor's lender, if
applicable, and shall not in any event pass through to or be transferred to
Lessee in any manner.

         12. RISK OF LOSS.

         12.01 Lessee shall bear all risks of loss or damage to the Plant from
any cause; the occurrence of such loss or damage shall not relieve Lessee of any
obligation hereunder. If any portion of the Plant is lost, stolen, destroyed or
damaged as a result of its possession, control, operation, use or maintenance by
Lessee, Lessee shall promptly notify Lessor of the occurrence and shall file all
necessary accident and claim reports including those required by law and those
required by interested insurance companies.

         12.02 Lessee and its employees and agents shall cooperate fully with
Lessor and all insurers providing insurance against the Plant in the
investigation and defense of all claims or suits. Lessee shall promptly deliver
to Lessor all papers, notices and documents served on or delivered to Lessee or
its employees or agents in connection with any claim, suit, action or proceeding
at law or in equity commenced or threatened against Lessee or Lessor concerning
the Plant.

         12.03 (a) In the event any portion of the Plant becomes lost, stolen,
destroyed or damaged beyond repair, Lessee shall pay Lessor in cash the
replacement value of the Plant less any net proceeds of insurance received by
Lessor for loss or damage to the Plant. Upon such payment, this Agreement shall
terminate with respect to that item of Plant and Lessee shall become vested with
title to the Plant on an "as is" basis without warranty by Lessor expressed or
implied for any matter concerning the Plant.

         (b) Notwithstanding anything contained in Section 8 of this Lease or
elsewhere herein to the contrary, in the event of loss or damage of any kind to
any portion of the Plant which is neither total nor substantial, Lessee, at the
option of Lessor, shall either place such portion of the Plant ih good repair
and working order or replace the lost or damaged portion of the Plant with like
property out of the proceeds of insurance or otherwise within thirty (30) days
after the loss or damage and the lease shall continue in full force and effect
until the expiration of its term. Lessee may retain any excess insurance
proceeds over and above the cost of replacement or repair of the lost or damaged
property.


                                       5
<PAGE>


         13. INSURANCE. Lessee shall keep the Plant insured against all risks of
loss or damage from every cause whatsoever for not less than the full
replacement value thereof, and shall carry public liability insurance, both
personal injury and property damage, covering the Plant. All such insurance
shall be in such form and amounts and shall be placed with such companies as
Lessor reasonably considers to be satisfactory to it, and shall name Lessor as
loss payee as its interest may appear or additional insured, as the case may be.
Lessee shall pay the premiums therefore and deliver to Lessor the policies of
insurance, duplicates thereof, or certificates of insurance, and such other
evidences of insurance coverage as Lessor may deem necessary or appropriate.
Each insurer shall agree, by endorsement upon the policy or policies issued by
it or by independent instrument furnished to Lessor, that it will give Lessor
thirty (30) days' prior written notice of the effective date of any alteration
or cancellation of any policy. Insurance proceeds, at the option of Lessor,
shall be applied (a) toward the replacement, restoration or repair of the Plant,
or (b) toward payment of the obligations of Lessee hereunder.

         Lessee agrees to consult with Lessor in its efforts to make claim for,
receive payment of, and execute and endorse all documents, checks and drafts
received in payment for loss or damage under any such insurance policy. In case
of the failure of Lessee to procure or maintain such insurance or to comply with
any other provision of this Agreement, Lessor shall have the right, but shall
not be obligated, to effect such insurance or compliance on behalf of Lessee. In
that event, all moneys spent by and expenses of Lessor in effecting such
insurance or compliance shall be deemed to be additional fees and shall be paid
by Lessee to Lessor with the next monthly payment of fees.

         In addition, Lessee shall insure each of its employees entering upon
the premises of the Plant in connection with this Agreement and/or engaged in
the performance of any services for Lessee relating to this Agreement, and shall
strictly comply with, each and every statute applicable thereto with respect to
workers' compensation and employer's liability insurance.

         14. FORCE MAJEURE. Neither Party shall be liable for its failure to
perform due to any occurrence beyond its reasonable control, including acts of
God, fires, floods, wars, sabotage, accidents, labor disputes or shortages,
governmental laws, ordinances, rules and regulations, whether valid or invalid
(including, but not limited to, priorities, requisitions, allocations, and price
adjustment restrictions), inability to obtain materials, equipment or
transportation, and any other similar or different occurrence. In the event
Lessor should be delayed in delivery of any portion of the Plant by reason of
such occurrence, the time for delivery shall be extended by the period of such
occurrence, but no such extension shall be made unless written notice of such
occurrence is given to Lessee within five (5) days of the commencement of such
occurrence and a claim for such extension is presented in writing to Lessee
within five (5) days after termination of such occurrence. Lessee shall not be
liable for any additional payments to Lessor with respect to any costs or
expenses incurred by Lessor as a result of such occurrence.

         15. INDEMNIFICATION. Lessee shall indemnify and hold Lessor harmless
against any and all claims, actions, suits, proceedings, costs, expenses,
damages and liabilities, including attorney's fees, arising out of connected
with, or resulting from the operation of the Plant or this Agreement including,
without limitation, the possession, operation, control, use and maintenance of
the Plant, except to the extent that any such claim, action, suit, proceeding,
cost, expense,


                                       6
<PAGE>


damage or liability is caused by the negligent act or omission of Lessor or
Lessor's agent, employee or contractor. Lessee shall have sole responsibility
for and shall indemnify Lessor from any liability for the environmental
compliance of the Plant together with any and all costs and expenses associated
therewith, arising therefrom or relating or pertaining thereto.

         16. ASSIGNMENT.

         16.01 Lessee shall use the Plant solely in the conduct of generating
electric capacity and in a careful and proper manner, and shall not part with
possession of or enter into any sublease with respect to the Plant or any part
thereof, nor assign this Agreement or its rights hereunder, nor delegate the
performance of its duties under this Agreement, without the prior written
consent of the Lessor. In any event, Lessee shall remain primarily liable under
the terms, conditions and provisions of this Agreement.

         16.02 This Agreement, the Plant and fees or other sums due or to become
due hereunder may be transferred or assigned by Lessor. In such event the
transferee or assignee shall have all of Lessor's rights, powers, privileges and
remedies hereunder, as well as Lessor's obligations thereafter accruing under
this Agreement. The Lessee's obligations hereunder subsequent to such transfer
or assignment shall not be extinguished or diminished by any defense, offset or
counterclaim which accrued in favor of Lessee prior to such transfer or
assignment. Notice of any such transfer or assignment shall be given to the
Lessee in writing.

         17. DEFAULT. (a) If Lessee shall default in the payment of any fees for
a period of ten (10) days after notice by Lessor in writing specifying such
default; or

         (b) if a petition in bankruptcy, arrangement, insolvency or
reorganization is filed by or against Lessee, or if Lessee makes an assignment
for the benefit of creditors; or

         (c) if Lessee shall default in the performance of any other covenant
contained herein for a period of thirty (30) days after notice in writing
specifying such default;

then, if and to the extent permitted by applicable law, Lessor shall have the
right to exercise any of the following remedies:

                  (1) to declare, for the remainder of the Term, the entire
unpaid amount of fees at the maximum annual use allowed under Schedule A to be
due and payable, whereupon the same shall become immediately due and payable;

                  (2) without demand or legal process, to enter onto the
premises where the Plant may be, found and take possession of the same,
whereupon all rights of Lessee in the Plant shall terminate;

                  (3) to pursue any other remedy available to Lessor at law or
in equity; and

                  (4) upon default, Lessee shall reimburse Lessor for all
reasonable expenses of repossession and enforcement of Lessor's right and
remedies together with interest at Prime Rate


                                       7
<PAGE>


until the date of payment. Prime Rate is defined as the Reuters published rate
RIC Code "USPRIME" of the date of the default period expiration. Notwithstanding
any other provision of this Agreement, if Lessor places all or any part of
Lessor's claim against Lessee in the hands of an attorney for collection, Lessee
shall pay Lessor for reasonable attorney's fees related thereto.

         If Lessor shall default in the performance of any obligations contained
herein for a period of thirty (30) days after receipt of notice in writing
specifying such default; then if, and to the extent permitted by applicable law,
Lessee shall have the right to exercise any of the following remedies:

                  o        To perform such obligations and deduct the cost of
                           performing the same from the next fee payment due to
                           Lessor;

                  o        To pursue any other remedy available to Lessee at law
                           or in equity; and

                  o        To be reimbursed by Lessee for all reasonable
                           expenses of enforcement of Lessee's rights and
                           remedies together with interest at Prime Rate per
                           annum until paid.

Notwithstanding any other provision of this Agreement, if Lessor is in default
under the provisions of this Section 17 and Lessee places all or any part of
Lessee's claim under this Section 17 in the hands of an attorney for collection,
Lessor shall reimburse Lessee its reasonable attorney's fees incurred in
connection with Lessee's claim.

         18. PURCHASE OPTION. Subject to the requirements set forth below with
respect to notice of intent to exercise an option to purchase, Lessee shall have
the option to purchase the Plant effective as of the last day of each year of
the Term of this Agreement, beginning with the last day of the fifth year of the
Term of this Agreement at a purchase price equal to the sum of the "Total
Project Cost" (the total costs of the equipment, all costs of the design and
construction of the Plant, Lessor's overhead, cost of capital and other costs
associated with the design, construction, installation, ownership, operation and
maintenance of the Plant and such other costs and expenses as may be included in
Total Project Cost) and the Pipeline Cost, as defined in Schedule A, Section 2
of this Agreement, said sum to be reduced by nine (9%) percent for each year of
the Term of this Agreement, from the Commencement Date to the effective date of
the exercise of such option to purchase; and at the end of the Term at a
purchase price equal to 3500 of the sum of the Total Project Cost and the
Pipeline Cost. Lessor and Lessee agree that in calculating the Total Project
Cost, Lessor's overhead costs shall include only the out of pocket costs for the
hours that Lessor's employees worked on this project and shall not include any
general overhead or markup of purchases, contracts or other services necessary
for the implementation of this Agreement Intent to exercise an option to
purchase by Lessee must be given in writing to Lessor at least 60 days before
the exercise of the option, that is, if Lessee intends to exercise its option to
purchase on the last day of year 5, 6, 7, 8, 9,or 10, then Lessee must give
Lessor written notice of Lessee's intent to exercise its option to purchase at
least 60 days prior to the last day of year 5, 6, 7, 8, 9 or 10 of this
Agreement, respectively. Upon the exercise of this option, Lessor will execute
and deliver to Lessee all documents that are necessary and proper to effect a
transfer of ownership of Lessor's interest in the Plant to Lessee free and clear
of all encumbrances, security interests and liens.


                                       8
<PAGE>


         19. REMEDIES. All remedies of Lessor are cumulative, and may, to the
extent permitted by law, be exercised concurrently or separately, and the
exercise of any one remedy shall not be deemed to be an election of such remedy
or to preclude the exercise of any other remedy. No failure on the part of
Lessor to exercise, and no delay in exercising, any right or remedy shall
operate as a waiver thereof unless specifically waived by Lessor.

         20. REPRESENTATIONS AND WARRANTIES. The Parties hereby represent and
warrant to each other that this Agreement: (i) has been validly executed and
delivered, and (ii) has been duly authorized by all actions necessary for the
authorization thereof.

         21. NO PARTNERSHIP. The Parties agree that no joint venture,
partnership, or other fiduciary relationship shall be deemed to exist or arise
between them or their affiliates, with respect to, or as a result of the terms
of this Agreement.

         22. NOTICES. Except as otherwise agreed by Lessor and Lessee, all
notices and other communications required hereunder shall be in writing and
deemed given when delivered by telecopy or mail, or five (5) days after mailing
by certified or registered mail, postage prepaid, return receipt requested, as
follows:

         (a) If to Lessor, then to:

                  Mr. Ron McDowell
                  Atmos Power Systems, Inc.
                  11251 Northwest Freeway
                  Suite 400
                  Houston, Texas 77092
                  Telephone: (713) 688-7771, Ext. 123
                  Facsimile: (713) 688-5124

         (b) if to Lessee, then to:

                  Manager, Energy Purchases
                  A.  F. Staley Manufacturing Company
                  2200 East Eldorado Street
                  Decatur, Illinois 62525
                  Telephone: (217) 421-2644


         23. PARTIAL INVALIDITY; SEVERABILITY. In the event any provision of
this Agreement is held to be invalid, illegal or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate nor render
unenforceable any other provision hereof. If any provision is inapplicable to
any person or circumstance, it shall, nevertheless, remain applicable to all
other persons and circumstances.


                                       9
<PAGE>


         24. ENTIRE Agreement. This Agreement constitutes the entire agreement
of the Parties relating to the lease of the Plant and supersedes all prior
discussions, agreements or understandings, whether oral or written, including
without limitation the Letter of Intent, relating to the lease of the Plant.
There are no other written or oral agreements or understandings between the
Parties with respect to the lease of the Plant.

         25. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of Tennessee.

         26. WAIVER AND AMENDMENT. Except as otherwise expressly provided in
this Agreement, neither the failure nor the delay on the part of either Party in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof, or of any other right, power or remedy; nor shall any single or partial
exercise of any right, power or remedy preclude any further or other exercise
thereof, or the exercise of any other right, power or remedy. Except as
otherwise expressly provided herein, no waiver of any of the provisions of this
Agreement shall be valid unless it is in writing and signed by the Party against
whom it is sought to be enforced. No amendment of any of the provisions of this
Agreement shall be valid unless it is in writing and signed by both Parties.

         27. HEADINGS. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe the provisions of this Agreement.

         28. COUNTER ARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, all of which together
shall constitute one and the same instrument.

         29. BINDING EFFECT. This Agreement shall be binding upon Lessor and
Lessee and their respective legal representatives, successors, and assigns.

         Executed this 8th day of February, 2002.

                                           LESSEE:


Attest                                     A. E. STALEY MANUFACTURING COMPANY


  /s/ MAC W. LOU                           By:    /s/ MICHAEL J. MCFATE
-------------------                               -----------------------------
Assistant Secretary                        Name:  Michael J. McFate
                                                  -----------------------------
                                           Title: Vice President, Manufacturing
                                                  -----------------------------


                                       10
<PAGE>


                                           LESSOR:

Attest                                     ATMOS POWER SYSTEMS, INC.



 /s/ HELEN BURTON                          By:    /s/ RONALD W. MCDOWELL
-----------------                                 -----------------------------
    Secretary                              Name:  Ronald W. McDowell
                                                  -----------------------------
                                           Title: President
                                                  -----------------------------


                                       11
<PAGE>


STATE OF TEXAS        )
                      (
COUNTY OF HARRIS      )

On this day personally appeared before me Ronald W. McDowell to me known, who,
being by me duly sworn, deposes and says that he resides in Houston, Texas that
he is the President of Atmos Power Systems, Inc. corporation described in and
which executed the foregoing instrument; that he knows the seal of the said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by the order of the Board of Directors of said
corporation, and that he signed his name thereto by like order. This instrument
was acknowledged before me on this the 8th day of February, 2002 by Ronald W.
McDowell.

                                                    /s/ CARON M. FLYNN
                                                ----------------------------
                                                Notary Public in and for the
                                                State of Texas

My Commission Expires:

       8-30-02
----------------------



                                       12
<PAGE>


STATE OF ILLINOIS     )
                      (
COUNTY OF MACON       )

          On this day personally appeared before me Michael J. McFate to me
known, who, being by me duly sworn, deposes and says that he resides in Decatur,
Illinois, that he is the Vice President of A. E. Staley Manufacturing Company,
and that he signed his name thereto by like order. This instrument was
acknowledged before me on this the 20th day of November, 2001, by Michael J.
McFate.

                                                   /s/ CHRIS E. LIVERGOOD
                                                ----------------------------
                                                Notary Public in and for the
                                                State of Texas

My Commission Expires:

       6/21/02
----------------------


                                       13
<PAGE>

SCHEDULE A


1. DESCRIPTION OF PLANT.

A. Location:    On property owned by A. E. Staley Manufacturing Co. adjacent
                to the main electrical substation located at 198 Blair Bend Rd.
                in Loudon County Tennessee.

B. DESCRIPTION AND dimensions of building and fence:

          200 feet by 50 feet corrugated metal building enclosed by substation
          chainlink fence containing the following equipment:

C. System Gensets: 12 with the following features:

   System voltage: 13.2 kV

   System frequency: 60 Hz

   System phase and wire: 3p/3w

2. DESCRIPTION OF FEES.

                  In consideration for the lease of the Plant, Lessee will
during the Term pay to Lessor (i) a monthly capacity charge calculated by
dividing the sum of the Total Project Cost (which for purposes of this
calculation shall not exceed eight million ($8,000,000) dollars) added to
Lessor's cost of purchasing materials for and installing or having installed a
natural gas pipeline to the Plant ("Pipeline Cost") by one million (1,000,000)
and then multiplying the quotient of that calculation by twenty thousand nine
hundred sixty four (20,964). By way of example only, if the Total Project Cost
is $7,500,000 and the Pipeline Cost is $50,000, then the sum of the Total
Project Cost added to the Pipeline Cost is $7,550,000, and the monthly capacity
charge for the Term of the Lease will be $158,278 [($7,550,000 + 1,000,000) X
20,964]; and (ii) a monthly operating fee per Megawatt hour ("MWh") as
determined in accordance with the schedule set forth below:

<Table>
<Caption>
                  YEAR OF TERM            OPERATING FEE
                  ------------            -------------
<S>                                       <C>
                        1                  $18.00/MWh
                        2                  $18.90/MWh
                        3                  $19.85/MWh
                        4                  $20.84/MWh
                        5                  $21.88/MWh
                        6                  $22.97/MWh
                        7                  $24.12/MWh
                        8                  $25.33/MWh
                        9                  $26.59/MWh
                       10                  $27.92/MWh
</Table>


                                       14
<PAGE>


         By way of example only, in Year 1 of the Term, should Lessee take 30
operating hours of electric power in a month, then the operating fee for that
month to be paid to Lessor by Lessee will be $1 1,318 ($18x30 operating hours x
20.96 MWII per operating hour).

SCHEDULE B - SCOPE OF WORK

By Lessor:

o    Provide all services necessary for completing a fully functional generating
     facility. Such services shall include (but not be limited to) engineering,
     design, procurement of equipment, negotiating construction contracts,
     scheduling and on-site supervision of contractor activities and check out
     and start up of equipment.

o    All on-site contractors and all on-site employees of Lessor or its
     affiliates shall work in accordance with all safety rules and regulations
     in effect at the Plant.

o    Lessor to obtain all necessary interconnect approvals from Tennessee Valley
     Authority.

o    Lessor to provide copies of designs and construction details for Lessee's
     approval.

o    Lessor to provide Lessee information regarding costs of various components
     of procurement and construction. Lessor and Lessee will work together to
     determine whether Lessee's assistance in contracting for specific services
     can result in lowering project costs.

By Lessee:

o    Lessee to obtain all building, environmental and other regulatory permits
     and consents other than the Tennessee Valley Authority interconnect
     approval which Lessor will obtain.

o    Lessee will approve all drawing submittals in a prompt manner.

o    Lessee will provide temporary electricity for construction purposes.

o    Lessee will provide natural gas for operation of the Plant.

o    Lessee will perform Daily Checks:

     *    Check oil level (assume we have make-up device which has sight glass)

     *    Check coolant levels and top off as needed

     *    Walk around Genset to observe any leaks or abnormalities

     *    Check for any warning alarms on the HMI of the Generator Control panel
          (may also be done via remote monitoring computer).

o    Lessee will perform Weekly Checks:

     *    Starting battery checks (fluid level or general physical condition)

     *    Add oil to make-up tanks if needed. Normally the units are fitted with
          auto-make-up devices (and tanks) to keep the engine sump topped off.

o    Lessee will perform Monthly Checks:

     *    Take oil sample for oil analysis

     *    Check crankcase breather filter and tank system.

o    Lessee's General Operator Responsibility:

     *    General cleanliness of the equipment and container/room

     *    Starting and stopping of the equipment and initial analysis of
          problems
          (like reasons for warnings and shutdowns)

          *    Keeping logs of operator performed maintenance and any equipment
               related issues.

          *    Notifying Cummins distributor of any abnormalities, including
               unsafe conditions, requiring attention.


                                       15
<PAGE>



SCHEDULE C - ENVIRONMENTAL EMISSIONS AND FUEL CONSUMPTION
ASSURANCES OF ORIGINAL MANUFACTURER

                 CUMMINS QSV91, 1750 KW, PERFORMANCE ASSURANCES

                             EMISSIONS PERFORMANCE:

1)   Emissions at 100% rated load are confirmed to be within 5% of the following
     values.
         NOX        0.84 grams/bhp-hr
         CO         2.5 grams/bhp-hr

2)   The values stated here apply to test conditions with an ambient temperature
     no greater than 95 deg F at a site altitude no higher than 2000 feet above
     sea level.

3)   For purposes of this performance guarantee, the value used to determine
     compliance will be the average of the test value of the 12 gensets used in
     Atmos power system or the average of the test values of the gensets in the
     representative sample of gensets selected for testing to confirm
     compliance.

4)   This performance guarantee applies to the by Atmos Power Systems, Inc.
     ("Atmos Power") power system to be installed in Louden, TN. On-site testing
     will be performed after commencement of system operations. Test samples
     will be taken on engines which are warmed up, stabilized and operating at a
     steady load of 100% of the rated load value and operating in parallel with
     the utility grid.

5)   The performance values here are valid for an installation adhering to the
     conditions stated on the Technical Data Sheet for the engine. These
     conditions include but are not limited to a maximum exhaust system back
     pressure of 20 inches water gauge.

6)   Fuel to be used during the emissions test will be clean and dry and will
     meet the specifications listed below.

7)   In the unlikely event that the emissions test shows that the QSV9l does not
     meet the performance levels indicated here, Cummins has the right to review
     test data and gas analysis results and/or make adjustments, repairs, or
     replacements of the engines. If gas analysis reveals that the gas does not
     meet the standards stated here, re-testing will be at the expense of Atmos
     Power. If gas analysis review shows compliance with the standards stated
     here, Cummins, at its own expense shall make the necessary adjustments,
     repairs, or replacements and retesting will be at Cummins expense.

8)   In the very unlikely event that Cummins adjustments, repairs, or
     replacements do not result in a re-test with results in compliance with the
     performance stated above, Cummins will refund all payments made for the
     equipment to Atmos Power and remove all Cummins supplied equipment from the
     site.


                                       16
<PAGE>


                          GAS ANALYSIS (SPECIFICATIONS)

<Table>
<Caption>
  DATE - TIME:    11/07/01  07:24         ANALYSIS TIME:  345       CYCLE TIME:      360
Stream:  1        Line  1 Gas                   Mode:  ANLY                        Cycle Start Time: 07:18
Analyzer:         Knoxville                     Strm   Seq:1
East Tennessee Natural Gas
Location:         Knoxville

Component                Mole               LiqVol              Gallons/         BTU        BTU      Relative
Name                     Percent            Percent             1000SCF          Gross      Net      Density
<S>                  <C>                 <C>                     <C>            <C>       <C>        <C>
C6+ 47/35/17            0.1123              0.2892               0.0501           5.94       5.51    0.0037
PROPANE                 0.6809              1.0800               0.1876          17.17      15.80    0.0104
i-BUTANE                0.1537              0.2895               0.0503           5.01       4.62    0.0031
n-BUTANE                0.1754              0.3183               0.0553           5.74       5.29    0.0035
NEOPETANE               9.7900E+000      ppm2.1587E+1   PPM      0.0004           0.04       0.04    0.0000
i-PENTANE               0.0621              0.1308               0.0227           2.49       2.30    0.0015
n-PENTANE               0.0478              0.0996               0.0173           1.92       1.78    0.0012
NITROGEN                0.3105              0.1969               0.0340           0.00       0.00    0.0030
METHANE                94.8766             92.5544               0.0000         960.44     864.80    0.5255
CARBON DIOXIDE          0.8432              0.8273               0.1437           0.00       0.00    0.0128
ETHANE                  2.7366              4.2127               0.7320          48.54      44.40    0.0284
Totals               1000.0000            100.0000               1.1158        1047.28     944.53    0.5932
</Table>

"*" indicates user-defined components

Compressibility Factor (1/2) @ 14.73000 PSIA & 60.0 DEG.F - 1.00223

Base Pressures                      14.73000

--------------------------------------------------------------------------------

<Table>
<S>                                              <C>
Gross Dry BTU                       =            1049.62 Corrected/Z
Gross SAT BTU                       =            1031.35 Corrected/Z
Actual Gross BTU                    =            1049.62 Corrected/Z
Net~DryBTU                          =             946.64 Corrected/Z
Net SAT BTU                         =             930.17 Corrected/Z
Actual Net BTU                      =             946.64 Corrected/Z
Gallons/1000 SCF C2+                =               1.1158
Gallons/1000 SCF C3+                =                .03838
Gallons/I 000 SCF C4+               =               0.1961
Gallons/lOGO SCF C5+                =               0.0905
Gallons/lOOG SCF C6+                =               0.0501
Real Relative Density Gas           =               0.5943
Real Relative Density Lqd           =               0.3134
Unnormalized Mole Percent           =              99.750

Gas Density                         =              45.461 lb/1000 cu.ft. at 14.73 PSIA and 60 Deg.F
Liquid Density                      =               2.612 lb/gal
</Table>


<Table>
<Caption>
Analog Inputs
        Label                       Value
<S>                                 <C>
CO2                                 0.0000
Nitrogen                            0.0000
Dry BTU                             0.0000
Gravity                             0.0000
</Table>



                                       17
<PAGE>


<Table>
<Caption>
User Defined Calculations
      Label                         Value
<S>                                 <C>
Total CO2 and N2#1                  1.15
</Table>


All gas shall contain no more than twenty (20 grains of total sulphur, nor more
than one fourth (1/4) of one grain of hydrogen sulphide per one hundred (100)
cubic feet.

                 CUMMINS QSV91, 11750 KW, PERFORMANCE ASSURANCES

                                FUEL CONSUMPTION:

1)   Fuel Consumption is confirmed to be within 5% of the published value of
     15.85 MMBtu per hour with the genset producing 100% rated load of 1755 kW
     at the alternator terminals.

2)   Specific fuel consumption with radiator fan losses taken into account is
     confirmed to be within 5 % of 9.073 MMBtuJN4WH. This value is determined by
     dividing the MMBtU per hour value determined in the test by the difference
     of the megawatt value measured at the alternator terminals and the megawatt
     value of the radiator fan load.

3)   The MMBtu values stated here are based on the Gas Specifications set forth
     below in these Fuel Consumption Performance Assurances.

4)   The fuel consumption values stated here are based on ambient temperatures
     up to 95 degrees F and altitude of 1000 feet above seal level. Results of
     fuel consumption tests at lower ambient temperature or lower altitude
     should be corrected to these conditions.

5)   In the unlikely event that the fuel consumption test shows that the QSV9l
     does not meet the performance levels indicated here, Cummins has the right
     to review test data and gas analysis results and make adjustments or
     repairs to the engines.

6)   In the very unlikely event that adjustments or repair efforts by Cummins
     are not successful in correcting the fuel consumption to the values stated
     here, Cummins will make a one time payment to Lessor's customer of $70,000
     for each 1% that the measured fuel consumption (corrected to the ambient
     conditions stated above) exceeds the limit of the published value plus 5%.

7)   Fuel consumption tests used to confirm the values stated here shall adhere
     to the standards of ISO 3046/1.

8)   For purposes of this performance guarantee, the value used to determine
     compliance will be the average of the test value of a representative sample
     of 3 gensets. The representative sample of 3 gensets will be selected from
     the 12 gensets for the Atmos Power system and will be tested for fuel
     consumption at the Cummins factory.


                                       18
<PAGE>


9)   This performance guarantee applies to the power system by Atmos Power to be
     installed in Louden, TN. The guarantee is based on the results of a
     one-time test to be performed at the genset manufacturing facility in
     accordance with Cummins' Engineering Test Specification, 16V/18V-180,
     Genset Production Test Procedure. No. PTS-00l_1_2, Revision 1.2, dated
     10-Nov-98. Further on-site testing would be performed in the event that
     fuel consumption after commencement of system operations is not consistent
     with this fuel consumption assurance.


                          GAS ANALYSIS (SPECIFICATIONS)

<Table>
<Caption>
  DATE - TIME:    11/07/01  07:24         ANALYSIS TIME:  345            CYCLE TIME:        360
Stream:  1        Line  1 Gas                   Mode:  ANLY                               Cycle Start Time:  07:18
Analyzer:         Knoxville                     Strm   Seq:1
East Tennessee Natural Gas
Location:         Knoxville

Component                Mole              Liq Vol              Gallons/         BTU        BTU      Relative
Name                     Percent           Percent              1000SCF          Gross      Net      Density
<S>                  <C>                 <C>                     <C>            <C>       <C>        <C>

C6+ 47/35/17            0.1123              0.2892               0.0501           5.94       5.51    0.0037
PROPANE                 0.6809              1.0800               0.1876          17.17      15.80    0.0104
i-BUTANE                0.1537              0.2895               0.0503           5.01       4.62    0.0031
n-BUTANE                0.1754              0.3183               0.0553           5.74       5.29    0.0035
NEOPETANE               9.7900E+000      ppm2.1587E+1   PPM      0.0004           0.04       0.04    0.0000
i-PENTANE               0.0621              0.1308               0.0227           2.49       2.30    0.0015
n-PENTANE               0.0478              0.0996               0.0173           1.92       1.78    0.0012
NITROGEN                0.3105              0.1969               0.0340           0.00       0.00    0.0030
METHANE                94.8766             92.5544               0.0000         960.44     864.80    0.5255
CARBON DIOXIDE          0.8432              0.8273               0.1437           0.00       0.00    0.0128
ETHANE                  2.7366              4.2127               0.7320          48.54      44.40    0.0284
Totals               1000.0000            100.0000               1.1158        1047.28     944.53    0.5932
</Table>

"*" indicates user-defined components

Compressibility Factor (1/2) @ 14.73000 PSIA & 60.0 DEG.F - 1.00223

Base Pressures                      14.73000

--------------------------------------------------------------------------------

<Table>
<S>                                              <C>
Gross Dry BTU                       =            1049.62 Corrected/Z
Gross SAT BTU                       =            1031.35 Corrected/Z
Actual Gross BTU                    =            1049.62 Corrected/Z
Net~DryBTU                          =             946.64 Corrected/Z
Net SAT BTU                         =             930.17 Corrected/Z
Actual Net BTU                      =             946.64 Corrected/Z
Gallons/1000 SCF C2+                =               1.1158
Gallons/1000 SCF C3+                =                .03838
Gallons/I 000 SCF C4+               =               0.1961
Gallons/lOGO SCF C5+                =               0.0905
Gallons/lOOG SCF C6+                =               0.0501
Real Relative Density Gas           =               0.5943
Real Relative Density Lqd           =               0.3134
Unnormalized Mole Percent           =              99.750
</Table>


                                       19
<PAGE>


<Table>
<S>                                              <C>
Gas Density                         =              45.461 lb/1000 cu.ft. at 14.73 PSIA and 60 Deg.F
Liquid Density                      =               2.612 lb/gal
</Table>


<Table>
<Caption>
Analog Inputs
        Label                       Value
<S>                                 <C>
CO2                                 0.0000
Nitrogen                            0.0000
Dry BTU                             0.0000
Gravity                             0.0000
</Table>

<Table>
<Caption>
User Defined Calculations
      Label                         Value
<S>                                 <C>

Total CO2 and N2#1                  1.15
</Table>

All gas shall contain no more than twenty (20 grains of total sulphur, nor more
than one fourth (1/4) of one grain of hydrogen sulphide per one hundred (100)
cubic feet.


                                       20

</TEXT>
</DOCUMENT>
