RAILROAD TRANSPORTATION CONTRACT
                                  CSXT-C-82011
                     SUBJECT TO 49 USC ss.10502 or ss.10709

         This  Railroad  Transportation  Contract  (Contract)  is by and between
GREEN  POWER  KENANSVILLE,  LLC,  (Industry)  whose  address  is P. O.  Box 809,
Kenansville,  NC, 28349; and CSX  TRANSPORTATION,  INC., (Carrier or CSXT) whose
address is 500 Water Street, Jacksonville, FL 32202.

         1.  EFFECTIVE  DATE AND TERM:  This  Contract  shall take  effect as of
October 15, 2002 and shall have a term  (Contract  Term)  through and  including
December 31, 2007.

         2. INCORPORATION OF DOCUMENTS:  Except when in conflict,  this Contract
incorporates  all  tariffs,   exempt  circulars,   price  lists,   statutes  and
regulations  that would apply if this Contract did not exist,  as of the date of
shipment  tender.  The other  provisions of this Contract control in case of any
conflict without limitation.

         3. TRANSPORTATION  PARTICULAR:  Carrier agrees to provide rail Contract
carriage  transportation  service with reasonable dispatch for Industry pursuant
to the following particulars:

              Commodity:            Bituminous Coal

              STCC No.:             11 212 90

              Car Type:             Bottom Drop Hoppers
                                    (Railroad Owned or Leased)

              Origin Rate                     Rates
              Districts(1)                  Per Net Ton
              ------------                  -----------
              Kanawha                         $23.00
              Big Sandy                       $22.50
              Hazard                          $23.75
              Jellico/Middlesboro             $21.75

         (1)      CSXT Rate Districts as defined in CSXT 8200 Series.

         Destination:      Warsaw, NC (for furtherance
                           by truck to Kenansville, NC)

         Route:            CSXT Direct

         Minimum Wt.:      Minimum weight per car shall be
                           as provided in Tariff CSXT 8200 Series.

         Weights:          Origin or railroad weights applicable.

         Minimum
         Shipment:         10 Car Blocks






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                                                                    CSXT-C-82011

         4. VOLUME: Industry agrees that it will tender or receive the following
shipments during each Contract Year.

         95%  of  all  shipments  of  Commodity  from  Origin  to   Destination,
         regardless of transportation mode.

         5.  CERTIFICATE  AND PAYMENT:  Within thirty (30) days after the end of
the  applicable  Calendar  Year,  Industry shall provide CSXT with a certificate
showing the applicable  tonnage/carloads  received at Destination,  the tonnage/
carloads  transported by CSXT and payment of applicable  liquidated  damages: if
any are due. CSXT auditors may inspect Industry's records during normal business
hours at its own expense to verify compliance.

         6  LIQUIDATED  DAMAGES:  If  Industry  fails to comply  with the Volume
paragraph, Industry agrees to pay Liquidated Damages to Carrier in the amount of
$5.00 per net ton times the shortfall tonnage.

         7.  PAYMENT:  Industry  has been  approved  for Credit  pursuant to the
Application  for Credit  Agreement  (the  "Credit  Agreement")  between CSXT and
Industry.  Industry  agrees to pay all rates and charges  that accrue under this
Contract to CSXT, regardless of whether shipments are prepaid or collect, within
fifteen  (15)  calendar  days of the date of each bill.  Failure to make  timely
payment  shall  result in the  imposition  of finance  charges  pursuant to CSXT
Tariff  8200  Series.  Payment  will be  made  in  accordance  with  CSXT's  ACH
Electronic Fund Transfer Agreement (the "Transfer Agreement"). The provisions of
the Transfer Agreement,  the Credit Agreement (each as amended or succeeded from
time to time)  are  acknowledged  by  Industry  and are  incorporated  herein by
reference.  CSXT may at any time terminate  these credit  provisions and require
payments in advance for future shipments. If Industry fails to pay all rates and
charges as required by this  paragraph,  CSXT may, at CSXT's  option,  cancel or
suspend this Contract or the Credit  Agreement or both.  In any payment  dispute
with Carrier,  Industry will pay that portion of the bill not in dispute and the
remaining  portion will be resolved pursuant to Section 19. Industry may not set
off any payment due under this Contract against any disputed payment amount with
Carrier.

         8. RATE ADJUSTMENT:  The Rates will be adjusted on a quarterly basis to
account for changes in the  Forecasted  Rail Cost  Adjustment  Factor  (FRCAF-U)
(Unadjusted for Productivity), as determined by the Surface Transportation Board
(STB).  The first adjustment shall be made as of April 1, 2003, and each quarter
thereafter  during the Contract Term. The quarterly  adjustment factor beginning
April 1, 2003 and each  quarter  thereafter,  will be  derived by  dividing  the
FRCAF-U  (Unadjusted for Productivity) Index for the latest available quarter by
the same index for the previous quarter with both index numbers using the latest
base  available.  The quarterly  adjustment  factor will be rounded to the third

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                                                                    PAGE 3
                                                                    CSXT-C-82011

decimal  place.  In percentage  terms,  this is to the nearest  one-tenth of one
percent.  The  rates,  however,  may not go  below  the  level  in  place on the
Effective  Date of this  CONTRACT.  In the event the Quarterly  Rate  Adjustment
calculation  would  result in Rates) below the Rates) on the  Effective  Date of
this  Contract,  then such  Rates)  will not be  decreased  below  the  Contract
Effective Date Rate(s).  In that event, such Rates) shall not be increased until
the  Quarterly  Rate  Adjustment  for  any  quarter  is a  positive  number  and
eliminates  any decrease in Rates) below the Contract  Effective  Date  Rate(s).
Should the  Association  of American  Railroads,  Surface  Transportation  Board
(STB), rebase/recalculate the RCAF-U index during the term of this Contract, the
rebased/recalculated  series will be used to calculate the quarterly  adjustment
for the rates in this Contract. If the RCAF-U is discontinued,  the parties will
negotiate in good faith to agree upon a substitute provision. If no agreement is
reached within 30 days after negotiations start Carrier may cancel this Contract
on thirty (30) days' notice.

         The following formula illustrates the calculations.

2nd QTR Current Year'- 1st QTR Current Year = Adjustment Factor
-------------------------------------------
                1st QTR Current Year

         This  rate  adjustment  is in lieu of fuel  surcharges  in CSXT  Tariff
8100(Merchandise)/8200(Coal) Series.

         9. BILL OF LADING: The nonconflicting provision of the Uniform Straight
Bill of Lading (Bill of Lading) are incorporated  herein by reference.  Industry
will add the following to each Bill of Lading:

                       "Subject to Contract CSXT-C-82011."

         10. DAMAGE  CLAIMS:  Any claims for loss,  damage or delay to Commodity
shipments shall be governed by the same provisions  contained in 49 USC ss.11706
and 49 CFR ss.1005.

         11. AGENT:  For purposes of this Contract,  any third party  performing
any obligation of Industry is considered to be its agent.

         12. CAR SUPPLY: Carrier does not guarantee car supply, but will furnish
cars upon request, subject to its availability and distribution considerations.

         13.  CONFIDENTIALITY;  The provisions of this Contract are confidential
and shall not be  disclosed  to a third  party  without the consent of the other
parties except: (A) as required by statute,  regulation or court order, (B) to a
parent,  affiliate  or  subsidiary  company on a need to know  basis,  (C) to an
auditing firm that is agreeable to the confidentiality  provisions,  or (D) to a

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                                                                    CSXT-C-82011

company  acquiring this Contract as a part of an acquisition.  If this provision
is breached,  this  Contract may be terminated  upon notice.  This Contract will
inure to the successors of the parties by merger or acquisition.

         14.  FORCE  MAJEURE:  A party may be excused  from its  performance  if
prevented or delayed by the  following  force  majeure  conditions:  Act of God,
authority of law, weather impediments, fire, explosion, labor disputes, embargo,
war,  insurrection,  derailment or like causes beyond its control.  The Contract
shall be suspended but not extended during the force majeure  period.  The party
claiming  force majeure shall notify all other parties as soon as practical upon
the beginning and ending of the force majeure period.

         15. MISCELLANEOUS:

         o Any Origin or Destination is automatically deleted without penalty or
liability from this Contract on the date of abandonment by Carrier.

         o If the  Origin or  Destination  is sold or leased to a new  operator,
this Contract will continue, but only if it is assumed by the new operator.

         o No transit, diversion or reconsignment privileges apply.

         o This contract may not be used in combination with any other contract,
rate or service unless otherwise provided herein.

         o Any waiver of any  provision  in this  Contract  must be in  writing.
Failure to enforce is not a waiver.

         o Any claim for  overcharges or  undercharges  must be filed within one
year from the date of the applicable Bill of Lading.  Claims of less than $35.00
per car will not be allowed.

         o Unless  replaced by an amendment  or new  contract  that is agreed to
prior  to  the  termination  date  of  this  Contract,  all  shipments  tendered
thereafter shall be billed and paid at the applicable tariff or circular rate.

         16.  COAL  USE:  Commodity  transported  by  Carrier  pursuant  to this
Contract must be for consumption at Industry or Industry's affiliates.

         17.  CRITICAL  VENDOR:  In the event  Industry  files  for  bankruptcy,
voluntary or otherwise,  Industry  agrees to identify  Carrier to the court as a
critical  vendor  with all status and  priorities  afforded  any other  critical
vendors to Industry.

         18. SUCCESSION: This Agreement and the obligations created herein shall
inure to the benefit of and be binding in all


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                                                                    PAGE 5
                                                                    CSXT-C-82011

respects on the successors and assigns of each of the Parties.

         19.  ENTIRE   UNDERSTANDING:   This  Contract   represents  the  entire
understanding of the parties, may not be modified without their written consent,
shall be construed (except for matters referring to federal laws or regulations)
according to the laws of the State of Florida and has been  executed by the duly
authorized representatives of the parties.

GREEN POWER KENANSVILLE, LLC                      CSX TRANSPORTATION, INC.

BY: /s/ Stephen M. Miller                         BY: /s/ Dennis L. Damron
   -----------------------------                     ---------------------------

Title: Vice President Operations                  Title: Vice President
      --------------------------                        ------------------------

Date: 2/6/03                                      Date: 2/25/03
     ---------------------------                       -------------------------