PARTIAL ASSIGNMENT OF BRADLEY LAKE HYDROELECTRIC PROJECT AGREEMENT FOR THE SALE AND PURCHASE OF ELECTRIC POWER

                PARTIAL ASSIGNMENT OF BRADLEY LAKE HYDROELECTRIC PROJECT

                 AGREEMENT FOR THE SALE AND PURCHASE OF ELECTRIC POWER

       This agreement for partial assignment is made as of the 30th day of June,

2003, between Alaska Electric Generation and Transmission Cooperative, Inc.

("Assignor") and Alaska Electric and Energy Cooperative, Inc.

("Assignee").

       WHEREAS, on December 8, 1987, Assignor entered into a contract with the

Alaska Power Authority ("APA"), Chugach Electric Association, Inc. ("Chugach"),

Golden Valley Electric Association, Inc. ("GVEA"), the Municipality of Anchorage

d/b/a Municipal Light and Power ("ML&P"), the City of Seward d/b/a Seward

Electric System ("SES"), Homer Electric Association, Inc. ("HEA") and Matanuska

Electric Association, Inc. ("MEA"), titled the Bradley Lake Hydroelectric

Project Agreement for the Sale and Purchase of Electric Power ("Power Sales

Agreement") , wherein APA agreed to sell, and Chugach, GVEA, ML&P, SES, and

Assignor (on behalf of HEA and MEA), agreed to purchase, electric service from

the Bradley Lake Hydroelectric Project under the terms set forth in the Power

Sales Agreement (a copy of which is attached to this agreement);

       WHEREAS, Assignor has used the electric power purchased from the Bradley

Lake Project on behalf of HEA, as well as power from other sources, to provide

the wholesale power needs of HEA pursuant to the terms of a wh