PARTIAL ASSIGNMENT OF BRADLEY LAKE HYDROELECTRIC PROJECT AGREEMENT FOR THE WHEELING OF ELECTRIC POWER AND FOR RELATED SERVICES

                              PARTIAL ASSIGNMENT OF

                       BRADLEY LAKE HYDROELECTRIC PROJECT

                  AGREEMENT FOR THE WHEELING OF ELECTRIC POWER

                            AND FOR RELATED SERVICES

         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 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 Bradley Lake Hydroelectric Project Agreement for the

Wheeling of Electric Power and Related Services ("Services Agreement"), wherein

Chugach agreed to provide, and Assignor, GVEA, ML&P, SES, HEA and MEA agreed to

purchase, under the terms set forth in the Services Agreement (a copy of which

is attached to this agreement), wheeling, storage and energy purchase services;

         WHERRAS, Assignor has the right to avail itself, under

appropriate circumstances of the wheeling, storage and energy purchase services

provided by Chugach under the Services Agreement to provide the wholesale power

needs of HEA pursuant to the terms of a wholesale power agreement between

Assignor and HEA;

         WHEREAS, Assignee has obtained from the Regulatory Commission of

Alaska ("RCA") a certificate of public convenience and necessity to serve as the

wholesale power provider of HEA;

         WHEREAS, Assignee and Assignor also have obtained approval by

the RCA of a new wholesale power agreement between Assignee and HEA under which

Assignee will serve the wholesale power needs of HEA, and rescission of the

current wholesale power agreement between Assignor and HEA;

         WHEREAS, Assignor intends to transfer the majority of its assets

held for the benefit of HEA to Assignee; and

         WHEREAS, the Services Agreement is by its terms assignable with

the consent of the parties to that Services Agreement, and Assignee desires to

acquire certain of the rights and is willing to assume the obligations of

Assignor for the merit of HEA under the Services Agreement.

         NOW, THEREFORE, the parties agree as follows:

1.       Assignor assigns to Assignee such of Assignor's rights, interest

         and duties in the Services Agreement as are held or owed by or on

         behalf of Assignor for the benefit of HEA.

Assignment - Services Agreement

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2.       Assignee assumes and covenants to perform all the obligations of

         Assignor owed on behalf of HEA under the Services Agreement, and