January 18, 1996




Mike Kelly, General Manager
Golden Valley Electric Assoc., Inc.
P.O. Box 71249
Fairbanks, Alaska 99707-1249

Dear Mike,

         GVEA has expressed an interest in procuring competitively price nonfirm
energy  for  resale  to FMUS  and  some of its own  retail  loads.  This  letter
memorializes  the  arrangements  we  have  made  to  obtain  natural  gas  price
reductions and reductions in Chugach's  margins under the Agreement for the Sale
and Purchase of Nonfirm Energy between Chugach  Electric  Association,  Inc. and
Golden Valley  Electric  Association,  Inc.  dated May 18, 1988 as amended (GVEA
Nonfirm  Energy  Agreement)  which  make  it  possible  for  Chugach  to  supply
competitively  priced nonfirm energy to GVEA for resale to FMUS and otherwise to
increase  sales and  purchases of nonfirm  energy under the GVEA Nonfirm  Energy
Agreement.

         The GVEA Nonfirm Energy Agreement already contemplates sales by Chugach
to GVEA for resale to FMUS.  However,  sales on that basis have not materialized
as we had hoped they might.  The problem was that much of the lower priced power
available on the Chugach system was already being used to supply  existing needs
of GVEA. We agreed that the challenge was to see if natural gas price reductions
coupled  with a Chugach  price  reduction  could  produce  competitively  priced
nonfirm energy in quantities  sufficient to meet  anticipated  needs for FMUS as
well as displace other additional GVEA self-generation which would not otherwise
have been possible  without price reductions  arrangements  memorialized in this
letter.

         On this basis,  Chugach approached Marathon Oil Company and asked about
possible price  concessions in order to be more competitive for sales for resale
to FMUS and other new sales. This process has produced a 5-year arrangement with
Marathon to  significantly  reduce its price for the  additional  fuel needed to
generate  to serve  FMUS and for other  new  sales.  Marathon's  waiver of price
provisions does not alter volumes of gas committed or enhance deliverability.  A
fundamental underpinning of the Marathon reduction is that it will not lower the
price for volumes  which it would  otherwise  have sold  without the addition of
FMUS and other new sales.  That  arrangement  is  memorialized  in the letter to
Marathon of January 18,  1996,  which I have  attached as  Attachment  A to this
letter.


         GVEA has  agreed  that  based on the  special  gas  price  arrangements
Chugach has achieved and the partial waiver of margins by Chugach under the GVEA
Nonfirm Energy Agreement as outlined below,  GVEA will enter into agreement with
FMUS to supply  substantially  all of its power  needs net of any of FMUS's  own
resources.

         As is  memorialized  in  Attachment  A, Tier I volumes  include all gas
sales by Marathon  to Chugach for fuel to generate  energy for sales to GVEA for
GVEAs own retail load which can be generated from Chugach generating units which
are spinning when the system is dispatched to serve  Chugach's  load (i.e.  from
spinning  reserves)  and for  repayment  of banked  power under the terms of the
Bradley Lake Power Banking Agreement.  Volumes of gas sold by Marathon at Tier I
prices will be approximately the same as those sold annually before this special
5-year  agreement  was  made.  Tier II  volumes  are  those  sold as a result of
starting  units in excess of those which  would not have been  operated to serve
Chugach's load and for Bradley Lake Power Banking repayment.

         Chugach and GVEA have agreed that Tier II purchases  of nonfirm  energy
by GVEA are all those purchases in excess of Tier I volumes,  i.e. all purchases
other  than from  Chugach's  spinning  reserves  as  described  in the  attached
Dispatch  Protocol.  Chugach  and GVEA have agreed that all sales by Chugach for
resale by GVEA to FMUS will occur  using Tier II gas  (priced  lower than Tier I
gas as  outlined in  Attachment  A).  Chugach  will charge for gas used to start
generating units but has agreed to pass through the lower Marathon gas price for
Tier II sales.  Chugach has also agreed that, provided the reduced priced gas is
available,  for five years,  it will reduce its margins on those Tier U sales by
4.26 mills  below what would  otherwise  be included in the price under the GVEA
Nonfirm Energy  Agreement.  At this time the margin under this arrangement would
be 6 mills. Those volumes will be determined  according to the Dispatch Protocol
(Attachment I to Attachment A).

         The Parties  have agreed that Tier III consists of energy which GVEA is
free to purchase from a supplier other than Chugach. In accordance with the GVEA
Nonfirm Purchase  Agreement and the Bradley Lake Power Banking  Agreement,  both
previously  approved  by the APUC,  except when it is not  available,  GVEA will
continue to purchase all nonfirm energy from Chugach. However, the Parties agree
that for the term of this  letter  agreement,  GVEA  shall not be  obligated  to
purchase Tier II energy if the average heat rate for the scheduled  unit exceeds
14,000 Btu/kWh.

         This letter agreement is effective upon receipt of Necessary Approvals,
if any,  as that term is  defined in Section  30(n) of the GVEA  Nonfirm  Energy
Agreement.



Sincerely,


/s/ Eugene N. Bjornstad
- ------------------------------------

Eugene N. Bjornstad
General Manager, Chugach Electric Association, Inc.


Golden Valley Electric Association concurs in the above.



/s/ Michael P. Kelly                         Dated:  January 22, 1996
- -------------------------------------              -----------------------------
Michael P. Kelly
General Manager, Golden Valley Electric Association, Inc.







                    GOLDEN VALLEY ELECTRIC ASSOCIATION, INC.
                                       AND
                       CHUGACH ELECTRIC ASSOCIATION, INC.

                        NONFIRM ENERGY DISPATCH PROTOCOL


Tier I Fuel Usage

Tier I fuel usage will be determined by scheduling the Chugach firm load against
Chugach's  generation  resources.  Chugach's  generation resources include Hydro
resources for which Chugach has  scheduling  rights.  Loading and selling energy
using available  spinning reserve,  in the form of nonfirm energy sales to GVEA,
will be accomplished by utilizing Marathon fuel at the Tier I price.

Tier II Fuel Usage

Chugach controlled generation and Marathon Tier II fuel will be used to meet the
Combined  GVEA/FMUS  load,  above Tier I, up to an average ceiling heat rate for
[4,000 Btu/kWh. This average will be taken over the period a unit is Schedule to
be in operation.

Tier III

Tier  III  is  GVEA/FMUS  load  which,  if  served  by  Chugach  with  available
generation.  would have a average heat rate in excess of 14,000 Btu/kWh. GVEA as
a  representative  of the pool will shop for resources with an average heat rate
lower than 14,000  Btu/kWh.  GVEA will acquire these  resources for the pool and
the resources will be utilized by the pool to meet the combined  GVEA/FMUS load.
In the event that GVEA is unable to  acquire  these  resources  for the pool and
decides to purchase  nonfirm energy from Chugach,  Marathon fuel will be used at
the Tier II price.