**Exhibit 10.11**

Ninth Amendment
Dated as of December 30, 2002
to
Receivables Sale Agreement
Dated as of December 20, 1996

This Amendment (the "Amendment"), dated as of December 30,
2002, is entered into among IPL Funding Corporation (the "Seller"), Windmill
Funding Corporation, a Delaware corporation ("Windmill"), ABN AMRO Bank N.V., as
Windmill's program letter of credit provider (the "Enhancer"), the Liquidity
Provider listed on the signature page hereof (the "Liquidity Provider") and ABN
AMRO Bank N.V., as agent for Windmill, the Enhancer and the Liquidity Provider (the
"Agent").

Reference is hereby made to that certain Receivables Sale Agreement, dated as of
December 20, 1996 (as amended, supplemented or otherwise modified through the date hereof, the
"Sale Agreement"), among the Seller, Windmill, the Enhancer, the Liquidity Provider
and the Agent.  Terms used herein and not otherwise defined herein which are defined in the Sale
Agreement or the other Transaction Documents (as defined in the Sale Agreement) shall have the same
meaning herein as defined therein.

For good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

Section 1.	Subject to the following terms and conditions,
including without limitation the conditions precedent set forth in Section 2, upon execution by the
parties hereto in the space provided for that purpose below, the Sale Agreement shall be, and it
hereby is, amended as follows:

(a)	The date "December 30, 2002" appearing in clause (d)
of the defined term "Liquidity Termination Date" appearing in Schedule I of
the Sale Agreement is deleted and replaced with the date "October 29, 2003".

(c)	 The date "December 30, 2002" appearing in clause
(c)(ii) of the defined term "Termination Date" appearing in Schedule I of the
Sale Agreement is deleted and replaced with the date "October 29, 2003".

Section 2.	Section 1 of this Amendment shall become
effective only once (i) the Agent has received, in form and substance satisfactory to the Agent, all
documents and certificates as the Agent may reasonably request, (ii) a $80,000 amendment fee payable
to the Agent and (iii) all other matters incident to the execution hereof are satisfactory to the
Agent.

Section 3.	The Sale Agreement, as amended and supplemented
hereby or as contemplated herein, and all rights and powers created thereby and thereunder or under
the other Transaction Documents and all other documents executed in connection therewith, are in all
respects ratified and confirmed.  From and after the date hereof, the Sale Agreement shall be
amended and supplemented as herein provided, and, except as so amended and supplemented, the Sale
Agreement, each of the other Transaction Documents and all other documents executed in connection
therewith shall remain in full force and effect.

Section 4.	This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but both or all of which, when taken
together, shall constitute but one instrument.

Section 5.	This Amendment shall be governed and construed in
accordance with the internal laws of the State of Illinois.



In Witness Whereof, the parties have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date first above written.

ABN AMRO Bank N.V., as the Agent, as the Liquidity Provider and as the Enhancer

By:

Title:

By:

Title:

Windmill Funding Corporation

By:

Title:

IPL Funding Corporation

By:

Title: