Exhibit (10)(i)80)
THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.


                          AMENDMENT II TO THE AGREEMENT
                        FOR THE SALE AND PURCHASE OF COAL


            THIS AMENDMENT  ("AMENDMENT"),  dated as of November 1, 1998 TO THAT
AGREEMENT  ("AGREEMENT") FOR THE SALE AND PURCHASE OF COAL made and entered into
as of the 1st day of December 1996 and as AMENDED ("AMENDMENT I") ON November 1,
1997 by and between  CENTRAL  HUDSON GAS & ELECTRIC  CORPORATION,  (herein-after
referred to as "BUYER") and INTER-AMERICAN COAL N.V.,  (hereinafter  referred to
as "PRODUCER") and INTER-AMERICAN COAL, INC., (hereinafter referred to as "SALES
AGENT").  PRODUCER and SALES AGENT are hereinafter  collectively  referred to as
"SELLER".

                                   WITNESSETH:

            WHEREAS,  Article VI of Amendment I of the  AGREEMENT  provides that
beginning July 1, 1998, BUYER and SELLER shall commence good faith  negotiations
with respect to the price of coal for the next Contract Year; and

            WHEREAS, notice was duly given and BUYER and SELLER
entered into good faith negotiations; and

            WHEREAS,  after  completion  of good faith  negotiations,  BUYER and
SELLER desire to amend the AGREEMENT to provide for the



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pricing of coal and certain other AGREEMENT provisions;

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
covenants set forth herein, the parties hereto agree as follows:

            ARTICLE II (TERM OF AGREEMENT),  ARTICLE IV (SPECIFICATION & QUALITY
& WEIGHT),  ARTICLE VI (BASE  PRICE) and  ARTICLE VII  (ADJUSTMENT  IN PRICE FOR
QUALITY) of AMENDMENT I of the AGREEMENT shall be respectively  amended in their
entirety  and  ARTICLE III  (DELIVERIES)  of the  AGREEMENT  shall be amended as
indicated, all to read as follows:

                                   ARTICLE II
                                TERM OF AGREEMENT

            The  Term of this  AGREEMENT  shall  be for  the  period  commencing
January 1, 1997 and continuing until midnight,  December 31, 2001, unless sooner
terminated as provided for herein. This AGREEMENT shall terminate automatically,
without further obligation or liability to either party, except for payments for
coal delivered, at the end of the Term.

          In recognition of the pending Auction of the Danskammer

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Generating Station,  and to provide the new ownership with maximum  flexibility,
Seller  agrees to forgo  deliveries  under this  AGREEMENT in Contract Year 2001
upon six months advance notice from the New Owners.

                                   ARTICLE III
                                   DELIVERIES

            Section 1. Quantities/Delivery  Schedule: Except for as provided for
below, the quantity of coal sold and purchased hereunder shall be a Firm tonnage
of 300,000  Metric Tons (+ or - 10%) per year. In addition,  there will be up to
60,000 Metric Tons (+ or - 10%) per year called  Incremental  Tonnage which will
be sold and purchased  hereunder  provided  that the delivered  cost per million
Btu's of oil, natural gas or spot coal usable at Buyer's Danskammer Plant or the
equivalent  price of replacement  electric  energy  exceeds the applicable  Base
Price of coal in delivered cost per million Btu's at appropriately  applied heat
rates.

       The Sales Agent/Seller will assume that one Vessel per month of a nominal
30,000 Metric Tons (+ or - 10%) will be shipped under this Agreement.  The third
Vessel in the first and fourth quarter will deliver Incremental Tonnage provided
(1)

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Buyer requires the tonnage and (2) Buyer and Seller have agreed on the price for
said tonnage as per the notification procedure described herein.

            On or before  the the  first day of the  Notice  Month,  Buyer  will
provide to Seller the fifteen (15) day  delivery  window for each Vessel for the
following  quarter  as well as a notice of the  Incremental  Price for the third
Vessel to be shipped if the schedule is for the first or the fourth quarter. The
Seller is obligated to deliver Incremental Tonnage quoted at the Base Price . On
the first working day of each month of the quarter or fifteen (15) days prior to
each  Vessel's ETA,  whichever is sooner,  the lay days will be reduced to a ten
(10) day window and fifteen  (15) days prior to ETA the lay days will be reduced
to a seven (7) day window. Vessel's ETA will be narrowed by the Vessel owner.

            Seller will provide  notice to the Buyer on or before the  fifteenth
day of the Notice Month as to whether Incremental Tonnage will be shipped at the
quoted price.  If the Seller accepts the quoted price,  the coal will be shipped
as  scheduled,  with the  Incremental  tonnage at the quoted  price and the Firm
tonnage  at the Base  Price.  The  Seller  reserves  the  right to re- offer any
unshipped Incremental Tonnage to the Buyer at another time in the ensuing twelve
(12) months (commencing with the

                                       4

<PAGE>
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED
AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.


quarter during which the unshipped Incremental Tonnage would otherwise have been
shipped)  at the Base  Price.  In each such  instance,  Buyer will then have the
option to accept that Incremental Tonnage or permanently cancel that Incremental
Tonnage.

            Section 3.  Delivery  Schedule  Limitations:  All Firm  Tonnage in a
quarter will be delivered before any Incremental Tonnage is delivered. Both Firm
and  Incremental  Tonnage can be delivered  during the same quarter,  but Seller
will not be obligated to deliver more than three (3) 30,000 Metric Ton shipments
of coal during any one quarter,  unless otherwise mutually agreed. There will be
a minimum of fifteen (15) calendar days between shipment  releases from the Load
Port unless otherwise mutually agreed.

            Section 9.1 Vessel  Failure to  Discharge  at Minimum  Rate:  Should
Seller's Vessel fail to offload cargo at a minimum rate of X,XXX Metric Tons per
hour,  Buyer  shall  receive  a  reduction  of U.S.  $ .XX per NT for each NT so
delivered  by said  Vessel.  This  reduction  is over and above  any  allowances
previously provided herein.


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<PAGE>
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED
AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.


                                   ARTICLE IV
                        SPECIFICATION & QUALITY & WEIGHT

            Section 1.     Origin: The coal shall be from the
Producer's operations as per the component blends indicated and
meet the specifications as per Attachment I:

                            Blend A     Blend B    Blend C
            Santander         70%         100%       50%
            Mina Norte         0%           0%       30%
            Tachira           30%           0%       20%

            If the coal  blend of the  shipment  is  within  a X%  deadband  per
component  (ie: for a XX% component  blend the deadband  would be XX.X% to XX.X%
inclusive)  there  will be no  adjustment  to the  Base  Price  or the  accepted
Incremental Price. The Base Price and the accepted Incremental Price will not be
increased  unless Central  Hudson  requests a change to the desired blend of the
delivery  which,  on actual  loading,  falls  outside the above  ranges.  The X%
deadband methodology shall also be used if a replacement blend is requested.  If
the coal blend is outside of the X% deadband  the Base Price will be adjusted to
the actual weighted blend using the rates as per Attachment III. The Incremental
Price will be adjusted by; (1)adjust the Base Price,(2) reduce the result by the
differential per NT between the Base Price and the accepted Incremental Price.


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<PAGE>
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED
AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.


                                   ARTICLE VI
                                   BASE PRICE

            Section 1. The Base Price for coal  shipped  under the terms of this
Agreement will be $XX.XX DES per NT for Blend A , $ XX.XX per NT for Blend B and
$ XX.XX per NT for Blend C for the Contract  Year 1999.  Buyer has requested and
Seller has agreed to ship  Blends A & B in  contract  year 1999  however  Seller
reserves  the  option to ship  Blend C in the event  that coal  stocks or vessel
availability make Blends A & B untenable.

            Section 2. On or before  July 1, 1999,  Buyer and Seller  will enter
into  negotiations  to fix the Base Price for coal  delivered  hereunder for the
ensuing  year.   This   Agreement  will  terminate  on  December  31,  1999,  if
negotiations for the following year have not been completed by October 1.


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<PAGE>
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED
AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.



                                   ARTICLE VII
                         ADJUSTMENT IN PRICE FOR QUALITY

            Section 3. Adjustment for Ash Value:  The Price to be paid to Seller
by Buyer is based upon coal with an ash  content  (Ash  Value) of XXXXX  percent
(X%) by weight of the "as  received"  analysis of the coal.  If the Ash Value is
between X.X% and X.X%,  there will be no  adjustment  for Ash Value.  If the Ash
Value is less than  X.X%,  then a premium  of $.XXX per net ton shall be paid to
Seller for each .X% Ash Value  variation below X.X%. If the Ash Value is greater
than X.X%, then a penalty of $X.XXX per net ton shall be deducted from the Price
for each .X% Ash Value variation in excess of X.X%.





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            IN WITNESS  WHEREOF,  each party hereto has caused this AGREEMENT to
be executed in its behalf by its proper officer thereunder duly authorized,  all
as of the day and year first above written.


BUYER:            CENTRAL HUDSON GAS & ELECTRIC CORPORATION


BY:                  /s/ Allan R. Page
                    ______________________
                      Allan R. Page
                   Executive Vice President
                Energy Resources and Development


PRODUCER:         INTER-AMERICAN COAL N.V.


BY:                 /s/ Marcel L. J. van den Berg
               _______________________________________________
                        Marcel L. J. van den Berg
ITS:              President and Chief Executive Officer



SALES AGENT:                  INTER-AMERICAN COAL, INC.


BY:                 /s/ Marcel L. J. van den Berg
               _______________________________________________
                        Marcel L. J. van den Berg
ITS:                            President




                                       9
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                                                      Attachment III
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED
AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.





Base Price/Blend:



    Component                  $/MMBtu             Min %               Max %
    ---------                  -------             -----               -----
Mina Norte                      $X.XX                0                   30

Norte de Santander              $X.XXX              50                  100

Tachira                         $X.XXX               0                   30



Weighted  Prices  per short ton  determined  using  the  above  $/MMBtu  and the
guaranteed contract Btu/Lb.