Exhibit (10(i)81)
THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

                         TERM COAL PURCHASE AGREEMENT


                                    BETWEEN


                   CENTRAL HUDSON GAS & ELECTRIC CORPORATION


                                      AND


                                 GLENCORE LTD.























                                      CENTRAL HUDSON CONTRACT #__________


<PAGE>








                               TABLE OF CONTENTS



Article                                                                 Page

      I.    TERM OF AGREEMENT                                           2
     II.    DELIVERIES                                                  2
    III.    SPECIFICATIONS & QUALITY & WEIGHT                           7
     IV.    PAYMENT                                                     9
      V.    ADJUSTMENT IN PRICE FOR QUALITY                            10
     VI.    SAMPLING AND ANALYSIS                                      12
    VII.    CHANGES IN LAW                                             14
   VIII.    OTHER GOVERNMENTAL LEGISLATION, REGULATIONS AND ORDERS     15
     IX.    FORCE MAJEURE                                              15
      X.    EMPLOYEE INTEREST                                          16
     XI.    WAIVER                                                     17
    XII.    NOTICES                                                    17
   XIII.    GOVERNING LAW                                              18
    XIV.    FINALITY                                                   18
     XV.    TITLES                                                     18
    XVI.    INTERPRETATION                                             19
   XVII.    AGREEMENT FOR BENEFIT OF PARTIES ONLY                      19
  XVIII.    ASSIGNMENT - TERMINATION                                   19
    XIX.    COUNTERPARTS                                               20
     XX.    REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES             20




ATTACHMENT I:     ROSETON DOCK AND HUDSON RIVER LIMITATIONS


<PAGE>



            This Agreement, made and entered into as of the 1ST day of November,
1998 by and  between  Central  Hudson  Gas & Electric  Corporation  (hereinafter
referred  to as  "Buyer"),  with  its  principal  office  at 284  South  Avenue,
Poughkeepsie,  New York 12601-4879,  a New York  corporation,  and Glencore Ltd.
(hereinafter  referred  to as  "Seller"),  with its  principal  office  at Three
Stamford Plaza, 301 Tresser Boulevard, Stamford, CT 06901.


                                  WITNESSETH

            WHEREAS,  Seller has  mining  facilities  known as the  Caesar  Mine
("Operations"),  the Operations are located on lands in Colombia,  South America
and which Operations (except as hereinafter  provided) are the source of coal to
be sold and purchased  hereunder  and Seller also has a port  facility  known as
Prodeco from which the herein referenced coal will be shipped; and,

            WHEREAS, Buyer is a consumer of coal and desires to purchase coal
from Seller;and,

            WHEREAS,  the  parties  hereto  wish  to  enter  into a coal  supply
agreement based on the terms and conditions hereof.

            NOW  THEREFORE,  the  parties  hereto for good and  valuable  mutual
consideration, and intending to be legally bound, hereby agree as follows:


                                      1

<PAGE>



                                   ARTICLE I
                               TERM OF AGREEMENT

            The  term of this  Agreement  shall  be for a  period  commencing  1
January 1999 and continuing  until  midnight,  31 December  2001,  unless sooner
terminated as provided for herein.

            In recognition of the pending  Auction of the Danskammer  Generating
Station, and to provide the new owner 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 II
                                  DELIVERIES

            Section 1.  Quantities/Delivery  Schedule:  Except as  provided  for
below,  the annual  quantity of coal sold and purchased  hereunder shall be four
(4) Firm  cargoes  of 30,000  Metric  Tons (+ or - 10%) each plus two (2) Option
cargoes of 30,000  Metric Tons (+ or - 10%) each.  Delivery of all cargoes shall
be made by ocean-going  vessel during ten (10) day lay day periods  scheduled by
Buyer at least  forty  five (45) days prior to the start of the ten (10) day lay
day period. Delivery of the Option cargoes shall be subject to; (1) Buyer's need
for additional coal and (2) Seller's  acceptance of revised pricing equal to the
lower of quoted spot coal for the delivery calendar quarter, other fuel that can
be used in the Danskammer coal-burning units or the equivalent cost of purchased
energy.  Every  third  cargo  (#3 & #6) shall be an Option  cargo.  Buyer  shall
provide  pricing for the Option  cargoes when  scheduling  same and Seller shall
have ten (10)  calendar  days  thereafter  to indicate  acceptance of the Option
cargo  pricing.  Option  cargoes  will be priced at the Base Price as  specified
herein if Buyer fails to quote an Option Cargo price.

      For water-borne deliveries,  the Buyer will provide to Seller the ten (10)
day delivery  window  (Buyer's Dock) for the Vessel.  Ten (10) days prior to the
scheduled arrival,  the vessel's ETA will be reduced to a five (5) day window by
the Seller. Seller's maximum obligation under this

                                      2

<PAGE>



Agreement is six (6) cargoes  however  Seller is not obligated to load more than
one (1) cargo in a  calendar  month.  In  addition,  Seller may offer any passed
Option cargoes during the remainder of the Contract Term at a mutually agreeable
time and price.

            Buyer will be scheduling and receiving other  deliveries of coal and
oil during the  Contract  Term.  The Roseton Dock which is used for both oil and
coal  deliveries  can handle only one vessel at a time.  Therefore,  if Seller's
vessel arrives  outside of its five (5) day delivery  window and within the time
frame of another scheduled fuel delivery,  Seller will hold Buyer harmless as to
any and all demurrage charges associated with either delivery.

            Section 2. Passage of Title:  The coal sold and delivered  solely by
water to Buyer  hereunder is CIFFO Roseton Dock  (Incoterms  1990) and, title to
and  risk of loss of the coal  supplied  hereunder  shall  pass to Buyer as coal
passes from the vessel's conveyor into the receival hopper at the Roseton Dock.

            Section 3. Initial Quality  Notification:  The Parties recognize the
Buyer's need to know the quality of the coal prior to receipt of the shipment at
the Danskammer Plant. Two (2) days prior to loading,  the Seller shall submit in
writing a loading  plan which  lists the source of the coal  inventories  at the
load facility, the average (or projected) quality of each pile, and the quantity
of each pile to be loaded.  The loading plan should include a brief  description
of the method to be used to blend the coals into a homogenous  mixture  prior to
loading. The Buyer or Buyer's Agent shall have access to the Seller's facilities
to inspect the coal inventory and loading equipment and shall have the option of
collecting and analyzing  samples of the individual piles prior to loading.  The
coal blend shall be sampled in  5,000-ton  sub-lots as it is loaded and analyzed
expeditiously by a mutually agreed upon independent coal testing laboratory. The
Seller shall notify the Buyer by telephone,  telegram, or TWX of the average "as
received"  analytical  results of the shipment within 48 hours of the load date.
The additional  results (AFT,  HGI,  Ultimate  Analysis and Ash Analysis) of the
composite sample shall be reported within 72 hours.


                                      3

<PAGE>



            Section 4. Shipping  Notice:  For each  shipment of coal  hereunder,
Seller shall  promptly  mail or courier to Buyer's  Danskammer  Plant and to the
Roseton Administrative Offices,  Central Hudson Gas & Electric Corporation,  992
River Road, Newburgh,  New York 12550, a shipping notice showing weight, type of
car and number of each railway car contained in the shipment,  shipping date and
origin mine; or in the case of water-borne deliveries the B/L date,
total B/L weights, name of Vessel and ETA Roseton Dock.

            Section  5.  Delivery  by Water  Only:  Coal  delivered  under  this
Agreement by Seller is done so CIFFO the Roseton  Dock.  Prices  quoted by Buyer
and accepted by Seller include all transportation components. Coal deliveries to
the Roseton Dock can only be made in Belt Self  Unloading  Vessels that meet the
Roseton Dock and Hudson River  limitations  as described in Attachment I herein.
However,  Seller and its Agents are  responsible for the safe passage of Vessels
under their control in all waters and any  limitations  thereon,  whether or not
they are included in Attachment I.

            Buyer  will  provide  a safe  berth,  free of  wharfage  or  dockage
charges,  to which Vessels may proceed and from which they may depart, and where
they may always lie safely  afloat.  With  assistance as necessary  from Buyer's
dockside  personnel  (Buyer will  provide  shore-  side labor for line  handling
during docking/undocking  procedures),  it shall be the responsibility of Seller
to secure the Vessel to Buyer's berth prior to such discharging of coal.

            Section 6. Importer of Record: For imported coal, Seller will act as
importer of record on behalf of Buyer.  Usual and  customary  costs  incurred in
clearing cargo will be reimbursed by Buyer to Seller as per a statement from the
Customs broker.


                                      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.


            Section 7. Vessels can be berthed/deberthed  any time during the day
or night and docking/undocking will only be constrained through directions given
by the docking/undocking pilot if such a pilot is required.

            If upon arrival of the Vessel the discharge berth at Roseton Dock is
open and ready to receive the Vessel for immediate docking, Seller's vessel will
tender its notice of  readiness  to start  discharging  coal  provided  that the
Vessel is in all respects ready to start discharging coal from its conveyor boom
into Buyer's  dockside  hopper.  Buyer will receive the coal from the tip of the
Vessel's  conveyor at an average  minimum  rate of X,XXX short  tons/hour  and a
maximum rate not to exceed  X,XXX short  tons/hour.  Buyer's belt scale  results
will be used as  documentation  of the  Vessel's  unloading  rate.  In addition,
Seller will be responsible  for demurrage  charged by other vessels held out due
to Seller's  Vessel's  inability to offload at an average  minimum rate of X,XXX
short tons per hour and/or by Seller's  Vessel  arrival  outside of its five (5)
day delivery window.

            Any delays experienced  shore-side  preventing the Vessel to achieve
its X,XXX short tons/hour  average  minimum rate will count as laytime.  Allowed
laytime is defined as follows:

                  Cargo Size in Short Tons = allowed hours
                  ________________________

                   X,XXX Short Tons/Hour


            If upon arrival of the Vessel the discharge berth at Roseton Dock is
not available for immediate  docking,  Seller's Vessel will tender its notice of
readiness  WIBON,  WIFPON,  WCCON from the closest  practical safe anchorage and
laytime will start counting provided the Vessel arrives within Seller's five (5)
day delivery window and the Roseton Dock is occupied.  Subsequent  shifting time
from anchorage to berth will not count as laytime.


                                      5

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


            Section 8. If Buyer's coal unloading  system or equipment is damaged
or forced to shut down as the result of receiving foreign or oversized  material
from the vessel,  then the Seller shall be liable for any damage  and/or  delays
associated with the unauthorized delivery of this extraneous material.

Demurrage at Discharge Berth
            If after completion of discharge Buyer has used more time to receive
the entire cargo than allowed,  Buyer will  reimburse  Seller for excess laytime
used at the rate of USD $XX,XXX for each 24 hours, fractions pro rata.

            If after  completion  of  discharge  Seller  has used  more  time to
offload the entire cargo than allowed,  Seller will  reimburse  Buyer for excess
laytime used at the rate of USD $XX,XXX for each 24 hours, fractions pro rata.



                                      6

<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 III
                       SPECIFICATIONS & QUALITY & WEIGHT

            Section 1. Origin:  The coal shall be from the Caesar  (mine,  seam,
region) and shall meet the specifications herein. Coals from other sources shall
not be shipped without prior written approval of Buyer.

            Section 2.  As Received Quality Specifications: The quality of coal 
sold and purchased hereunder shall meet the following specifications:


                              Expected    Minimum      Maximum       ASTM Method
As Received:
     Moisture %                  X           --           XX           D 3173
     Volatiles %                XX           XX           XX           D 3175
     Fixed Carbon %             XX           XX           XX           D 3172
     Ash %                     X.X           --          X.X           D 3174
     BTU/LB                  XX,XXX        XX,XXX         --           D 3286

     Sulphur %                 X.XX         X.XX         X.XX        D 3177/4239
     SO2(LBS./MMBTU)           X.X           --           X.X         Calculated
     Grind (HGI)                XX           XX(1)        XX           D 409-85
     Ash Fusion (Reducing)
     (I.D., Deg. F)           X,XXX        X,XXX          --            D 1587
     Coal Fines:
      (A)  1/4" Round Hole      --           --           XX%           D 4749
      (B) 35 Mesh U.S. Standard --           --           XX%           D4749

(1) Subject to approval by Buyer.

THIS COAL SHALL BE FREE OF EXTRANEOUS MATERIAL AND SHALL HAVE A MAXIMUM TOP SIZE
OF TWO INCHES.

(A) Coal defined as zero times one quarter inch round hole.

(B) Coal fines defined as zero by 0.5 mm (35 mesh U.S. Standard sieve or 32 mesh
    Tyler sieve).


                                      7

<PAGE>



            Section 3a. Buyer's Remedies Related to Quality  Specifications:  In
lieu of any other  remedies  related to  Seller's  failure  to meet the  quality
specifications provided for herein, except for the price adjustments for quality
provided  for in Article V herein,  Buyer  shall  have the  rights and  remedies
described in this Section 3 upon Seller's  failure to deliver coal in accordance
with the specifications set forth in Sections 2 and 3 of this Article III.

            Section 3b. Buyer's Right to Reject  Individual  Shipments:  Buyer's
ability to use the coal being  dependent on the coal meeting the  specifications
set forth above,  it is agreed that Buyer shall have the right to reject any and
all  shipments  which fail to meet any of the  individual  shipment  as received
rejection limits shown below:

                     INDIVIDUAL SHIPMENT REJECTION LIMITS
                     ------------------------------------
      Sulphur (By Weight)                         0.7% Maximum
      Volatiles                                    30% Minimum
      Ash Fusion (I.D.)                        2,400 F Minimum (1)
      Grind (HGI)                                   43 Minimum
      Gross Calorific Value (BTU/LB)            12,300 Minimum
      SO2/Million BTU                         1.1 LBS. Maximum

      (1) Lower value subject to approval by Buyer.


            Seller  shall pay all  freight,  diversion,  demurrage,  testing and
other expenses in connection with any such rejected shipment, or shipments found
by Seller to be  nonconforming,  unless  such  shipment  is  accepted  by Buyer.
Furthermore,  Seller  certifies  that it will  not make  any  shipment  shown by
sampling  and  analyses  (as  provided in Article  VI) to exceed the  individual
shipment rejection limits.


                                      8

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


            Section  4.  Seller's  Duty of  Care:  Seller  shall,  at all  times
exercise  reasonable  care and  diligence  in its  efforts to ship to Buyer coal
which  conforms to the  specifications  set forth in above Section 2. Nothing in
this  Article III shall be  construed  to relieve  Seller of its  obligation  to
conduct its mining and operations in a competent  manner,  consistent  with good
industry practices, so as to produce coal which will meet the specifications set
forth above.

                                  ARTICLE IV
                                    PAYMENT

            Section 1.  Price:  The Base Price of the Firm  cargoes of coal sold
hereunder in contract  year 1999 is fixed at $XX.XX per short ton CIFFO  Roseton
Dock. Option Cargoes will be priced in accordance with ARTICLE II, Section 1.

            Section 2. On or before July 1st 1999 & 2000,  Buyer and Seller will
enter into  negotiations to fix the Base Price for coal delivered  hereunder for
the ensuing year.  Unless  otherwise  agreed,  this  Agreement will terminate on
December  31st  of the  then  current  contract  year  if  negotiations  for the
following year have not been completed by November 1st.

            Section 3.  Submission of Analysis and Weight: In addition to
Seller's notifications  provided  for in Article II,  Section 3, Seller shall
submit to Buyer the  analytical  data on said shipments from the Operations as 
obtained by the Independent Lab(s) for each shipment within five days after each
shipment.

            For rail only  deliveries,  the  Buyer  shall  submit to Seller  the
certified  weights  within five (5)  working  days after the  certified  weights
become available.

            For  rail/water  deliveries,  the Seller  shall  submit to Buyer the
certified  rail weights  provided by the origin  carrier within five (5) working
days after the certified weights become available.

                                      9

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


            For water only  deliveries,  the weight of coal sold hereunder shall
be determined by an Independent  Marine Survey(s) of the Vessel at the Load Port
or by Independent Marine Survey (s) at Buyer's Discharge Port if Seller's Vessel
has multiple  Discharge  Ports.  The Buyer,  Seller or their Agents  reserve the
right to witness any or all Marine Surveys.

            Section 4. Invoice:  Thereafter,  an invoice for any adjustments for
quality as hereinafter  defined,  and all coal shipped from the Operations based
on weights  determined in accordance with Article IV Section 2 will be submitted
by the Seller to the Buyer.  The coal  shipped  will be invoiced at the Price as
defined in ARTICLE IV, Section 1.

     Section  5.  Taxes:  All taxes due on Vessel or cargo in  Colombia  are for
Seller's  account.  All taxes due on cargo in U.S.A.  upon transfer of title per
Incoterms (1990) are for Buyer's account.

Section 6. Vessel Costs: All usual and customary Vessel costs, including but not
limited to docking, are for the account of the Seller (i.e., pilots, tugs).

     Section 7. Payment:  Buyer shall make payment to Seller within fifteen (15)
calendar  days from Bill of Lading  Date.  There shall be no discount  for early
payment.

            Payment shall be made by wire transfer as directed by Seller.


                                   ARTICLE V
                        ADJUSTMENT IN PRICE FOR QUALITY

            Section 1. BTU Value  (Gross  Calorific  Value As  Received  Basis -
BTU/LB):  The Price to be paid to Seller by Buyer is based upon coal with XX,XXX
BTU/LB heat content (BTU Value) for each net ton of coal in each  shipment.  The
BTU Value of the coal sold hereunder may

                                      10

<PAGE>

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

vary, and the Price for such coal shall be adjusted to compensate for variations
in BTU Value, as described below.

            Section 2.  Adjustment  for BTU Value:  If the BTU Value of the coal
shipment is between  XX,XXX BTU/LB and XX,XXX BTU/LB there will be no adjustment
for BTU Value variation.  If the BTU Value is less than XX,XXX BTU/LB or greater
than  XX,XXX  BTU/LB,  the Price for a shipment  shall be  adjusted,  based upon
variations from the XX,XXX BTU/LB BTU Value, as follows:

            [a] For a coal shipment with a BTU Value greater than XX,XXX BTU/LB,
a premium  shall be paid by Buyer to Seller at the rate of $X.XX per 100 BTU/LB,
fractions pro rata;

            [b] For a coal shipment with a BTU Value less than XX,XXX BTU/LB but
greater than XX,XXX  BTU/LB,  a penalty  shall be deducted from the Price at the
rate of $X.XX per 100 BTU/LB, fractions pro rata below XX,XXX BTU/LB.

            Section 3. Adjustments 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 ton shall be paid to Seller
for each X.X% Ash Value  variation  below X.X%. If the Ash Value is greater than
X.X% but less than X% then a penalty of $.XXX per ton shall be deducted from the
Price for each X.X% Ash Value  variation in excess of X.X%.  If the Ash Value is
greater  than X% but less than XX% then a penalty  of $.XX per ton for each 0.1%
of ash greater than X.X%.

            Section 4.  Adjustment for Sulfur Value:  If the Sulfur Value of the
coal  shipment  is less than or equal to X.XX% there will be no  adjustment  for
Sulfur Value variation.  If the Sulfur Value is greater than X.XX% but less than
X.XX% then a penalty of $X.XX per ton shall be deducted  from the Price for each
X.XX% Sulfur Value variation in excess of X.XX%.


                                      11

<PAGE>



                                  ARTICLE VI
                             SAMPLING AND ANALYSES

            Two recognized Independent  Laboratories experienced in the sampling
and analyzing of coal,  shall be mutually agreed upon by Buyer and Seller as the
Labs of  Record.  One of these  laboratories  shall be  engaged by each Party to
perform the  sampling,  sample  preparation,  and  analysis of the coal  shipped
hereunder.  The other laboratory at the option of either the Buyer or the Seller
shall  perform  analyses of the  prepared  splits from the sublot and  composite
samples.  At least one of the Labs of Record shall utilize the High  Temperature
Combustion  Method with Infrared  Absorption  Detection  Procedures  (ASTM D4239
Method C) for determination of sulfur in samples of coal.

            During  the  loading  of the rail  cars,  barges,  or  ship,  sample
increments  shall be  collected  by the most  reliable,  practical  and mutually
agreeable  procedures  in  accordance  with either ASTM D2234  (manual) or D4702
(mechanical).  The frequency and mass of the  increments  shall be in accordance
with ASTM standards.  For all water deliveries,  the cargo shall be divided into
5,000 MT  sublots.  The  preparation  of each  sublot  sample  shall  yield  the
following four mesh sample splits: a) laboratory analyses,  b) referee split and
c) Buyer's  split.  A 60 mesh split of the  sublots  shall be  prepared  for the
second laboratory as well as an 8 mesh split of the composite sample.  The Buyer
or Buyer's Agent shall have access to witness all sampling,  sample preparation,
screen testing and sealing of samples.  The  Independent  Lab shall provide upon
request the splits of the sublot  samples to the Buyer or Buyer's  Agent  and/or
Seller as soon as the  sample is  prepared.  The Labs of Record  shall  properly
identify, seal, and retain the referee splits of each sublot sample for a period
of 60 days so that the Buyer or Seller may  analyze  such  samples.  The Buyer's
Agent will be permitted to place a suitable seal on Referee samples.

            The sublot  samples shall be analyzed by the first Lab of Record for
total moisture,  ash, sulfur,  volatile, and gross calorific value (BTU/LB). The
initial sublot(s) shall be tested

                                      12

<PAGE>



immediately  and the  results  reported to Seller and  Buyer/Buyer's  Agent upon
completion  of  testing.  The  second  Lab of Record at the option of either the
Seller or Buyer shall  analyze the 60 mesh splits of the sublot  samples for Dry
Basis:   ash,   volatile,   sulfur,   and  gross  calorific  value.  The  sulfur
determination  shall be run in duplicate by both Labs of Record.  The  certified
analysis  shall be the weighted  mathematical  average for all sublot values for
moisture,  ash,  volatile,  sulfur,  and  calorific  value.  Should the weighted
average of the sulfur values differ by more than 0.04% then the highest reported
sulfur  value shall be used to determine  whether or not the shipment  should be
rejected.

            A physical  composite sample of the sublot samples shall be prepared
and analyzed by the first  laboratory for  grindability  index (HGI), ash fusion
temperature,  mineral  ash, and ultimate  analyses.  The cost of the  laboratory
services for such sampling and  analyzing of the coal in each shipment  shall be
paid for by the Buyer and Seller, equally.

            If the  Buyer or  Seller  should  question  the  correctness  of the
analyses made by the Independent  Lab, they may, within 30 days after the Vessel
unloading,  notify the other Party in writing to request that the Referee splits
be  analyzed  by  a  third  mutually  agreeable  Independent  Laboratory.   This
notification  should  specify which  analytical  parameter or parameters  are in
dispute.  The  Independent  Lab shall  provide the Referee Lab with the properly
identified sealed Referee sublot samples.

            The  integrity  of the  moisture  in  reserve  samples  is the  most
difficult  to preserve.  Therefore,  if the  moisture  value is in dispute,  the
governing  result  will be the  higher of the  averaged  value  reported  by the
Independent  and  Referee  Laboratory.  Other  analytical  parameters  shall  be
determined on a 'dry basis' and  corrected to the 'as received'  basis using the
governing moisture.


                                      13

<PAGE>



            The   following  are  the   acceptable   tolerance  for  other  test
parameters:  Ash +/- 0.3%; Sulphur +/- 0.03%; Volatile +/- 0.5%; Calorific Value
+/- 100 BTU/LB Dry Basis; Ash Fusion  Temperature I.D. +/- 75 Degrees F. and HGI
3.  Should  the  results  fall  within  these  tolerances,  the  results  of the
Independent Lab will stand. Should the results fall outside the tolerance,  then
the
Referee analyses shall be the governing result.

            Should the grindability (HGI) result be in dispute,  the Referee Lab
will prepare the physical  composite  sample from the Referee  sublot samples to
perform the HGI test. If the HGI test result of the Referee laboratory is within
tolerance (3), the original  laboratory  result will stand. If out of tolerance,
the Referee results will be the governing analysis.

            The  cost  of this  Referee  analysis  will  be  paid  by the  Party
requesting the check analysis.

            Neither  Party shall  require the other  Party to use  equipment  or
procedures which exceed the requirements of ASTM.

                                  ARTICLE VII
                                CHANGES IN LAW

            Seller hereby  certifies that it is in substantial  compliance  with
the rules,  practices and standards issued by any  governmental  agencies having
jurisdiction  with  respect to  applicable  legislation,  regulations,  rules or
mandates which were in effect as of 24 June 1998.

            Seller and Buyer  recognize  that this coal  purchase  is of limited
duration and  therefore  agree that there shall be no  adjustment  in price as a
result of enactment,  modification,  or revision of any federal,  state or local
legislation or regulations, rules or mandates issues pursuant thereto after such
above date,  which  affects the  bituminous  coal  industry  with respect to the
reclamation,  conservation,  environmental protection, mine safety, mine working
conditions and

                                      14

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practices,  ventilation,  health,  employee  retirement  programs,  occupational
hazards,  research  and  reclamation  and  conservation  of  mine  areas,  which
increases or decreases Seller's cost of producing coal under this Agreement.


                                 ARTICLE VIII
            OTHER GOVERNMENTAL LEGISLATION, REGULATIONS AND ORDERS

            Section  1.  Compliance  with  Law:  Each  Party  shall use its best
efforts to comply with the provisions of all applicable federal, state and other
governmental  laws  and  any  applicable  orders  and/or  regulations,   or  any
amendments  or  supplements  thereto,  which have  been,  or may at any time be,
issued by a governmental agency.


                                  ARTICLE IX
                                 FORCE MAJEURE

            No Party  shall be  subject  to  liability  to the  other  Party for
failure to perform in conformity  with this Agreement where such failure results
from an event or occurrence  beyond the control of the party  affected  thereby,
whether  foreseen,  foreseeable  or  unforeseeable,  which  wholly or  partially
prevents the mining,  preparation,  loading or shipping of coal by Seller or the
receiving, unloading or utilization of coal by Buyer. Such events shall include,
by  way  of  illustration  but  not by way of  limitation,  acts  of  God,  war,
insurrection,  riots,  nuclear  disaster,  strikes,  labor  disputes,  labor and
material shortages,  fires, explosions,  floods, river freezeups,  breakdowns or
damage to mines, plant equipment or facilities  (including  emergency outages of
equipment or  facilities to make repairs to avoid  breakdowns  thereof or damage
thereto),  interruptions to  transportation,  railway car shortages,  embargoes,
orders  or  acts  of  civil  or  military   authority,   laws,   regulations  or
administrative rulings.

                                      15

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  The provisions of the above sentence shall not excuse a Party from  performing
unless  such Party shall give  reasonable  notice to the other Party and furnish
reasonable  information  as to the cause of  inability  to perform and  probable
extent thereof within ten (10) calendar days after such cause occurs. Failure to
give such notice and furnish such information within the time specified shall be
deemed a waiver of all rights  under this Article for such period of time during
which  notice was not given.  No  suspension  or  reduction  by reasons of force
majeure shall  invalidate the remainder of this Agreement but, on the removal of
the cause,  shipments  shall resume at the specified  rate.  During such periods
when force majeure conditions result in a reduction in deliveries,  Seller shall
equitably prorate shipments among its customers.  Nothing herein contained shall
be construed as requiring  Seller or Buyer to accede to any demands of labor, or
labor  unions,  or suppliers,  or other parties which Seller or Buyer  considers
unacceptable. Deficiencies in shipments so caused shall not be made up except by
mutual consent.


                                   ARTICLE X
                               EMPLOYEE INTEREST

            Seller  represents  to Buyer that  Seller has not given and will not
give,  directly  or  indirectly,  anything  of  value to any  employee  or other
representative  of Central  Hudson Gas & Electric  Corporation  with the view of
securing this  Agreement or obtaining  favorable  treatment  with respect to the
performance of this  Agreement.  If such  representation  is untrue,  or becomes
untrue, Buyer shall have the right to declare this Agreement null and void or to
terminate  it,  to sue for  damages  and to take  such  other  action  as may be
provided by law. If Seller obtains  knowledge at any time that any such employee
has a direct  or  indirect  interest  in Seller  or its  affiliates,  (excluding
routine  purchases in the open market by such employee of  securities  issued by
Seller or its parent  corporations)  it will  immediately  inform  Buyer of such
fact.


                                      16

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                                  ARTICLE XI
                                    WAIVER

            The failure of any party to insist in any one or more instances upon
strict  performance  of any of the  provisions  of  this  Agreement  or to  take
advantage  of any of its rights  hereunder  shall not be  construed  as a future
waiver of any such provisions or the  relinquishment of any such rights, but the
same  shall  continue  and  remain in full force and effect for the term of this
Agreement.


                                  ARTICLE XII
                                    NOTICES

            Notices and other  communications  provided  for or required  herein
shall be given  (effective,  if written,  when  presented for delivery by postal
authorities  when sent by postage  prepaid,  certified  mail) or by facsimile as
follows:

            TO BUYER:

            CENTRAL HUDSON GAS & ELECTRIC CORPORATION
            284 SOUTH AVENUE
            POUGHKEEPSIE, NEW YORK  12601-4879

            ATTENTION:  MR. DONALD L. DU BOIS, JR.
                        DIRECTOR OF FUELS

            PHONE:      (914) 486-5844
            FAX:        (914) 486-5626



            TO SELLER:

            GLENCORE LTD.
            THREE STAMFORD PLAZA, 301 TRESSER BOULEVARD
            STAMFORD, CT 06901

            ATTENTION:  MR. GREGORY L. MARCUM

            PHONE:      (203) 328-3119
            FAX:        (203) 978-2630

                                      17

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                                 ARTICLE XIII
                                 GOVERNING LAW

            This  Agreement  shall  be  construed,  enforced  and  performed  in
accordance with the laws of the State of New York.

                                  ARTICLE XIV
                                   FINALITY

            This  Agreement  is intended as the final,  complete  and  exclusive
statement of the terms of the  Agreement  among the Parties.  The Parties  agree
that  parol or  extrinsic  evidence  may not be used to vary or  contradict  the
express  terms of this  Agreement.  No waiver of any  provision  hereof shall be
effective, unless set forth in a written instrument authorized and executed with
the same formality as this Agreement.


                                  ARTICLE XV
                                    TITLES

            The titles of the articles and sections of this  Agreement have been
inserted as a matter of convenience for reference only.



                                      18

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                                  ARTICLE XVI
                                INTERPRETATION

            No understandings,  agreements or trade customs not expressly stated
in or  required  to be applied in  accordance  with the terms of this  Agreement
shall be binding on the  Parties in the  interpretation  or  performance  hereof
unless such  understandings,  agreements or trade customs are reduced to writing
and signed by the respective Parties.


                                 ARTICLE XVII
                     AGREEMENT FOR BENEFIT OF PARTIES ONLY

            Buyer agrees to  indemnify,  including  reasonable  attorneys  fees,
defend, and hold Producer/Seller harmless from any and all claims of any broker,
consultant,  finder or like agent  with whom  Buyer has dealt,  or is alleged to
have dealt,  regarding  this  Agreement.  Producer/Seller  agrees to  indemnify,
including  reasonable  attorneys' fees,  defend, and hold Buyer harmless against
any and all  claims of any  broker,  consultant,  finder or like agent with whom
Producer/Seller has dealt, or is alleged to have dealt regarding this Agreement.


                                 ARTICLE XVIII
                           ASSIGNMENT - TERMINATION

            All of the rights and  obligations of this Agreement  shall inure to
and be binding upon the legal representatives,  successors and permitted assigns
of the Parties hereto. No assignment shall impose upon the  non-assigning  Party
any  obligation  or burden in excess of those  obligations  or  burdens as exist
between the original  Parties to this Agreement.  This Agreement or any interest
herein  shall not be  assigned  without the prior  written  consent of the other
Parties, which consent shall not be unreasonably withheld.

                                      19

<PAGE>



            Subject to the  provisions  of the  Federal  Bankruptcy  Code,  this
Contract  shall not be deemed an asset of either  Seller or Buyer and, upon five
(5) days prior written  notice,  either such Party may terminate  this Agreement
without  penalty at any time in the event the other such Party  enters  into any
voluntary or involuntary receivership,  bankruptcy, or insolvency proceedings in
any applicable national jurisdiction.


                                  ARTICLE XIX
                                 COUNTERPARTS

            This  Agreement is being executed in several  counterparts,  each of
which is an original and all of which  together  constitute but one and the same
Agreement.


                                  ARTICLE XX
                REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES

            Each party warrants and represents to the other that:

              (i) it has all  requisite  power,  authority,  licenses,  permits,
permissions,  approvals and franchises,  corporate or otherwise,  to execute and
deliver this Agreement and perform its obligations hereunder;

             (ii) its execution, delivery, and performance of this Agreement has
been duly authorized by, or is in accordance with, its organic instruments, this
Agreement  has been duly executed and  delivered  for it by the  signatories  so
authorized,  and  this  Agreement  constitutes  its  legal,  valid  and  binding
obligation   enforceable   in   accordance   with  its  terms   except  as  such
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium or similar laws  affecting the  enforcement  of creditors'  rights in
general and by general principles of equity;

                                      20

<PAGE>



            (iii) its  execution,  delivery,  and  performance of this Agreement
will not result in a breach or violation of, or constitute a default under,  any
agreement,  lease  or  instrument  to  which it is a party or by which it or its
properties may be bound or affected; and

             (iv)  it has  not  received  any  notice,  nor to the  best  of its
knowledge is there  pending or  threatened  any notice,  of any violation of any
applicable laws,  ordinances,  regulations,  rules, decrees,  awards, permits or
orders which would materially adversely affect its ability to perform hereunder.


            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               
_______________________________________

ITS  Executive Vice President - Energy Resources and Development


SELLER:     GLENCORE LTD.

BY   /s/ Gregory L. Marcum
_______________________________________

ITS Trader
_______________________________________



                                      21

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                                                            Attachment I



Roseton Dock and Vessel Limitations:
-     LOA - 890 Feet Maximum
-     Beam - No Restriction
-     Water Depth in Berth - 36+ Feet MLW
      (Operational Draft 31 Feet MLW Channel at Haverstraw is Limiting)



Current List of Vessels which have Delivered Coal to Roseton:
-     Ambassador
-     Nelvana
-     Bernhard Oldendorff
-     Ballangen
-     Energy Enterprise















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