DANA AMENDMENT TO AMENDED  RESTATED LIMITED PARTNERSHIP
                   AGREEMENT OF INDIANTOWN COGENERATION, L.P.

This  AMENDMENT  TO AMENDED AND RESTATED  LIMITED  PARTNERSHIP  AGREEMENT  (this
Amendment),  is made and entered into  effective as of August
10,  1998,  by  and  among  PALM  POWER  CORPORATION,   a  Delaware  corporation
(Palm),   TOYAN   ENTERPRISES,   a   California   corporation
(Toyan),    TIFD   III-Y   INC.,   a   Delaware   corporation
(TIFD,   and   collectively   with   Palm  and   Toyan,   the
Existing   Partners)   and  INDIANTOWN   PROJECT   INVESTMENT
PARTNERSHIP,   L.P.,   a  Delaware   limited   partnership   (the   New
Partner,    and   together   with   the   Existing    Partners,    the
Partners).

WHEREAS,  the Existing Partners are parties to that certain Amended and Restated
Limited   Partnership   Agreement   dated  as  of   September   30,   1992  (the
Partnership  Agreement);  and

WHEREAS,  the Existing  Partners are partners in a Delaware limited  partnership
known as  INDIANTOWN  COGENERATION,  L.P.  (the  Partnership)
formed under the Partnership  Agreement for the purposes described therein;  and


WHEREAS, Bechtel Generating Company, Inc.  (BGCI) owns all of
the  capital  stock of Palm;  and

WHEREAS,  pursuant to that certain Purchase  Agreement dated as of March 6, 1998
(the Purchase  Agreement),  by and between BGCI and Cogentrix
Energy,  Inc.  (Cogentrix),  BGCI has  agreed  to  sell,  and
Cogentrix  has agreed to purchase  and accept  through an indirect  wholly owned
subsidiary  that  has not yet  been  formed,  all of the  capital  stock of Palm
subject to the terms and  conditions set forth in the Purchase  Agreement  (such
sale,  the  Proposed   Cogentrix   Sale);   and

WHEREAS,  in connection with the Proposed  Cogentrix Sale,  Palm, Toyan and TIFD
contemporaneously herewith are entering into that certain Cogentrix Amendment to
Amended and Restated Limited Partnership  Agreement of Indiantown  Cogeneration,
L.P.,    dated   as   of   even   date    herewith    (the    Cogentrix
Amendment),  certain amendatory paragraphs of which are effective only
as of the time the Proposed Cogentrix Sale shall have closed; and

WHEREAS,  Toyan intends to create a new Delaware  corporation  as a wholly-owned
subsidiary of Toyan (the New  Subsidiary) and to transfer (as
an equity  contribution)  a ten percent (10%) Interest in the  Partnership  (the
New   Subsidiary   Interest)   to  the  New  Subsidiary  (the
Toyan to New Subsidiary Transfer); and

WHEREAS,  Toyan  intends  to, and intends to cause New  Subsidiary  to, form New
Partner in which Toyan would hold an approximately  forty-nine and eight hundred
seventy-five thousandths percent (49.875 %) general partner interest and the New
Subsidiary  would  hold  an  approximately  fifty  and one  hundred  twenty-five
thousandths percent (50.125%) limited partner interest;  and

WHEREAS,  Toyan then  intends  to  transfer  a nine and  ninety-five  hundredths
percent  (9.95%)  Interest in the  Partnership and its BOC Partner Rights to the
New Partner (the Toyan to New Partner Transfer); and WHEREAS,
Toyan then intends to cause the New  Subsidiary  to transfer the New  Subsidiary
Interest  to the  New  Partner  (the  New  Subsidiary  to  New  Partner
Transfer); and


WHEREAS,  Toyan then intends to cause the New Subsidiary to sell its interest in
the  New   Partner  to  DCC   Project   Finance   Twelve,   Inc.   (DCC
XII),  a wholly-owned subsidiary of Dana Commercial Credit Corporation
(the  New  Subsidiary to DCC XII  Transfer,  and collectively
with the Toyan to New Partner Transfer, the Toyan to New Subsidiary Transfer and
the   New   Subsidiary   to  New   Partner   Transfer,   the   Proposed
Transfers); and

WHEREAS,  the  Partners  desire to amend the  Partnership  Agreement  in certain
respects and take other actions in connection with the Proposed  Transfers as of
the time when the Proposed  Transfers  shall have closed,  and without regard to
whether any portion of the  Cogentrix  Amendment is then  effective or ever will
become effective (it being the  Partners  intention that if any portion of
the Cogentrix  Amendment and the  amendments  set forth in this  Amendment  both
become  effective,  then  such  portions  of the  Cogentrix  Amendment  and  the
amendments  set  forth  in this  Amendment  all  shall be and  remain  effective
concurrently)  (such date,  the  Effective  Date);

NOW THEREFORE in  consideration  of the premises and of the mutual covenants and
agreements herein, and of other good and valuable consideration, the receipt and
sufficiency  of which are hereby  acknowledged,  the  Partners  intending  to be
legally bound, hereby agree as follows:Admission as Partner.  As of the Effective Date, the New Partner shall be
admitted  as a general  partner in the  Partnership  and the New  Partner  shall
succeed to thirty-nine  and  nine-tenths  percent (39.9%) of the capital account
balance,  and to  thirty-nine  and  nine-tenths  percent  (39.9%) of the Sharing
Percentage,  of Toyan as of the time  when the  Proposed  Transfers  shall  have
occurred.Designation of Board of Control  Authority.  As of the Effective Date, in
accordance  with  Section  7.1(c) of the  Partnership  Agreement,  Toyan  hereby
designates  that New Partner  shall succeed to all of  Toyans  BOC Partner
Rights at the time when the Proposed  Transfers  shall have occurred and the New
Partners  initial  members of the Board of Control under Section 6.1(b) of
the Partnership Agreement shall be P. Chrisman Iribe and M. Richard Smith.Affiliate  Status.  As of the  Effective  Date,  the New Partner shall be
deemed to be an affiliate of Toyan, including for the purposes of Section 6.9(c)
of the Partnership Agreement.Amendments  to the Partnership  Agreement.  As of the Effective Date, the
Partnership Agreement shall be amended as follows:

         

     a.  The  definition  of  BOC  Partner  set  forth  in  Section  1.7  of the
Partnership Agreement shall be amended and restated in its entirety as follows:

> BOC  Partner  means  (i)  each of  Palm,  TIFD and
>      Indiantown Project Investment Partnership, in each case for so long as such
>      Partner retains its BOC Partner Rights,  (ii) any successor to the Interest
>      of Palm,  TIFD or Indiantown  Project  Investment  Partnership  to whom BOC
>      Partner Rights are  transferred  pursuant to Section  7.1(c),  or (iii) any
>      other General  Partner to whom BOC Partner  Rights are granted by the Board
>      of Control.

> General Partners means Palm and Indiantown Project
>      Investment  Partnership and/or any Person who, at the time of the reference
>      thereto,  has been admitted to the Partnership as a successor to the duties
>      or  interest of either  such  Person,  or as a  replacement  or  additional
>      general  partner as provided  herein,  and any other Person admitted to the
>      Partnership as a general  partner in any such  Persons  capacity as a
>      general partner, in any case, so long as such Person has not ceased to be a
>      general partner hereunder.

> Limited  Partners  means  TIFD,  Toyan  and/or any
>      Person  who, at the time of  reference  thereto,  has been  admitted to the
>      Partnership  as a  limited  partner  in  accordance  with the terms of this
>      Agreement,  in such persons capacity as a limited partner for so long
>      as   such    Person   has   not   ceased   to   be   a   Limited    Partner
>      hereunder.

> ""Indiantown   Project  Investment   Partnership"  means  Indiantown
>      Project Investment Partnership, L.P., a Delaware limited partnership."

`TOYAN ENTERPRISES, a California
                                             corporation



Dated:  ___________________                   By:    __________________________
                                              Name:  __________________________
                                              Title: __________________________


                                              TIFD III-Y INC., a Delaware
                                              corporation




Dated:  ___________________                   By:    ___________________________
                                              Name:  ___________________________
                                              Title: ___________________________


                                              PALM POWER CORPORATION, a Delaware
                                              corporation



Dated:  ___________________                   By:    ___________________________
                                              Name:  ___________________________
                                              Title: ___________________________


                                              INDIANTOWN PROJECT INVESTMENT
                                              PARTNERSHIP, L.P., a Delaware
                                              limited partnership

Dated:  ___________________                   By:  Toyan Enterprises, a
                                                   California corporation,
                                                   its general partner


                                              By:     __________________________
                                              Name:   __________________________
                                              Title:  __________________________`