SECURITY AGREEMENT
                               ------------------

         THIS SECURITY  AGREEMENT,  dated as of the 12th day of September,  2002
(this "Security Agreement"), is made by and among:

         GREEN POWER ENERGY HOLDINGS LLC, a Delaware limited liability  company,
and COGENTRIX EASTERN CAROLINA,  LLC, a North Carolina limited liability company
each with an address at 3212 Wickford  Road,  Wilmington,  North  Carolina 28409
(collectively, the "Debtor"), jointly and severally; and

         COGENTRIX OF NORTH CAROLINA, INC., a North Carolina corporation with an
address at 9405  Arrowpoint  Boulevard,  Charlotte,  North  Carolina  28273 (the
"Secured Party").

                                    RECITALS:
                                    ---------

         A. The Debtor, as buyer, and the Secured Party, as seller,  are parties
to  a  Securities  Purchase  Agreement  dated  August  9,  2002  (the  "Purchase
Agreement,"  and  together  with  the  Security   Agreement,   the  "Transaction
Documents").

         B. The  Purchase  Agreement  requires  the  Debtor  to enter  into this
Security  Agreement,  and it is a condition to the Secured  Party's  obligations
under the Purchase Agreement that the Debtor enter into this Security Agreement.

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I
                                   Definitions
                                   -----------

         1.01 The term  "Debtor's  Liabilities"  wherever  used in this Security
Agreement shall mean all liabilities and  indebtedness of any and every kind and
nature,  heretofore,  now or hereafter owing,  arising,  due or payable from the
Debtor to the Secured Party, howsoever evidenced, created, incurred, acquired or
owing, whether primary, secondary, direct, contingent, fixed, joint and several,
joint or several  or  otherwise,  arising  under this  Security  Agreement,  the
Purchase Agreement, or any other document heretofore,  now or hereafter executed
and delivered by the Debtor to the Secured Party in connection with the Purchase
Agreement or the transactions contemplated thereby.

         1.02 The term "Collateral" means the following  properties,  assets and
rights of the Company, wherever located, whether now owned or hereafter acquired
or arising: all personal and fixture property of every kind and nature including
without limitation all goods (including inventory,  equipment and any accessions
thereto), instruments (including promissory notes), documents, accounts, chattel
paper  (whether  tangible or  electronic),  deposit  accounts,  letter-of-credit



<PAGE>

rights  (whether  or not the  letter  of  credit  is  evidenced  by a  writing),
securities and all other investment property,  supporting obligations, any other
contract  rights  or rights  to the  payment  of  money,  insurance  claims  and
proceeds,   all  general   intangibles,   tort  intangibles,   patents,   patent
applications,  trademarks,  trademark  applications,  trade  names,  copyrights,
copyright applications,  software, engineering drawings, service marks, customer
lists,  goodwill,  and all licenses,  permits,  agreements of any kind or nature
pursuant to which the Company possesses, uses or has authority to possess or use
property  (whether  tangible or intangible) of others or others possess,  use or
have  authority to possess or use property  (whether  tangible or intangible) of
the Company,  and all  recorded  data of any kind or nature,  regardless  of the
medium of recording  including,  without  limitation,  all  software,  writings,
plans,  specifications  and  schematics  and including  without  limitation  the
property described on Exhibit I hereto.

         1.03 The term  "Debtor  Relief Laws" means the  Bankruptcy  Code of the
United  States,   and  all  other  liquidation,   conservatorship,   bankruptcy,
assignment   for  the   benefit   of   creditors,   moratorium,   rearrangement,
receivership,  insolvency,  reorganization, or similar debtor relief Laws of the
United States or other applicable  jurisdictions from time to time in effect and
affecting the rights of creditors generally.

         1.04 All terms defined in the Purchase Agreement but not defined herein
shall have the meanings set forth in the  Purchase  Agreement.  All of the other
terms in this Security Agreement shall have the meanings provided by the Uniform
Commercial Code as enacted in North Carolina (the "UCC").

                                   ARTICLE II
                         Creation of Security Interest
                         -----------------------------

         2.01 To secure the  repayment of the Debtor's  Liabilities,  the Debtor
hereby grants to the Secured Party a security interest in the Collateral and all
proceeds and products thereof, including without limitation,  insurance proceeds
of the Collateral.

                                   ARTICLE III
                         Representations and Warranties
                         ------------------------------

         3.01 The Debtor  hereby  represents  and warrants to the Secured  Party
that so long as any of the Debtor's  Liabilities  remain outstanding (other than
any  such  obligations  which  by  the  terms  thereof  are  stated  to  survive
termination  of this  Security  Agreement  or the  Purchase  Agreement),  or the
Purchase Agreement remains in effect:

                  (a) The Debtor's exact legal name is as shown in this Security
Agreement and its state of formation is (and for the prior four months has been)
Delaware.  The  principal  place of business and chief  executive  office of the
Debtor is located at 3212 Wickford Road,  Wilmington,  NC 28409.  The Debtor has
not  in the  past  four  months  changed  its  name,  been  party  to a  merger,
consolidation or other change in structure or used any trade name.

                  (b) The  Debtor  is the  legal  and  beneficial  owner  of the
Collateral and the Debtor has the right to pledge,  sell, assign or transfer the
Collateral.


                                       2
<PAGE>

                  (c) This Security  Agreement creates a valid security interest
in favor of the Secured Party in the Collateral and, when properly  perfected by
filing or otherwise,  shall constitute a valid first priority  security interest
in the Collateral.

                  (d) All Chattel Paper  describing,  evidencing or constituting
Collateral is, to the Debtor's knowledge, complete, valid and genuine.

                  (e) This Security Agreement has been duly authorized, executed
and  delivered  by the  Debtor  and  constitutes  a  legal,  valid  and  binding
obligation of the Debtor  enforceable  in accordance  with its terms,  except as
such  enforcement may be limited by applicable  bankruptcy or insolvency laws or
by general principles of equity


                                   ARTICLE IV
                                    Covenants
                                    ---------

         4.01  The  Debtor  covenants  that,  so  long  as any  of the  Debtor's
Liabilities  remain  outstanding  (other than any such obligations  which by the
terms thereof are stated to survive  termination  of this Security  Agreement or
the Purchase Agreement), or the Purchase Agreement remains in effect, the Debtor
shall:

                  (a) Defend the  Collateral  against  the claims and demands of
all other parties claiming an interest therein and keep the Collateral free from
all liens.  The Debtor  shall not sell,  exchange,  transfer,  assign,  lease or
otherwise dispose of the Collateral or any interest therein.

                  (b) If any amount  payable under or in connection  with any of
the  Collateral  shall be or become  evidenced  by any  instrument  or  tangible
chattel paper,  the Debtor shall ensure that such instrument or tangible chattel
paper is either in the possession of the Debtor at all times or, if requested by
the  Secured  Party to perfect its  security  interest  in such  Collateral,  is
delivered to the Secured  Party duly  indorsed in a manner  satisfactory  to the
Secured  Party.  The Debtor  shall  ensure  that any  Collateral  consisting  of
tangible  chattel paper is marked with a legend  acceptable to the Secured Party
indicating the Secured Party's security interest in such tangible chattel paper.

                  (c) Not,  without  providing  thirty  (30) days prior  written
notice to the Secured Party and without filing such amendments to any previously
filed  financing  statements  as the  Secured  Party may  require  (i) alter its
corporate  existence or, in one transaction or a series of  transactions,  merge
into or consolidate with any other entity,  or sell all or substantially  all of
its assets,  (ii) change its state of formation  or (iii) change its  registered
name.

                  (d) Upon reasonable  notice,  and during  reasonable hours, at
all times allow the Secured  Party or its  representatives  to visit and inspect
the Collateral.

                  (e) The Debtor hereby  authorizes the Secured Party to prepare
and file  such  financing  statements  (including  continuation  statements)  or
amendments  thereof or supplements  thereto or other  instruments as the Secured


                                       3
<PAGE>

Party may from time to time deem necessary or appropriate in order to perfect or
maintain the security  interests granted hereunder in accordance with the UCC or
the  Uniform  Commercial  Code as enacted in any other  jurisdiction,  including
financing statements that indicate the Collateral as all assets of the Debtor or
words of similar effect, regardless of whether any particular asset comprised in
the Collateral  falls within the scope of Article 9 of the UCC. The Debtor shall
also execute and deliver to the Secured Party such  agreements,  assignments  or
instruments  (including affidavits,  notices,  reaffirmations and amendments and
restatements of existing  documents) as the Secured Party may reasonably request
and do all such other things as the Secured Party may reasonably  deem necessary
or  appropriate  (i) to  ensure to the  Secured  Party  its  security  interests
hereunder, (ii) to consummate the transactions contemplated hereby, and (iii) to
otherwise  protect  and assure  the  Secured  Party of its rights and  interests
hereunder.  To that end, the Debtor hereby  irrevocably  makes,  constitutes and
appoints  the Secured  Party,  its nominee or any other  person whom the Secured
Party may designate,  as the Debtor's  attorney-in-fact  with full power and for
the  limited  purpose  to sign in the name of the  Debtor  any such  notices  or
similar  documents which in the Secured Party's  reasonable  discretion would be
necessary, appropriate or convenient in order to perfect and maintain perfection
of the security interests granted  hereunder,  such power, being coupled with an
interest,  being and remaining  irrevocable so long as the Purchase Agreement is
in effect or any amounts payable thereunder,  or any of the Debtor's Liabilities
shall remain outstanding.  The Debtor hereby agrees that a carbon,  photographic
or other reproduction of this Security Agreement or any such financing statement
is sufficient  for filing as a financing  statement by the Secured Party without
notice  thereof  to the  Debtor  whenever  the  Secured  Party  may in its  sole
discretion  desire to file the same.  In the event for any reason the law of any
jurisdiction  other  than  North  Carolina  becomes  or  is  applicable  to  the
Collateral  or any part  thereof,  or to any of the  Debtor's  Liabilities,  the
Debtor  agrees to execute and deliver  all such  instruments  and to do all such
other  things  as the  Secured  Party in its sole  discretion  reasonably  deems
necessary or appropriate to preserve, protect and enforce the security interests
of the  Secured  Party  under the law of such other  jurisdiction  (and,  if the
Debtor shall fail to do so promptly upon the request of the Secured Party,  then
the Secured Party may execute any and all such requested  documents on behalf of
the Debtor pursuant to the power of attorney  granted  hereinabove).  The Debtor
agrees to mark its books and  records to reflect  the  security  interest of the
Secured Party in the Collateral.

                  (f) The Debtor  shall  execute  and  deliver  all  agreements,
assignments,  instruments  or other  documents  as  reasonably  requested by the
Secured Party for the purpose of obtaining and  maintaining  control  within the
meaning  of the  UCC  with  respect  to any  collateral  consisting  of  deposit
accounts, investment property, or electronic chattel paper.

                  (g) If any  Collateral  is at any  time in the  possession  or
control of a warehouseman,  bailee or any agent or processor of the Debtor,  (i)
notify the  Secured  Party of such  possession,  (ii)  notify such person of the
Secured Party's security interest in such collateral, (iii) instruct such person
to hold such  collateral  for the  Secured  Party's  account  and subject to the
Secured Party's instructions, and (iv) obtain an acknowledgment from such person
that it is holding such Collateral for the benefit of the Secured Party.



                                       4
<PAGE>

                  (h) The  Debtor  shall  maintain  with  financially  sound and
reputable  insurance  companies  not  affiliated of the Debtor,  insurance  with
respect  to its  properties  and  business  against  loss or damage of the kinds
customarily  insured against by Persons engaged in the same or similar business,
of such types and in such amounts  standards as are  customarily  carried  under
similar  circumstances  by such other Persons and providing for not less than 30
days'  prior  notice  to the  Administrative  Agent  of  termination,  lapse  or
cancellation of such insurance. The Debtor shall provide evidence to the Secured
Party,  upon the request of Secured  Party,  that all  insurance  required to be
maintained  pursuant to this  Security  Agreement  has been  obtained  and is in
effect.


                                    ARTICLE V
                                Events of Default
                                -----------------

         5.01  Any one of the  following  events  will  constitute  an  Event of
Default hereunder (an "Event of Default"):

                  (a)  Non-Compliance.  Failure by the Debtor to comply with the
terms and  conditions  of this  Security  Agreement,  which failure is not cured
within thirty (30) days after written notice thereof from the Secured Party; or

                  (b)  Non-Payment.  Failure  by the  Debtor  to pay any  amount
payable hereunder or under the Purchase Agreement.

                  (c)  Specific  Covenants.  The  Borrower  fails to  perform or
observe any term, covenant or agreement contained in Article IV of this Security
Agreement.

                  (d)  Representations   and  Warranties.   Any  representation,
warranty, certification or statement of fact made or deemed made by or on behalf
of the Debtor herein, in the Purchase Agreement, or in any document delivered in
connection  herewith or therewith  shall be incorrect or misleading when made or
deemed made; or

                  (e)  Cross-Default.  (i) The  Debtor  (A)  fails  to make  any
payment when due under  (whether by  scheduled  maturity,  required  prepayment,
acceleration, demand, or otherwise) or (B) fails to observe or perform any other
agreement or condition required by, the Purchase Agreement.

                  (f)  Insolvency  Proceedings,  Etc. The Debtor  institutes  or
consents to the  institution of any  proceeding  under any Debtor Relief Law, or
makes an assignment for the benefit of creditors;  or applies for or consents to
the appointment of any receiver,  trustee, custodian,  conservator,  liquidator,
rehabilitator  or similar  officer for it or for all or any material part of its
property;  or  any  receiver,  trustee,  custodian,   conservator,   liquidator,
rehabilitator or similar officer is appointed without the application or consent
of such Person and the  appointment  continues  undischarged  or unstayed for 60
calendar  days;  or any  proceeding  under any Debtor Relief Law relating to any
such Person or to all or any material part of its property is instituted without
the consent of such Person and continues undismissed or unstayed for 60 calendar
days, or an order for relief is entered in any such proceeding.


                                       5
<PAGE>

                  (g) Inability to Pay Debts; Attachment. (i) The Debtor becomes
unable or admits in writing its inability or fails generally to pay its debts as
they become  due,  or (ii) any writ or warrant of  attachment  or  execution  or
similar  process is issued or levied  against  all or any  material  part of the
property of any such Person and is not released,  vacated or fully bonded within
30 days after its issue or levy.

                  (h)  Invalidity  of  Transaction   Documents.   This  Security
Agreement  or the  Purchase  Agreement , at any time after their  execution  and
delivery  and for any reason  other than as expressly  permitted  thereunder  or
satisfaction  in full of the obligations  thereunder,  ceases o be in full force
and  effect;  or the  Debtor or any other  Person  contests  in any  manner  the
validity or  enforceability  of any Transaction  Document;  or the Debtor denies
that it has  any or  further  liability  or  obligation  under  any  Transaction
Document, or purports to revoke, terminate or rescind any Transaction Document.

                                   ARTICLE VI
                                    Remedies
                                    --------

         6.01  Upon the  occurrence  of an  Event  of  Default  and  during  the
continuation  thereof,  the Secured  Party shall have, in addition to the rights
and remedies provided herein, in the Purchase  Agreement,  or by law (including,
but not limited to, the rights and remedies set forth in the Uniform  Commercial
Code of the jurisdiction applicable to the affected Collateral),  the rights and
remedies of a secured party under the UCC  (regardless of whether the UCC is the
law of the  jurisdiction  where the  rights  and  remedies  are  asserted),  and
further,  the Secured Party may, with or without judicial process or the aid and
assistance of others,  (i) enter on any premises on which any of the  Collateral
may be located and,  without  resistance  or  interference  by the Debtor,  take
possession  of the  Collateral,  (ii)  dispose  of any  Collateral  on any  such
premises, (iii) require the Debtor to assemble and make available to the Secured
Party  at the  expense  of the  Debtor  any  Collateral  at any  place  and time
designated by the Secured Party which is reasonably  convenient to both parties,
(iv) remove any  Collateral  from any such premises for the purpose of effecting
the  sale  or  other  disposition   thereof,  (v)  without  demand  and  without
advertisement,  notice,  hearing or process of law,  except where an  applicable
statute  requires  reasonable  notice of sale,  lease or other  disposition  the
Debtor hereby agrees that the sending of thirty (30)  days'notice  to the Debtor
by hand delivery or in accordance with the notice  provisions of Section 11.5 of
the Purchase Agreement,  shall be deemed reasonable notice thereof, at any place
and time or times,  sell and deliver any or all Collateral  held by or for it at
public or private sale, by one or more  contracts,  in one or more parcels,  for
cash,  upon  credit or  otherwise,  at such  prices  and upon such  terms as the
Secured Party deems  advisable,  in its sole discretion  (subject to any and all
mandatory legal  requirements)  and/or (vi) declare all amounts owing or payable
hereunder or under the Purchase  Agreement  to be  immediately  due and payable,
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby expressly waived by the Debtor. In addition to all other sums due the
Secured Party with respect to the Debtor's Liabilities, the Debtor shall pay the
Secured Party all reasonable  costs and expenses  incurred by the Secured Party,
including  but not limited  to,  reasonable  attorneys'  fees and  expenses,  in
obtaining or liquidating  the Collateral,  in enforcing  payment of the Debtor's
Liabilities,  or in the prosecution or defense of any action or proceeding by or
against the Secured Party or the Debtor  concerning any matter arising out of or


                                       6
<PAGE>

connected  with  this  Security  Agreement,   any  Collateral  or  the  Debtor's
Liabilities,  including,  without limitation, any of the foregoing arising in or
under or related to a case under the Bankruptcy Code. All amounts due under this
Section 6.01shall be payable within ten business days after demand therefor.  To
the extent the rights of notice cannot be legally waived  hereunder,  the Debtor
agrees that any requirement of reasonable  notice shall be met if such notice is
personally  served  on or sent to the  Debtor  in  accordance  with  the  notice
provisions  of Section 11.5 of the Purchase  Agreement at least thirty (30) days
before the time of sale or other event  giving rise to the  requirement  of such
notice.  The  Secured  Party  shall not be  obligated  to make any sale or other
disposition  of the  Collateral  regardless of notice having been given.  To the
extent  permitted by applicable law, the Secured Party may be a purchaser at any
such sale.  Subject to the  provisions of applicable  law, the Secured Party may
postpone  or cause the  postponement  of the sale of all or any  portion  of the
Collateral  by  announcement  at the time and place of such sale,  and such sale
may, without further notice, to the extent permitted by law, be made at the time
and place to which such sale was  postponed,  or the  Secured  Party may further
postpone such sale by announcement made at such time and place.

                  (b) In addition to the rights and remedies hereunder, upon the
occurrence  of an Event of  Default  and during the  continuation  thereof,  the
Secured Party shall have the right to enter and remain upon the various premises
of the Debtor  without  cost or charge to the Secured  Party,  and use the same,
together  with  materials,  supplies,  books and records of the Debtor,  for the
purpose of collecting and liquidating the Collateral,  or for preparing for sale
and conducting the sale of the Collateral,  whether by  foreclosure,  auction or
otherwise.  In addition,  the Secured Party may remove  Collateral,  or any part
thereof,  from such premises and/or any records with respect thereto in order to
effectively collect or liquidate such Collateral.

                  (c) In the event that the proceeds of any sale,  collection or
realization  are  insufficient to pay all amounts to which the Secured Party are
legally entitled,  the Debtor shall be liable for the deficiency,  together with
interest thereon at the Default Rate,  together with reasonable  attorneys' fees
and other  costs  with  respect  to  collecting  such  deficiency.  Any  surplus
remaining after the full payment and  satisfaction  of the Debtor's  Liabilities
shall  be  returned  to  the  Debtor  or to  whomsoever  a  court  of  competent
jurisdiction shall determine to be entitled thereto.

                                   ARTICLE VII
                                  Miscellaneous
                                  -------------

         7.01  After  acceleration  of  the  Debtor's  Liabilities,  the  Debtor
irrevocably  waives the right to direct the  application of any and all payments
(including  proceeds of Collateral) at any time or times thereafter which may be
received  by the  Secured  Party by or for the  benefit of the  Debtor,  and the
Debtor hereby irrevocably agrees that the Secured Party shall have the exclusive
right to apply and  reapply  any and all such  payments  received at any time or
times  hereafter  in  such  manner  as it  determines  in its  sole  discretion,
notwithstanding any entry upon any of its books and records.

         7.02 All notices  required or permitted to be given under this Security
Agreement shall be in conformity with Section 11.5 of the Purchase Agreement.


                                       7
<PAGE>

         7.03 This Security Agreement and any other agreements,  instruments and
documents   executed  and  delivered   pursuant  hereto  or  to  consummate  the
transactions  contemplated  hereunder  shall be  binding  upon and  inure to the
benefit of the successors and assigns of the parties hereto.

         7.04 The internal  laws and  decisions  of the State of North  Carolina
shall  govern  and  control  the  construction,   enforceability,  validity  and
interpretation of this Security Agreement.

         7.05 All  representations  and  warranties of the Debtor and all terms,
provisions, conditions and agreements to be performed by the Debtor contained in
this  Security  Agreement  and in any other  agreement,  instrument  or document
executed heretofore or concurrently  herewith by the Debtor and delivered to the
Secured  Party shall be true and  satisfied  at the time and  execution  of this
Security Agreement and shall survive the execution and delivery of this Security
Agreement and all such other agreements.

         7.06 To the  extent  that any of the  Debtor's  Liabilities  are now or
hereafter  secured by property  other than the  Collateral,  or by a  guarantee,
endorsement  or property of any other person,  then the Secured Party shall have
the right to proceed against such other property,  guarantee or endorsement upon
the  occurrence  of any Event of Default,  and the Secured  Party shall have the
right,  in the Secured  Party's  sole  discretion  to  determine  which  rights,
security,  liens,  security interests or remedies the Secured Party shall at any
time  pursue,  relinquish,  subordinate,  modify or take any other  action  with
respect thereto, without in any way modifying or affecting any of them or any of
the Secured  Party's  rights or the  Debtor's  liabilities  under this  Security
Agreement or under any other agreements.

         7.07 If any  provision of this  Security  Agreement is determined to be
illegal,  invalid or unenforceable,  such provision shall be fully severable and
the  remaining  provisions  shall  remain in full  force and effect and shall be
construed  without  giving  effect  to the  illegal,  invalid  or  unenforceable
provisions.

         IN WITNESS WHEREOF, this Security Agreement has been executed as of the
day and year first above written by the duly authorized  officers of the parties
hereto.





          THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK










                                       8
<PAGE>

                                      GREEN POWER ENERGY HOLDINGS LLC


                                      By:               /S/
                                         ---------------------------------------
                                      Printed Name: Wayne Coverdale
                                                   -----------------------------
                                      Title:President & Chief Executive Officer
                                            ------------------------------------



                                      COGENTRIX EASTERN CAROLINA, LLC


                                       By:              /S/
                                          --------------------------------------
                                       Printed Name:  C.A. Halcomb
                                       Title:  Vice President - Operations



                                       COGENTRIX OF NORTH CAROLINA, INC.


                                       By:              /S/
                                         ---------------------------------------
                                       Printed Name:  C.A. Halcomb
                                       Title:  Vice President - Operations
















                                       9
<PAGE>

                                    EXHIBIT I
                                    ---------

                                   COLLATERAL
                                   ----------

The Collateral includes the property described on the attached list.































                                       10
<PAGE>

Asset ID        Asset Description                          Asset Category
--------        -----------------                          --------------
00000047        Warsaw Motors PTL Truck                    Autos & Trucks
00000059        Jim Russ Chevy Truck                       Autos & Trucks
00000046        Vanstar Cpter Inv#4982611                  Computer Hardware
00000053        Global Linking Solut Inv#1020              Computer Hardware
00000055        Dell Computer Equip                        Computer Hardware
00000056        Dell 450k GX/L                             Co mputer Hardware
00000058        3 Cable Drops For Cpters                   Computer Hardware
00000068        Dell Performance Monitoring                Computer Hardware
00000069        Dell 800 GX 110/L 133MHZ Cache             Computer Hardware
00000070        Dell Poweredge 1300 Base 800MH             Computer Hardware
00000107        Dell PIII 866                              Computer Hardware
00000045        Ricker Tech Inv#9800105                    Computer Software
00000005        Coal Facility                              Coal Facility
00000004        Electric Plant                             Electric Plant
00000003        Car Tel & Tel                              Office Equipment
00000038        Forms&Supply Phone Answer Mach             Office Equipment
00000039        Forms & Supply Vertical File               Office Equipment
00000040        Forms&Supply Desk Chair Bookcase           Office Equipment
00000041        Forms & Supply Desk Bookcase               Office Equipment
00000042        JD Chambers Bookcases                      Office Equipment
00000043        Forms & Supply File                        Office Equipment
00000044        Mop & Bucket Floor Buffer                  Office Equipment
00000060        Contren Filing Cabinet                     Office Equipment
00000101        Reclass Office Furniture                   Office Equipment
00000002        Tarheel Tractor                            Machinery & Equipment
00000027        MMR/Wallace Lab Equipment                  Machinery & Equipment
00000029        MMR/Wallace Workbenches                    Machinery & Equipment
00000030        MMR/Wallace Speedomax 100                  Machinery & Equipment
00000031        Fischer/Porter Chlorinatior                Machinery & Equipment
00000033        Holmes Crusher Riffle Hopper               Machinery & Equipment
00000034        Industrial Supply                          Machinery & Equipment
00000035        Power Handling Lift Truck ACC              Machinery & Equipment
00000036        Fairbank Scales60x10Link Steel             Machinery & Equipment
00000037        Fairbanks Scales Pit Install               Machinery & Equipment
00000061        Panasonic Copier                           Machinery & Equipment
00000062        Detroit Stocker Ultrafd Dist               Machinery & Equipment
00000063        United Conveyor Mixer/Unloader             Machinery & Equipment
00000065        Pug Mill Additions                         Machinery & Equipment
00000066        Coal Feeders & Graters for TDF             Machinery & Equipment
00000067        Printer from EHS                           Machinery & Equipment
00000074        LB Smith L90 Loader                        Machinery & Equipment
00000076        Dataprint                                  Machinery & Equipment
00000086        Water Weights                              Machinery & Equipment



                                       11
<PAGE>


Asset ID        Asset Description                          Asset Category
--------        -----------------                          --------------
00000087        Progressive Crane                          Machinery & Equipment
00000094        Dataprint                                  Machinery & Equipment
00000095        Drayton Corp Acoustic Cleaner              Machinery & Equipment
00000096        Drayton Corp Acoustic Cleaner              Machinery & Equipment
00000097        AC Controls Inc Rosemont Analy             Machinery & Equipment
00000098        AC Controls Inc Rosemont Analy             Machinery & Equipment
00000099        Vanstar Laserjet Printer                   Machinery & Equipment
00000100        Western Carolina Forklift                  Machinery & Equipment
00000105        Machine & Welding Supply                   Machinery & Equipment
00000106        Automated External Defibrillat             Machinery & Equipment
00000051        Coal Facility Retention Basin              Plant Improvements
00000108        International Chimmney-CEM                 Plant Improvements
00000109        CEMS HARDWR,SOFTWR,                        Plant Improvements
                REGULATOR
00000110        CEMS INSTALLATION                          Plant Improvements
00000111        CEMS SYSTEM                                Plant Improvements
00000112        CEMS INSTALLATION                          Plant Improvements
00000113        Cdt for asset#00000111 (CEMS)              Plant Improvements






















                                       12
<PAGE>

                                                                        Quantity
Item            Spare Part Description                                   On Hand
----            ---------- -----------                                   -------
014830          SHOES, THRUST BEARING, ACTIVE,                              1.00
014831          SHOES, THRUST BEARING, INACTIV                              1.00
015964          BEARING, GEAR BOX, MODEL 175,                               1.00
019             BEARING, LEVER LINK, TURBINE C                             12.00
02407           BELT, DRIVE, CARMAN BRUTE FORCE FEEDER.                     2.00
032             TRIPPING DEVICE, LOW VOLTAGE B                              3.00
072407          BOARD, CONTROL, ROSEMOUNT SYST                              1.00
072408          BOARD, REGULATOR, LV, ROSEMOUN                              1.00
072731          MODULE, OUTPUT, 120V, FOR PROG                              3.00
072732          MODULE, INPUT, 120V, FOR PROGR                              7.00
072734          POWER SUPPLY, RACK, PROGRAMMAB                              4.00
072735          MODULE, OUTPUT, CONTACT, PROGR                              5.00
072736          MODULE, OUTPUT, ISOLATED, PROG                              3.00
074649          MODULE, OUTPUT, PROGRAMMABLE C                              2.00
074671          BOARD, POWER SUPPLY, GE STC CA                              3.00
074680          BOARD, MONITOR, POWER SUPPLY,                               1.00
074827          MODULE, INPUT, GE SERIES THREE                              1.00
074849          MODULE, OUTPUT, GE SERIES 1, 3                              1.00
074850          BOARD, CPU, PROGRAMMER UNIT GE                              1.00
074851          POWER SUPPLY, GE SERIES THREE                               1.00
074858          MODULE, INPUT, GE SERIES 1                                  1.00
074859          MODULE, ISOLATED, GE SERIES 1,                              1.00
074860          MODULE, INPUT, GE SERIES 3                                  2.00
074874          POWER SUPPLY, GE STC CABINET,                               1.00
076282          BOARD, CIRCUIT, TRANSMITTER, M                              1.00
076283          BOARD, CIRCUIT, TRANSMITTER, M                              2.00
076284          BOARD, CIRCUIT, TRANSMITTER, M                              2.00
076285          BOARD, CIRCUIT, TRANSMITTER, M                              2.00
076292          MODULE, SENSOR, TRANSMITTER, MODEL 1151 DP                  1.00
076341          BOARD, CIRCUIT, BASE, WITH COM                              1.00
07708           BOARD, SCAN, ROSSEMOUNT SYSTEM                              1.00
10686           KEYBOARD, ROTATING, ROSEMOUNT                               1.00
141000          WASHER, INSULATING, GENERATOR                               4.00
141006          NUT, COVERED, 2.000-8 HJ, TURB                              4.00
141007          NUT, 1.875-8 HJ, HIGH PRESSURE                              5.00
141008          NUT, 1.750-8 HJ, HIGH PRESSURE                             10.00
141010          NUT, 3.000-8 HJ, TURBINE H.P. HEAD, 35 MW.                  3.00
141011          NUT, 3.500-8 HJ, TURBINE H.P.                               2.00
141012          NUT, 4.000-8 HJ, TURBINE H.P.                               1.00
141013          STUD, HIGH PRESSURE HEAD, 35 M                              1.00
141014          NUT, HIGH PRESSURE HEAD, 35 MW                              3.00
141015          STUD, HIGH PRESSURE HEAD, 35 M                              3.00
141016          NUT, 2.250-8 HJ, HIGH PRESSURE                              3.00



                                       13
<PAGE>

                                                                        Quantity
Item            Spare Part Description                                   On Hand
----            ---------- -----------                                   -------
141017          STUD, 2.250-8 HJ, HIGH PRESSUR                              1.00
141022          PIN, VALVE GEAR ASSEMBLY, 35 M                              6.00
141023          PIN, VALVE GEAR                                            12.00
141025          NUT, LOCK, 1.00-8, VALVE GEAR                              12.00
144901          PIN, 1.0 X 3.50, VALVE GEAR ASSEMBLY, 35 MW                 1.00
144902          PIN, .75 X 3.38, VALVE GEAR ASSEMBLY, 35 MW                 1.00
15120           FILTER, ELEMENT, TURBINE LUBE                               6.00
151293          FILTER, BAG, CLOTH, TURBINE LU                             16.00
153439          CAGE, COLLECTOR BAG, GALVANIZE                             33.00
154910          CAGE, FILTER BAG, GALVANIZED,                              24.00
15827           FILTER, ELEMENT, PUMP, VACUUM,                              6.00
158281          BAG, FILTER, 100% RYTON, NEEDL                             80.00
166137          VENTURI, CINDER RETURN, 2 1/2"                              8.00
171             NOZZLE, EJECTOR, STEAM JET AIR                              2.00
172             NOZZLE, EJECTOR, STEAM JET AIR                              1.00
21210           GASKET, MONEL, SILVER PLATED,                               1.00
212121          GASKET, COPPER, CORRUGATED                                 18.00
2140            GASKET, VALVE, FISHER.                                      1.00
225822          INDICATOR, ITT BARTON, USED ON                              1.00
226307          GAUGE, PRESSURE, DIFFERENTIAL, MAIN TURBINE                 1.00
24172           RING, PISTON, FOR 3" TYPE EHD FISHER VALVE                  2.00
2433            RING, BACKUP, 8" V100 BALL VAL                              1.00
244056          RING, SEAL, VALVE, CROSBY PARV                              1.00
244896          RETAINER, DU, VALVE GEAR ASSEM                              1.00
2483            RING SEGMENT, SPILL STRIP, STA                             16.00
2484            RING SEGMENT, SPILL STRIP, STA                             16.00
2485            RING SEGMENT, SPILL STRIP, STA                             18.00
2486            RING SEGMENT, SPILL STRIP, STA                             20.00
2487            RING SEGMENT, SPILL STRIP, STA                             22.00
2810            GEARBOX, COOLING TOWER, DOUBLE                              2.00
284604          REDUCER, SHAFT MOUNT, 20 HP, H                              1.00
284605          REDUCER, SHAFT MOUNT, 25 HP, H                              2.00
286             COUPLING, GEARFLEX,  I D FAN TO MOTOR                       1.00
3341            PIPE, 1", SCH. 80, A-106, GRADE B                           5.00
3342            PIPE, 1/2", SCH. 80, A-106, GRADE B                        10.00
3343            PIPE, 1/2", SCH. 160, SA-335, GRADE P-22                   22.00
33450           TUBE, REAR WATERWALL, 3" ODX.2                              1.00
33452           TUBE, REAR WATERWALL, 3" ODX.2                              2.00
33453           TUBE, REAR WATERWALL, 3" ODX.2                              3.00
33454           TUBE, REAR WATERWALL, 3" ODX.2                              1.00
33455           TUBE, REAR WATERWALL, 4" ODX.2                              1.00



                                       14
<PAGE>

                                                                        Quantity
Item            Spare Part Description                                   On Hand
----            ---------- -----------                                   -------
33457           TUBE, REAR WATERWALL, 3"ODX.20                              1.00
33460           TUBE, REAR WATERWALL, 3" ODX.2                              3.00
3360            REDUCER, CINDER RETURN, 3" TO                               1.00
33660           TUBE, WATERWALL SIDEWALLS, 3"                               1.00
33661           TUBE, WATERWALL, 3" ODX.203 MW                              1.00
33662           TUBE, WATERWALL, 3" ODX.203 MW                              1.00
33663           TUBE, WATERWALL, 3" ODX.203 MW                              1.00
33664           TUBE, WATERWALL, 3" ODX.203 MW                              3.00
33665           TUBE, WATERWALL, 3" ODX.203 MW                              1.00
33666           TUBE, WATERWALL, 3" ODX.203 MW                              1.00
33667           TUBE, WATERWALL, 3" ODX.203 MW                              1.00
33668           TUBE, WATERWALL, 3" ODX.203 MW                              1.00
33669           TUBE, WATERWALL, 3" ODX.203 MW                              1.00
33670           TUBE, WATERWALL, 3" ODX.203 MW                              1.00
33671           TUBE, WATERWALL SIDEWALLS, 3"                               1.00
35207           PUMP, MAIN LUBE OIL, BOILER FE                              1.00
353321          PUMP KIT, 3X10 DAH-14 & D4X10                               3.00
354753          KOPKIT, PULSAFEEDER PUMP, 880                               1.00
355806          PUMP KIT, MINOR KIT, #B6B-106,                              2.00
3560            PUMP KIT, LUBE OIL PUMP, IMP T                              3.00
3566            PUMP, TURBINE, HYDRAULIC, 35M                               1.00
391053          SHAFT, VIBRATOR, 34" LONG.                                  7.00
                REFRENCE DRAWING # 25B28454
3913            ELEMENT, FEED PUMP, BOILER, 3X                              1.00
392276          SHAFT, CONVEYOR, CARMAN, SERIA                              6.00
392330          SHAFT, BOILER MASTER, 1-7/16"                               1.00
392738          SHAFT, TAIL, CONVEYOR, BUNKER,                              1.00
39575           GROMMET, DRIVESHAFT, COOLING TOWER                         12.00
395872          SHAFT, WORM, PUMP, 7120 SE PUL                              3.00
396201          DRIVESHAFT, VALVE, 2" V100, HO                              1.00
396449          SHAFT, DAMPER, BAGHOUSE, GEESI                              2.00
397222          SLEEVE, RUBBER, 3/8"X8-5/8" I.                              1.00
4011            CYLINDER, HYDRAULIC, TURBINE S                              1.00
404885          ROD KIT, HYDRAULIC CYLINDER, S                              3.00
404906          SEAL KIT, ROD, HYDRAULIC CYLIN                              4.00
404929          POSITIONER, DAMPER DRIVES, WIT                              1.00
404948          ACTUATOR, UNIVERSAL, BAILEY DA                              1.00
416226          CELL,CONDUCTIVITY, MODEL #411,                              1.00
416227          CELL, CONDUCTIVITY, BECKMAN #4                              2.00
4514            TRANSFORMER, LOAD CENTERS, MOD                              2.00
482706          VALVE, SAFETY, SUPERHEATER, CR                              1.00



                                       15
<PAGE>


                                                                        Quantity
Item            Spare Part Description                                   On Hand
----            ---------- -----------                                   -------
482707          VALVE, SAFETY, DRUM, 1-1/2" H4                              1.00
482708          VALVE, SAFETY, DRUM, 1-1/2" H4                              1.00
485799          CHARGING ASSEMBLY, BLADDERS, E                              1.00
491018          PLUG, VALVE, 2.00, VALVE ASSEMBLY,                          2.00
                35 MW TURBINE.
491019          PLUG, VALVE, 2.25, VALVE ASSEMBLY,                          1.00
                35 MW TURBINE.
494869          GATE, KNIFE, 10" FABRI DUMP VA                              2.00
494887          PLATE, CLAMP, VALVE GEAR ASSEM                              3.00
494899          STEM, VALVE, VALVE GEAR ASSEMBLY, 35 MW                     1.00
495576          VALVE KIT, 1-1/2" FISHER TYPE                               2.00
522817          CABLE, LOAD CELL, SCALE MOD. 2                              2.00
5424            SPRING, SPILL STRIP, STAGE 2,8                              2.00
5425            SPRING, SPILL STRIP, STAGE 3,                              15.00
5426            SPRING, SPILL STRIP, STAGE 3,                               1.00
5427            SPRING, SPILL STRIP, STAGE 6,                              17.00
5428            SPRING, SPILL STRIP, STAGE 11,                              1.00
586001          DRUM, PULLEY, CONVEYOR BELT,                                2.00
621             SHIM, INSULATING, GENERATOR BE                              4.00
622             SHIM, THRUST, ACTIVE, 35 MW TU                              1.00
623             SHIM, THRUST, INACTIVE, 35 MW                               1.00
638669          DEFLECTOR. OIL. #1 BEARING, G.                              1.00
638670          DEFLECTOR, OIL, #2 BEARING, TU                              1.00
677184          MODULE, HOPPER HEATER, 460V, 1                              1.00
686241          SWITCH, PRESSURE, RANGE 0-200                               2.00
695801          DIAPHRAGM, RELIEF, ATM ASSEMBL                              1.00
696058          DIAPHRAGM, VALVE, SIZE 60 NBR/NYL 17E44,                    4.00
                FEED REGULATOR
696503          DIAPHRAGM, NEOPRENE, FISHER TY                              1.00
713228          THERMOCOUPLE,BOILER FEEDPUMP,                               1.00
71666           PROBE, VIBRATION, 8MM, REVERSE MOUNT,                       1.00
                .5 METER
75754           SEAL, MECHANICAL, PUMP, INGERS                              1.00
7810474         MOTOR, 125 HP, 1800 RPM, 405TS FRAME                        1.00
783067          MOTOR, 350 HP, 1200 RPM, S449SS FRAME                       1.00
784040          MOTOR, 3 HP, 1800 RPM, 182T FRAME                           1.00
784113          MOTOR,  7.5 HP, 1800 RPM, 213T FRAME                        1.00
785978          MOTOR, 200 HP, 900 RPM, FRAME 509 UP, 460 VOLT              1.00
786576          MOTOR, CHART DRIVE, SECOND, FA                              1.00
787200          MOTOR, 3 HP, 3600 RPM, L182T FRAME                          1.00
787888          MOTOR, 60/15 HP, 1800/900 RPM, FRAME 365-T,                 2.00
                460 VOLT, TYPE T




                                       16