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                                                                EXHIBIT 10.64




                      GREENHOUSE RESTRUCTURE AMENDMENT


     GREENHOUSE RESTRUCTURE AMENDMENT, dated as of March 27, 1997
(this "Amendment") to the following documents:

      (i)   the  LOAN  AND REIMBURSEMENT AGREEMENT  (as  amended,
supplemented  or  otherwise  modified  from  time  to  time,  the
"Project  Loan Agreement"), dated as of May 18, 1994,  among  (a)
BIRCHWOOD  POWER  PARTNERS, L.P., a Delaware limited  partnership
(the  "Borrower"), (b) the several banks parties to  the  Project
Loan Agreement and identified on the signature pages thereof as a
"Bank"  and each other bank or other financial institution  which
becomes a party to the Project Loan Agreement pursuant to Section
14.7 thereof (collectively, the "Banks"), (c) JOHN HANCOCK MUTUAL
LIFE INSURANCE COMPANY, ALLSTATE INSURANCE COMPANY, NEW YORK LIFE
INSURANCE   COMPANY,   the   other  financial   institutions   or
institutional investors parties to the Project Loan Agreement and
identified on the signature pages thereof as an "Institution" and
each  other institution which becomes a party to the Project Loan
Agreement  pursuant  to Section 14.8 thereof  (collectively,  the
"Institutions"),  (d) BANQUE PARIBAS, NEW YORK  BRANCH,  BARCLAYS
BANK   PLC,  CREDIT  SUISSE  FIRST  BOSTON  and  UNION  BANK   OF
CALIFORNIA,  as  co-agents  for  the  Banks  hereunder  (in  such
capacity,  the "Co-Agents"), (e) CREDIT SUISSE FIRST  BOSTON  and
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as Issuing Bank  (in
such  capacity, the "Issuing Bank," and together with  the  Banks
and  the Institutions, the "Lenders") and (f) CREDIT SUISSE FIRST
BOSTON as administrative agent for the Banks and the Issuing Bank
hereunder (in such capacity, the "Administrative Agent");

      (ii)  the SECURITY DEPOSIT AND INTERCREDITOR AGREEMENT  (as
amended,  supplemented or otherwise modified from time  to  time,
the  "Security  Deposit Agreement"), dated as of  May  18,  1994,
among  (a)  BIRCHWOOD  POWER PARTNERS, L.P. (the  "Borrower"),  a
Delaware  limited  partnership,  (b)  BANQUE  PARIBAS,  NEW  YORK
BRANCH, BARCLAYS BANK PLC, CREDIT SUISSE FIRST BOSTON, UNION BANK
OF  CALIFORNIA and each other bank or financial institution which
becomes a party as a "Bank" to the Security Deposit Agreement  by
executing  a  Bank  Transfer Supplement (as defined  therein)  in
accordance with Section 9.4 thereof (collectively, the  "Banks"),
(c)   JOHN   HANCOCK  MUTUAL  LIFE  INSURANCE  COMPANY,  ALLSTATE
INSURANCE COMPANY, NEW YORK LIFE INSURANCE COMPANY, each  of  the
other  financial institutions or institutional investors  parties
to the Security Deposit Agreement and identified on the signature
pages  thereof  as  an "Institution" and each  other  institution
which becomes a party thereto as an "Institution" by executing an
Institutional  Transfer  Supplement  (as  defined   therein)   in
accordance   with   Section   9.4  thereof   (collectively,   the
"Institutions"), (d) CREDIT SUISSE FIRST BOSTON and CREDIT SUISSE
FIRST BOSTON, NEW YORK BRANCH, as Issuing Bank, (e) CREDIT SUISSE
FIRST  BOSTON,  as Administrative Agent, (f) each  of  the  Banks
parties  to  the Interest Rate Hedging Agreements (as defined  in
the  Security  Deposit  Agreement) and to  the  Security  Deposit
Agreement  and  identified on the signature pages  thereof  as  a
"Secured Counterparty" and each other Bank that becomes  a  party
thereto  as  a  "Secured Counterparty" by  executing  a  Security
Deposit  Agreement Supplement (as defined therein) in  accordance
with  Section  9.4  thereof (in such capacity, collectively,  the
"Secured  Counterparties"), (g) any Bond Trustee (as  defined  in

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the  Security  Deposit Agreement) that becomes  a  party  to  the
Security  Deposit  Agreement  by  executing  a  Security  Deposit
Agreement  Supplement in accordance with Section 9.4  thereof  (a
"Secured  Bond Trustee") and (h) CREDIT SUISSE FIRST  BOSTON,  as
security  agent  for  the  Secured Parties  referred  to  in  the
Security  Deposit  Agreement  (in such  capacity,  the  "Security
Agent");

      (iii)  the LOAN AND CONTRIBUTION AGREEMENT (the "Greenhouse
Loan  Agreement")  dated  as of May  18,  1994,  by  and  between
BIRCHWOOD  POWER  PARTNERS, L.P., a Delaware limited  partnership
(the  "Greenhouse  Lender")  and  GREENHOST,  INC.,  a  Delaware
corporation (the "Greenhouse Borrower"); and

     (iv)  the STEAM SALES AGREEMENT dated as of May 18, 1994, by
and  between  BIRCHWOOD POWER PARTNERS, L.P., a Delaware  limited
partnership  ("Birchwood"),  and  GREENHOST,  INC.,  a   Delaware
corporation ("Greenhost").


                      W I T N E S S E T H:

      WHEREAS,  pursuant  to  that certain Termination  Agreement
dated  as  of November 8, 1996, Borrower and Dominion Growers  of
Fredericksburg,  Inc. ("Dominion") have terminated  the  Sublease
dated  May  18, 1994, between Greenhost, Inc., as Sublessor,  and
Dominion, as Sublessee;

      WHEREAS, the Greenhouse Borrower and the Greenhouse  Lender
have  entered  into  the Term Loan and Working Capital  Agreement
dated as of November 19, 1996;

      WHEREAS,  the  Project Loan Agreement heretofore  has  been
amended  by  (i)  that certain First Amendment  to  Project  Loan
Agreement,  dated as of July 11, 1994, (ii) that  certain  Second
Amendment to Project Loan Agreement, dated as of August 12, 1994,
(iii)  that  certain Third Amendment and Consent to Project  Loan
Agreement, dated as of October 1, 1994, (iv) that certain  Fourth
Amendment  and  Consent to Project Loan Agreement,  dated  as  of
December  1,  1994, (v) that certain Fifth Amendment  to  Project
Loan  Agreement, dated as of December 15, 1994, (vi) that certain
Sixth  Amendment to Project Loan Agreement, dated as of September
18,  1995,  (vii) that certain Seventh Amendment and  Consent  to
Project  Loan  Agreement, dated as of November 10,  1995,  (viii)
that  certain  Composite Amendment and Consent  to  Project  Loan
Agreement  and Security Deposit Agreement, dated as of April  10,
1996 and (ix) that certain First Amendment to Composite Amendment
and  Consent  to  Project  Loan Agreement  and  Security  Deposit
Agreement, dated as of December 18, 1996 (together, the  "Project
Loan Agreement Amendments");

      WHEREAS,  the  parties to the Project Loan  Agreement  have
agreed to amend further the Project Loan Agreement, as set  forth
below;

      WHEREAS, the Security Deposit Agreement has been amended by
(i)  that  certain First Amendment to Security Deposit Agreement,
dated as of July 11, 1994, (ii) that certain Second Amendment  to
Security Deposit and Intercreditor Agreement, dated as of October
1,  1994, (iii) that certain Third Amendment to Security  Deposit

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and  Intercreditor Agreement, dated as of December 1, 1994,  (iv)
that   certain   Fourth   Amendment  to  Security   Deposit   and
Intercreditor Agreement, dated as of November 10, 1995, (v)  that
certain Composite Amendment and Consent to Project Loan Agreement
and  Security Deposit Agreement, dated as of April 10,  1996  and
(vi)  that  certain  First Amendment to Composite  Amendment  and
Consent to Project Loan Agreement and Security Deposit Agreement,
dated  as  of December 18, 1996 (together, the "Security  Deposit
Agreement Amendments");

      WHEREAS, the parties to the Security Deposit Agreement have
agreed  to  amend further the Security Deposit Agreement  as  set
forth below;

      WHEREAS, Annex A to both the Project Loan Agreement and the
Security  Deposit Agreement ("Annex A") has been amended  by  (i)
the  Project Loan Agreement Amendments, (ii) the Security Deposit
Agreement Amendments and (iii) the Omnibus Amendment to  Annex  A
(Definitions)  of  Specified Financing  Documents,  dated  as  of
September 18, 1995 (the "Omnibus Amendment");

      WHEREAS,  the  parties hereto have agreed to amend  further
Annex A, as set forth below;

      WHEREAS, the parties to the Greenhouse Loan Agreement  have
agreed to amend the Greenhouse Loan Agreement and Annex A to  the
Greenhouse  Loan  Agreement to reflect  the  termination  of  the
Sublease  and  the  entering into of the Term  Loan  and  Working
Capital Agreement, as further set forth below;

      WHEREAS,  the  parties to the Steam  Sales  Agreement  have
agreed  to  amend  the  Steam  Sales  Agreement  to  reflect  the
termination  of the Sublease and the entering into  of  the  Term
Loan and Working Capital Agreement, as set forth below; and

     NOW, THEREFORE, the parties hereto hereby agree as follows:


     I.   DEFINED TERMS.

      Unless  the  context otherwise requires, capitalized  terms
used  herein  but  not  defined herein shall  have  the  meanings
assigned thereto in the Project Loan Agreement.


     II.       AMENDMENTS TO THE PROJECT LOAN AGREEMENT

      A.   Section  7.3(f).  Section 7.3(f) of the  Project  Loan
Agreement  is  hereby amended by deleting it in its entirety  and
inserting in lieu thereof the following:

           (f)   Prepayments Under Greenhouse Loan Agreement
     and  New  Greenhouse Loan Agreement.  If the Greenhouse
     Owner shall at any time or from time to time prepay all
     or  a  portion  of  the  loans  outstanding  under  the
     Greenhouse  Loan  Agreement or the New Greenhouse  Loan
     Agreement, as the case may be, the Borrower  shall,  on

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     the  date  it  obtains  knowledge of  such  prepayment,
     provide notice thereof to the Administrative Agent  and
     the  Institutions (the "Greenhouse Prepayment Notice"),
     and  shall  prepay the Bank Loans and/or  Institutional
     Loans  in  accordance  with  this  Section  7.3(f)  and
     Section 7.5 in an amount equal to 85% of the amount  of
     such  prepayment  of  loans under the  Greenhouse  Loan
     Agreement or the New Greenhouse Loan Agreement, as  the
     case may be (the "Greenhouse Prepayment Amount").   The
     Greenhouse  Prepayment  Notice shall  specify  (i)  the
     Greenhouse Prepayment Amount and (ii) the expected date
     of  the prepayment of Loans to be made pursuant to this
     Section  7.3(f), which shall be the later  of  (x)  the
     date  of prepayment of loans under the Greenhouse  Loan
     Agreement or the New Greenhouse Loan Agreement, as  the
     case may be, and (y) 10 Business Days after the date of
     the  Greenhouse Prepayment Notice.  Upon receipt of any
     such  Greenhouse  Prepayment Notice the  Administrative
     Agent   shall   promptly  notify  the  Banks   thereof.
     Thereafter, and on the date of prepayment specified  in
     the  Greenhouse  Prepayment Notice, the Borrower  shall
     take the actions required by, and apply the proceeds of
     such  prepayment  to  the repayment  of  the  Loans  in
     accordance   with,  the  provisions  of  Section   7.5.
     Prepayments  of  Loans made pursuant  to  this  Section
     7.3(f)   shall  be  applied  to  the  installments   of
     principal   of  the  Loans  in  the  order   that   the
     corresponding prepayment of loans under the  Greenhouse
     Loan Agreement or the New Greenhouse Loan Agreement, as
     the  case  may  be, is applied to the  installments  of
     principal of such loans thereunder.

      B.   Section  9.2(m).  Section 9.2(m) of the  Project  Loan
Agreement  is  hereby  amended by  deleting  the  Section  in  it
entirety and inserting in lieu thereof the following:

     (m)  Greenhouse Loan and New Greenhouse Loan Agreements.  If
     all or a portion of the proceeds of such Loan are to be used
     by  the  Borrower  to make loans under the  Greenhouse  Loan
     Agreement   or  the  New  Greenhouse  Loan  Agreement,   the
     Administrative  Agent  and  the  Institutions   shall   have
     received  a  certificate  of a Responsible  Officer  of  the
     Borrower  stating  that  (i) to the best  of  his  knowledge
     (after   due  inquiry),  no  event  of  default  under   the
     Greenhouse Loan Agreement, New Greenhouse Loan Agreement  or
     Greenhouse  Master Lease has occurred and is  continuing  on
     such  Borrowing Date, unless such event of default has  been
     waived   by   the   Borrower  with  the   consent   of   the
     Administrative Agent and the Majority Institutions, and (ii)
     all conditions to such loan set forth in the Greenhouse Loan
     Agreement or the New Greenhouse Loan Agreement, as the  case
     may be, (other than the condition that the Borrower obtain a
     Loan  under this Agreement) have been satisfied,  or  waived
     with  the  consent  of  the  Administrative  Agent  and  the
     Majority   Institutions,  and  such  certificate  shall   be
     accompanied  by  all  documents, opinions  and  certificates
     received  by  the Borrower pursuant to Section  3.4  of  the
     Greenhouse  Loan  Agreement  and  Section  3.5  of  the  New
     Greenhouse Loan Agreement in connection with such borrowing.

      C.   Section 10.2(c).  Section 10.2(c) of the Project  Loan
Agreement is hereby amended by deleting the phrase "furnished  to
the  Greenhouse  Owner" and inserting in lieu  thereof  the  word
"prepared".

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      D.  Section 10.17(b).  Section 10.17(b) of the Project Loan
Agreement  is  hereby amended by deleting the phrase  "Greenhouse
Loan  Agreement or Section 15.01 of the Greenhouse Sublease"  and
inserting  in lieu thereof the phrase "Greenhouse Loan Agreement,
the  New  Greenhouse  Loan  Agreement or  the  Greenhouse  Master
Lease".

      E.   Section  10.18.   Section 10.18 of  the  Project  Loan
Agreement  is  hereby  amended by deleting  the  phrase  "Section
5.03(b) and (c) of the Greenhouse Sublease" and inserting in lieu
thereof   the  defined  term  "Steam  Sales  Agreement  and   the
Greenhouse  Master  Lease."   Section  10.18  is  hereby  further
amended by deleting Section 10.18(b) which begins with the phrase
"the  Borrower  shall  promptly cause funds  on  deposit"  to  be
deleted   in  its  entirety  and  sequentially  renumbering   the
succeeding  clauses  as  "(b)" and  "(c)",  respectively  and  by
deleting  from Section 10.18 the sentence which begins  with  the
phrase "For purposes of this Section 10.18, it is agreed that the
Majority Banks and Majority Institutions" in its entirety.

      F.   Section  11.5.   Section  11.5  of  the  Project  Loan
Agreement  is  hereby amended by deleting the  phrase  "with  the
proceeds of Loans and Equity Funding Loans" and inserting in lieu
thereof  the  phrase  "and Article 3 of the New  Greenhouse  Loan
Agreement".

      G.   Section  11.6.   Section  11.6  of  the  Project  Loan
Agreement is hereby amended by inserting the phrase "and the  New
Greenhouse  Loan  Agreement" immediately  after  the  phrase  "in
existence on the Closing Date".

      H.  Section 11.12(a).  Section 11.12(a) of the Project Loan
Agreement   is  hereby  amended  by  deleting  the  phrase   "the
Greenhouse  Sublease,"  the  word  "and"  immediately   preceding
Section  11.12(a)(B),  and  inserting the  following  immediately
after the phrase "consent under the provisions of Section 11.9":

     ,  and  (C)  consent  to operating agreements,  license
     agreements  or  similar  arrangements  into  which  the
     Greenhouse  Owner  may enter from time  to  time  which
     could not reasonably be expected to cause or result  in
     a  Greenhouse Adverse Change pursuant to Section  10.18
     of  the  Project  Loan Agreement or  otherwise  have  a
     Material  Adverse  Effect  on  the  Greenhouse  Owner's
     ability  to  perform its obligations  under  the  Steam
     Sales  Agreement  or the Master Lease relating  to  the
     requirement that it take a minimum amount of steam, and
     (D)  terminate  the New Greenhouse Loan  Agreement  and
     related    Security   Agreement   upon   payment    and
     satisfaction  in  full  of the Term  Loan  and  Working
     Capital  Loan  thereunder and in  connection  therewith
     enter  into  and deliver any appropriate and reasonable
     landlord  consents  relating to the perfection  of  UCC
     collateral   interests  in  the  Greenhouse  inventory,
     stocks  or  supplies  in  favor  of  any  lender  which
     provides  working capital financing to  the  Greenhouse
     Owner or any operator or licensee thereof.

      I.  Section 11.12(b):  Section 11.12(b) of the Project Loan
Agreement  is  hereby amended by deleting it in its entirety  and
inserting in lieu thereof the following:

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           (b)   The  Borrower shall not, without the  prior
     written  consent of the Majority Lenders, exercise,  or
     cause  the Greenhouse Owner to exercise, any rights  or
     remedies  under any Greenhouse Document  following  any
     default  thereunder, including without  limitation  any
     right  to  terminate  the lending  commitments  of  the
     Borrower under the Greenhouse Loan Agreement or the New
     Greenhouse Loan Agreement, to declare loans,  advances,
     rent  and/or  other amounts owing under the  Greenhouse
     Loan Agreement or the New Greenhouse Loan Agreement, as
     the  case  may  be,  the  Greenhouse  Mortgage  or  the
     Greenhouse  Master  Lease to  be  immediately  due  and
     payable,  or to foreclose on or exercise other remedies
     with  respect  to all or any portion of the  Greenhouse
     Collateral.

      J.   Section 12.1(l).  Section 12.1(l) of the Project  Loan
Agreement   is  hereby  amended  by  (i)  deleting   the   phrase
"Greenhouse  Sublease providing for the payment of  rent  or  any
provision in the Greenhouse Loan Agreement" and inserting in lieu
thereof  the  phrase  "Greenhouse  Loan  Agreement  or  the   New
Greenhouse Loan Agreement", (ii) inserting the phrase "or for the
payment  of  rent under the Greenhouse Master Lease"  in  Section
12.1(l)(iii)  immediately  after the  words  "loans  thereunder",
(iii) inserting the phrase "which could reasonably be expected to
have  a  Material  Adverse Effect" immediately after  the  phrase
"contained  in any Project Document" in Section 12.1(l)(iv),  and
(iv)  deleting the phrase "Greenhouse Sublease and the Greenhouse
Loan  Agreement, any failure by the Greenhouse Operator  or  the"
and  inserting  in  lieu  thereof  the  phrase  "Greenhouse  Loan
Agreement,  the  New Greenhouse Loan Agreement or the  Greenhouse
Master Lease, any failure by the".

      K.   Section 12.2(6).  Section 12.2(6) of the Project  Loan
Agreement  is  hereby  amended by (i)  deleting  the  phrase  "or
Section  15.01 of the Greenhouse Sublease" and inserting in  lieu
thereof  the  phrase  ",  Article 7 of the  New  Greenhouse  Loan
Agreement  or  the Greenhouse Master Lease", (ii)  inserting  the
phrase  "or the New Greenhouse Loan Agreement" immediately  after
the  phrase "the Greenhouse Loan Agreement" in Section 12.2(6)(i)
and  (iii)  deleting  the  phrase "or  Greenhouse  Sublease"  and
inserting  in lieu thereof the phrase ", the New Greenhouse  Loan
Agreement or the Greenhouse Master Lease".

      L.   Section  14.2.   Section  14.2  of  the  Project  Loan
Agreement is hereby amended by deleting the following:

               Credit Suisse
               Tower 49
               12 East 49th Street
               New York, New York  10017
               Attention: Project Finance
               Telecopy:  212-325-8049
               Telex:  420149

and inserting in lieu thereof the following:

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               Credit Suisse First Boston
               11 Madison Avenue
               19th Floor
               New York, New York  10010
               Attention:  Project Finance
               Telecopy:  212-325-8049
               Telex:  420149

     M.  The Project Loan Agreement is hereby amended by deleting
all  references  to the phrase "Credit Suisse" and  inserting  in
lieu thereof the phrase "Credit Suisse First Boston".


     III. AMENDMENTS TO THE SECURITY DEPOSIT AGREEMENT

      A.   Section  1.2.   Section 1.2 of  the  Security  Deposit
Agreement is hereby amended as follows:

           (i)   by  adding thereto, in alphabetical  order,  the
following new defined terms:

          "Corporation": Greenhost, Inc., a Delaware corporation.

           "Dividends": any cash dividends or distributions,  any
     and  all stock or liquidating dividends, other distributions
     in  property, return of capital or other distributions  made
     by   the  Corporation  on  or  in  respect  of  the  Pledged
     Securities, whether declared from the net profits or  excess
     cash   flow   of  the  Corporation  or  resulting   from   a
     subdivision,   combination  or   reclassification   of   the
     outstanding capital stock of the Corporation or received  in
     exchange  for the Pledged Securities or of any part  thereof
     as  a  result  of any merger or consolidation to  which  the
     Corporation may be a party or otherwise.

           "New  Greenhouse Loan Agreement": the  Term  Loan  and
     Working  Capital Agreement, dated as of November  19,  1996,
     between the Corporation and the Borrower.

           "New  Greenhouse Loan Notes": (i) the Working  Capital
     Note executed by Corporation in the form of Exhibit A to the
     New  Greenhouse Loan Agreement, payable to the order of  the
     Borrower,   in   the   amount  of  three   million   dollars
     ($3,000,000) and (ii) the Term Note executed by  Corporation
     in  the  form  of  Exhibit  B to  the  New  Greenhouse  Loan
     Agreement  payable  to  the order of the  Borrower,  in  the
     amount   of  two  million  five  hundred  thousand   dollars
     ($2,500,000).

          "Pledged Securities": all of the issued and outstanding
     shares of stock of the Corporation.;

          (ii)  by deleting from such Section 1.2 the definitions
     of   "Greenhouse  Letter  of  Credit",  "Greenhouse  Reserve
     Account  Cash  Deposits" and "Greenhouse Reserve  Withdrawal
     Event"  in their entirety, where such definitions appear  in
     such Section 1.2;

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          (iii)  by deleting from such Section 1.2 the definition
     of   "Security  Deposit  Collateral"  in  its  entirety  and
     inserting  in lieu thereof "the Accounts, each Debt  Service
     Letter  of Credit issued and outstanding from time  to  time
     and  all cash, other instruments, investments and securities
     on  deposit  in the Accounts, excluding, however,  the  Bond
     Transfer Accounts.";

          (iv)  by deleting the term "Series 1996B" and inserting
     in  lieu  thereof the term "Series 1997" as the term appears
     in  the  definitions  for  and in the  defined  terms  "Bond
     Construction  Fund  Requisitions", "Bond  Construction  Fund
     Requisition-Series 1996B", "Bond Transfer  Accounts",  "Bond
     Trustee-Series 1996B", "Series 1996B Bond Transfer  Account"
     and in Section 3.1; and

           (v)   by (x) renaming the term "Trust Indenture-Series
     1996B" to "Trust Indenture-Series 1997" and (y) deleting the
     definition  thereof in its entirety and  inserting  in  lieu
     thereof the following:

                the Trust Indenture by and between the Industrial
          Development  Authority of King George County,  Virginia
          and  Bankers  Trust Company, as trustee,  dated  as  of
          March 1, 1997.

      B.   Section  2.9.   Section 2.9 of  the  Security  Deposit
Agreement   is  hereby  amended  by  deleting  the  phrase   "the
Collateral, the Bond Transfer Accounts and the Greenhouse Reserve
Account" and inserting in lieu thereof the following phrase: "the
Collateral and the Bond Transfer Accounts".

      C.  Section 3.1(a).  Section 3.1(a) of the Security Deposit
Agreement  is hereby amended by deleting subclause  (xi)  in  its
entirety  and sequentially renumbering the succeeding clauses  as
"(xi)" through "(xvi)", respectively.

      D.  Section 3.1(b).  Section 3.1(b) of the Security Deposit
Agreement  is  hereby  amended by deleting the  phrase  "and  the
Greenhouse Reserve Account".

      E.  Section 3.1(c).  Section 3.1(c) of the Security Deposit
Agreement  is  hereby  amended by deleting the  phrase  "and  the
Greenhouse Reserve Account".

      F.   Section  4.4.   Section 4.4 of  the  Security  Deposit
Agreement is hereby amended by deleting the phrase "and  proceeds
of any Greenhouse Reserve Replenishment Rent".

      G.   Section  4.6.   Section 4.6 of  the  Security  Deposit
Agreement  is  hereby amended by deleting it in its entirety  and
inserting in lieu thereof the word "Deleted.".

      H.   Section  4.8.   Section 4.8 of  the  Security  Deposit
Agreement  is  hereby  amended by deleting the  phrase  "and  the
Greenhouse Reserve Account".

      I.   Section  5.12.  Section 5.12 of the  Security  Deposit
Agreement  is  hereby amended by deleting it in its entirety  and
inserting in lieu thereof the word "Deleted.".

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      J.   Section  5.15(c).   Section 5.15(c)  of  the  Security
Deposit  Agreement is hereby amended by deleting the phrase  "the
Greenhouse Reserve Account and".

      K.   Section  5.15(d).   Section 5.15(d)  of  the  Security
Deposit  Agreement is hereby amended by deleting the phrase  "the
Greenhouse Reserve Account and".

      L.   Section  9.1.   Section 9.1 of  the  Security  Deposit
Agreement is hereby amended by deleting the following:

               Credit Suisse
               Tower 49
               12 East 49th Street
               New York, New York  10017
               Attention: Project Finance
               Telecopy:  212-325-8049

and inserting in lieu thereof the following:

               Credit Suisse First Boston
               11 Madison Avenue
               19th Floor
               New York, New York  10010
               Attention:  Project Finance
               Telecopy:  212-325-8049

      M.   The  Security Deposit Agreement is hereby  amended  by
deleting  all  references  to  the  phrase  "Credit  Suisse"  and
inserting  in  lieu  thereof  the  phrase  "Credit  Suisse  First
Boston".


     IV.  AMENDMENTS TO ANNEX A

      A.   Access and Utility Easement Agreement.  The definition
of  "Access and Utility Easement Agreement" in Annex A is  hereby
amended  by  deleting  the phrase "the Greenhouse  Operator"  and
inserting  in  lieu  thereof  the  phrase  "Dominion  Growers  of
Fredericksburg, Inc.".

      B.   Accounts.  The definition of "Accounts" in Annex A  is
hereby  amended  by  deleting the phrase "the Greenhouse  Reserve
Account,".

      C.   Bonds.  The definition of "Bond" in Annex A is  hereby
amended by deleting the term "Series 1996B" and inserting in lieu
thereof the term "Series 1997".

      D.   Bond  Transfer  Accounts.   The  definition  of  "Bond
Transfer  Accounts" in Annex A is hereby amended by deleting  the
term  "Series  1996B"  and inserting in  lieu  thereof  the  term
"Series 1997".

                               9

<PAGE>   10

      E.   Borrower's  Greenhouse Expenses.   The  definition  of
"Borrower's Greenhouse Expenses" in Annex A is hereby amended  by
deleting it in its entirety.

     F.  Cash Operating Costs.  The definition of "Cash Operating
Costs"  in Annex A is hereby amended by inserting the phrase  "or
loaned from time to time by the Borrower to the Greenhouse  Owner
under  the  working capital loan commitment of the New Greenhouse
Loan   Agreement"  immediately  after  the  phrase  "Steam  Sales
Agreement in Subsection (vii)".

      G.  Collateral.  The definition of "Collateral" in Annex  A
is  hereby  amended  by (i) deleting the word  "and"  immediately
preceding  the phrase "any Bonds" and (ii) inserting  the  phrase
"and  the Pledged Securities" immediately after the phrase  "Bond
Pledge Agreement".

      H.  Greenhouse Bill of Sale.  The definition of "Greenhouse
Bill of Sale" in Annex A is hereby amended by deleting the phrase
"the  Greenhouse  Operator" and inserting  in  lieu  thereof  the
phrase "Dominion Growers of Fredericksburg, Inc.".

      I.   Greenhouse Collateral.  The definition of  "Greenhouse
Collateral" in Annex A is hereby amended by deleting  the  phrase
"or  the  Greenhouse Sublease" and inserting in lieu thereof  the
phrase  ",  the New Greenhouse Loan Agreement, or the  Greenhouse
Master Lease".

      J.   Greenhouse Construction Contract.  The  definition  of
"Greenhouse  Construction Contract" in Annex A is hereby  amended
by deleting the phrase "the Greenhouse Operator" and inserting in
lieu  thereof  the  phrase "Dominion Growers  of  Fredericksburg,
Inc.".

     K.  Greenhouse Deed.  The definition of "Greenhouse Deed" in
Annex  A is hereby amended by deleting the phrase "the Greenhouse
Operator"  and  inserting in lieu thereof  the  phrase  "Dominion
Growers of Fredericksburg, Inc.".

      L.   Greenhouse  Documents.  The definition of  "Greenhouse
Documents"  in Annex A is hereby amended by deleting  the  phrase
"the  Greenhouse  Sublease" and inserting  in  lieu  thereof  the
phrase  "the  New Greenhouse Loan Agreement, the  New  Greenhouse
Loan Notes, the New Greenhouse Security Agreement and the Workout
Deeds.".

      M.  Greenhouse Nondisturbance Agreement.  The definition of
"Greenhouse  Nondisturbance  Agreement"  in  Annex  A  is  hereby
amended by (i) inserting the phrase "for historical purposes  and
in  connection with Section 9.1 of the Project Loan Agreement" at
the  beginning  of such definition and (ii) deleting  the  phrase
"the  Greenhouse  Operator" and inserting  in  lieu  thereof  the
phrase "Dominion Growers of Fredericksburg, Inc.".

      N.   Greenhouse  Operator.  The definition  of  "Greenhouse
Operator"  in  Annex A is hereby amended by deleting  it  in  its
entirety  and  inserting in lieu thereof the  phrase  "Greenhost,
Inc., a Delaware corporation.".

      O.   Greenhouse Operator Pledge Agreements.  The definition
of  "Greenhouse Operator Pledge Agreements" in Annex A is  hereby
amended by (i) inserting the phrase "for historical purposes  and
in connection with Section 9.1 of the Project Loan Agreement," at

                                10

<PAGE>   11

the beginning  of such definition and (ii) deleting  the  phrase
"Greenhouse  Operator"  and inserting  lieu  thereof  the  phrase
"Dominion Growers of Fredericksburg, Inc.".

      P.  Greenhouse Owner Pledge Agreements.  The definition  of
"Greenhouse Owner Pledge Agreement" in Annex A is hereby  amended
by  deleting it in its entirety and inserting in lieu thereof the
following:

            " "Greenhouse   Owner  Pledge   Agreements"   means
     collectively,  (i)  the  Amended and Restated  Stock  Pledge
     Agreement  dated  November 19, 1996 between  SEI  Birchwood,
     Inc.,  a  Delaware  corporation, as Pledgor,  and  Birchwood
     Power  Partners,  L.P., a Delaware limited  partnership,  as
     Lender;  and  (ii)  the  Amended and Restated  Stock  Pledge
     Agreement     dated     November    19,     1996     between
     Cogentrix/Birchwood   Two,   L.P.,   a   Delaware    limited
     partnership, as Pledgor, and Birchwood Power Partners, L.P.,
     a Delaware limited partnership, as Lender."

       Q.   Greenhouse  Pledge  Agreements.   The  definition  of
"Greenhouse Pledge Agreements" is hereby amended by (i) inserting
the  phrase  "for  historical purposes  and  in  connection  with
Section  9.1 of the Project Loan Agreement," at the beginning  of
such  definition  and (ii) deleting the phrase "Greenhouse  Owner
Pledge  Agreement"  and  inserting in  lieu  thereof  the  phrase
"Greenhouse Owner Pledge Agreements".

      R.   Greenhouse  Prepayment Proceeds.   The  definition  of
"Greenhouse Prepayment Proceeds" in Annex A is hereby amended  by
deleting  the  phrase "Greenhouse Loan Agreement,  other  than  a
mandatory  prepayment  of loans made with  the  proceeds  of  any
payments  of  Greenhouse  Reserve Replenishment  Rent  under  the
Greenhouse  Sublease" and inserting in lieu  thereof  the  phrase
"Greenhouse  Loan Agreement or the New Greenhouse Loan  Agreement
except,  so  long as an Event of Default shall not have  occurred
and  is continuing, a mandatory prepayment of loans under Section
4.2(b)(ii) of the New Greenhouse Loan Agreement".

       S.    Greenhouse  Reserve  Account.   The  definition   of
"Greenhouse  Reserve  Account" in Annex A is  hereby  amended  by
deleting it in its entirety.

      T.   Greenhouse Reserve Replenishment Rent.  The definition
of  "Greenhouse Reserve Replenishment Rent" in Annex A is  hereby
amended by deleting it in its entirety.

      U.  Greenhouse Reserve Withdrawal Event.  The definition of
"Greenhouse  Reserve  Withdrawal Event"  in  Annex  A  is  hereby
amended by deleting it in its entirety.

      V.   Greenhouse  Sublease.  The definition  of  "Greenhouse
Sublease"  in  Annex  A is hereby amended by  (i)  inserting  the
phrase  "for  historical purposes and in connection with  Section
9.1  of  the  Project Loan Agreement," at the beginning  of  such
definition,  (ii)  deleting the phrase "the Greenhouse  Operator"
and  inserting  in lieu thereof the phrase "Dominion  Growers  of
Fredericksburg,  Inc."  and  (iii)  deleting   the   phrase   "in
accordance with Section 11.12(a) of the Project Loan Agreement".

                               11

<PAGE>   12

      W.   New  Greenhouse Loans:  Annex A is hereby  amended  by
adding the following definition in alphabetical order:

           "New Greenhouse Loans": the working capital  loan
     and  the  term  loan extended by the  Borrower  to  the
     Greenhouse  Owner pursuant to the New  Greenhouse  Loan
     Agreement.

      X.   New  Greenhouse Loan Agreement:   Annex  A  is  hereby
amended by adding the following definition in alphabetical order:

          "New Greenhouse Loan Agreement": the Term Loan and
     Working  Capital  Agreement, dated as of  November  19,
     1996, between the Borrower and the Greenhouse Owner.

     Y.  New Greenhouse Loan Notes:  Annex A is hereby amended by
adding the following definition in alphabetical order:

           "New  Greenhouse  Loan Notes":  (i)  the  Working
     Capital  Note executed by Corporation in  the  form  of
     Exhibit A to the New Greenhouse Loan Agreement, payable
     to  the  order of the Borrower, in the amount of  three
     million  dollars ($3,000,000) and (ii)  the  Term  Note
     executed by Corporation in the form of Exhibit B to the
     New  Greenhouse Loan Agreement payable to the order  of
     the Borrower, in the amount of two million five hundred
     thousand dollars ($2,500,000).

      Z.   Project  Cash Flow:  The definition of  "Project  Cash
Flow"  in Annex A is hereby amended by inserting the phrase  "(or
minus) (ii)" immediately after the phrase "Bonus) for such period
plus"  and  deleting  the phrase "(ii) the Borrower's  Greenhouse
Expenses, if any, for such period plus (or minus) (iii)".

      AA.   Project Costs:  The definition of "Project Costs"  in
Annex  A is hereby amended by deleting the word "and" immediately
preceding  clause (r) and inserting the phrase "and (s)  the  New
Greenhouse  Loans;"  immediately  after  such  clause   (r)   and
immediately preceding the phrase "excluding, however,".

     BB.  Project Revenues:  The definition of "Project Revenues"
in  Annex A is hereby amended by deleting the definition  in  its
entirety and inserting in lieu thereof the following definition:

           "Project Revenues":  for any period, the  sum  of
     (i) all revenues received by the Borrower from the sale
     of  electrical  energy pursuant to the  Power  Purchase
     Agreement  and from the sale of steam pursuant  to  the
     Steam   Sales  Agreement,  (ii)  any  other   operating
     revenues  received  by the Borrower  for  such  period,
     (iii) all payments received (including interest) by the
     Borrower  of  any scheduled repayment of loans  or  any
     mandatory   prepayment  of  loans   pursuant   to   the
     Greenhouse  Loan  Agreement or any payments  under  the

                                12

<PAGE>   13

     Greenhouse  Master  Lease, (iv) all  payments  received
     (including  interest) by the Borrower of any  scheduled
     repayment of loans or any mandatory prepayment of loans
     pursuant to the New Greenhouse Loan Agreement,  (v)  so
     long  as  any of the Bank Project Notes, the Greenhouse
     Loan  Note  or  the  New  Greenhouse  Loan  Notes   are
     outstanding,  (1)  any and all Dividends  paid  by  the
     Corporation with respect to the Pledged Securities, (2)
     the  net proceeds from the sale or transfer of  any  of
     the  assets  of the Corporation, after payment  of  the
     Indebtedness  (as  defined in the New  Greenhouse  Loan
     Agreement) under the New Greenhouse Loan Agreement  and
     (3)  any  and  all  other proceeds,  awards,  or  other
     compensation   received   by  the   Corporation,   less
     reasonable  fees,  expenses and other directly  related
     costs  incurred  in connection with the  collection  of
     such funds, (vi) any General Indemnity Payment Proceeds
     and  (vii)  the  earnings on Permitted  Investments  on
     deposit  in  the Accounts to the extent distributed  to
     the  Project  Control Account pursuant to the  Security
     Deposit  Agreement;  provided, however,  that  for  any
     given month, any revenues received by the Borrower  (x)
     pursuant  to a check dated the end of such given  month
     which is deposited no later than the fifth business day
     of  the  following  month, or (y) pursuant  to  a  wire
     transfer  which  is received no later  than  the  fifth
     business day of the following month shall be deemed  to
     be and included as revenue for such given month.

       CC.   Quarterly  Calculation  Date:   The  definition   of
"Quarterly  Calculation Date" in Annex A  is  hereby  amended  by
deleting  the  phrase "last day of each" and  inserting  in  lieu
thereof  the  phrase  "third Business Day following  the  end  of
each".

     DD.  Stormwater and Surface Water Runoff Easement Agreement:
The  definition of "Stormwater and Surface Water Runoff  Easement
Agreement"  in Annex A is hereby amended by deleting  the  phrase
"the  Greenhouse  Operator" and inserting  in  lieu  thereof  the
phrase "Dominion Growers of Fredericksburg, Inc.".

     EE.  Trust Indenture-Series 1996B.  The definition of "Trust
Indenture-Series  1996B"  in Annex A  is  hereby  renamed  "Trust
Indenture-Series 1997" and amended by deleting the definition  in
its entirety and inserting in lieu thereof the following:

                the Trust Indenture by and between the Industrial
          Development  Authority of King George County,  Virginia
          and  Bankers  Trust Company, as trustee,  dated  as  of
          March 1, 1997.

     FF.  The following new defined terms shall be added to Annex
A in alphabetical order:

           "New  Greenhouse  Security Agreement":   the  Security
     Agreement by and between Greenhost, Inc. and Birchwood Power
     Partners,  L.P.  dated as of November 19, 1996  and  entered
     into pursuant to the New Greenhouse Loan Agreement.

           "Workout  Deeds":   the Omnibus Deed,  Bill  of  Sale,
     General  Assignment  and Conveyance by Dominion  Growers  of
     Fredericksburg,   Inc.  and  Dominion   Growers,   Inc.   to
     Greenhost,  Inc. dated as of November 8, 1996 and  the  four
     (4)  Deeds  of  Bargain and Sale from  Dominion  Growers  of

                                  13

<PAGE>   14

     Fredericksburg,  Inc. to Greenhost, Inc. each  dated  as  of
     November  8,  1996  and recorded on book  and  page  numbers
     0291/723;  0291/719; 0291/711; and 0291/715 with the  Clerk,
     Circuit Court, King George County, Virginia.

     GG.  Annex A is hereby amended by deleting all references to
the  phrase  "Credit Suisse" and inserting in  lieu  thereof  the
phrase "Credit Suisse First Boston".

      HH.   Annex  A  is hereby amended by inserting  the  phrase
"Certain terms not defined herein nor defined in the Project Loan
Agreement  shall  have  the  meanings  assigned  thereto  in  the
Security  Deposit  Agreement." at the  end  of  the  introductory
sentence on page 1.

                               14

<PAGE>   15

     V.   AMENDMENTS TO THE GREENHOUSE LOAN AGREEMENT

     A.   Section 2.1.  Section 2.1 of the Greenhouse Loan
Agreement is hereby amended by deleting the word "Pledgor" and
inserting in lieu thereof the word "Pledgors".

     B.   Section 2.8(a).  Section 2.8(a) of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "Neither
Borrower nor Pledgor maintains or contributes to, or has" and
inserting in lieu thereof the phrase "Borrower does not maintain
or contribute to, nor has it".

     C.   Section 2.13.  Section 2.13 of the Greenhouse Loan
Agreement is hereby amended by inserting the phrase "and owning
and operating the Greenhouse" after the phrase "it is a party".

     D.   Section 3.2.  Section 3.2 of the Greenhouse Loan
Agreement is hereby amended by inserting the word "Contract" at
the end of the parenthetical.

     E.   Section 4.2.  Section 4.2 of the Greenhouse Loan
Agreement is hereby amended by inserting the phrase "at the rate
per annum equal to eight percent (8%)".

     F.   Section 4.3.  Section 4.3 of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the phrase ", but not
more than forty-five (45),"; (ii) by deleting the phrase
"multiples of $100,000 thereof"; and (iii) by deleting subclause
(ii) of Section 4.3 in its entirety.

     G.   Section 4.4(b).  Section 4.4(b) of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "eight percent
(8%)" and inserting the phrase "two percent (2%)"; (ii) by
inserting the phrase "over the interest rate provided in Section
4.1(a) above"; and (iii) by deleting the last sentence of
subclause (b).

     H.   Section 5.1(a).  Section 5.1(a) of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the phrase "or will
cause Sublessee to"; (ii) by deleting the phrase "and Sublessee";
(iii) by deleting the phrase "or Sublessee" each of the two (2)
times such phrase appears in Section 5.1(a); and (iv) by deleting
the phrase "and Article X of the Sublease".

     I.   Section 5.1(b).  Section 5.1(b) of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the phrase ", or
Sublessee at Borrower's direction,"; (ii) by deleting the phrase
"and Sublease" and (iii) by deleting the phrase "Section
4.3(b)(i)" and inserting in lieu thereof the phrase "Section
4.3(b)".

     J.   Section 5.2.  The first seven words of Section 5.2 of
the Greenhouse Loan Agreement (consisting of the words "At no
time shall Borrower or Sublessee") are hereby deleted and the
following phrase is inserted in lieu thereof: "Except as
otherwise consented to by Lender, so long as the Notes are
outstanding, Borrower shall not".

                               15

<PAGE>   16

     K.   Section 5.2(i).  Section 5.2(i) of the Greenhouse Loan
Agreement is hereby amended (i) by inserting the phrase "in any
material respect" and (ii) by deleting the phrase "the Sublease,
or".

     L.   Section 5.2(ii).  Section 5.2(ii) of the Greenhouse
Loan Agreement is hereby amended (i) by deleting the phrase "or
Section 14.01 of the Sublease,"; and (iii) by deleting the phrase
", or shall cause Sublessee to,".

     M.   Section 5.2(iii).  Section 5.2(iii) of the Greenhouse
Loan Agreement is hereby amended by deleting it in its entirety
and inserting in lieu thereof the following: "(iii) create,
incur, assume or permit to exist any indebtedness, except for (A)
Indebtedness under the Loan Documents, (B) Indebtedness under the
Term Loan and Working Capital Agreement, (C) indebtedness of up
to $5.5 million incurred under documentation reasonably
acceptable to the Administrative Agent which may be secured
solely by Working Capital Property (as defined in Annex A of the
Greenhouse Loan Agreement) or third party collateral following
payment and satisfaction in full of the indebtedness and
obligations under and termination of the New Greenhouse Loan
Agreement and the term loan and working capital loan thereunder,
and (D) indebtedness under any unsecured shareholder loans
subordinated to the Notes;"

     N.   Section 5.2(iv).  Section 5.2(iv) of the Greenhouse
Loan Agreement is hereby amended by inserting the phrase "unless
the distributions or payments received are deposited by the
Pledgors (or by Borrower on behalf of the Pledgors) into the
Project Control Account under the Security Deposit Agreement to
be applied and distributed in accordance with the terms of the
Security Deposit Agreement,".

     O.   Section 5.2(v).  Section 5.2(v) of the Greenhouse Loan
Agreement is hereby amended by adding the phrase "except for
Permitted Investments".

     P.   Section 5.2(vi).  Section 5.2(vi) of the Greenhouse
Loan Agreement is hereby amended by (i) deleting the word
"Pledgor" each of the four (4) times such word appears in Section
5.2(vi) and inserting in lieu thereof the word "Pledgors" and
(ii) inserting the phrase "or as permitted under Section 5.2(iii)
hereunder" at the end of Section 5.2(vi).

     Q.   Section 5.2(viii).  Section 5.2(viii) of the Greenhouse
Loan Agreement is hereby amended by deleting the phrase "and
ownership" and inserting in lieu thereof the phrase ", ownership
and operation (directly or indirectly through one or more
operators or growers)" and by deleting the phrase "and the
sublease of the Site and lease of the Greenhouse Facility to
Sublessee pursuant to the Sublease".

     R.   Section 5.2(x).  Section 5.2(x) of the Greenhouse Loan
Agreement is hereby amended by inserting the phrase ", unless, in
any of the cases under subclauses (A), (B) or (C), such action
would not be material".

     S.   Section 5.2(xi).  Section 5.2(xi) of the Greenhouse
Loan Agreement is hereby amended by deleting the "or Sublessee,
as the case may be,"; and (ii) by deleting the phrase "or
Sublessee".

                                16

<PAGE>   17

     T.   Section 5.3.  Section 5.3 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase ", or cause
Sublessee to,".

     U.   Section 5.3(b).  Section 5.3(b) of the Greenhouse Loan
Agreement is hereby amended by deleting the phrases "or
Sublessee," "or Sublessee's", and "or Sublease".

     V.   Section 5.3(c).  Section 5.3(c) of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "or Sublessee"
each of the four (4) times such phrase appears in subsection (c).

     W.   Section 5.3(d).  Section 5.3(d) of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "or
Sublessee,".

     X.   Section 5.3(e).  Section 5.3(e) of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "or Sublessee"
each of the three (3) times such phrase appears in the
introductory and concluding language of subsection (e).

     Y.   Section 5.3(e)(C).  Section 5.3(e)(C) of the Greenhouse
Loan Agreement is hereby amended by deleting the phrase "or
Sublessee".

     Z.   Section 5.3(e)(D).  Section 5.3(e)(D) of the Greenhouse
Loan Agreement is hereby amended by deleting the phrase "or
Sublessee".

     Y.   Section 5.3(e)(G).  Section 5.3(e)(G) of the Greenhouse
Loan Agreement is hereby amended by deleting the phrase "the
Sublessee".

     Z.   Section 5.4.  Section 5.4 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrases ", or
Sublessee at Borrower's direction," each of the two (2) times
such phrase appears in Section 5.4.

     AA.  Section 6.1.  Section 6.1 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrases "and Section
18.21 of the Sublease,", "the Sublease," and "or Sublessee".

     BB.  Section 6.2.  Section 6.2 of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the phrases "and
Sublessee", "the Sublease," and "nor Sublessee"; (ii) by deleting
the phrase "or Sublessee" each of the three (3) times such phrase
appears in Section 6.2; and (iii) by deleting the word "either"
and inserting in lieu thereof the word "it".

     CC.  Section 6.3.  Section 6.3 of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the phrases "the
Sublease," and "or Sublessee's"; and (ii) by deleting the phrase
"or cause Sublessee to pay" each of the two (2) times such phrase
appears in Section 6.3.

                                17

<PAGE>   18

     DD.  Section 7.2(ii).  Section 7.2(ii) of the Greenhouse
Loan Agreement is hereby amended by deleting subclause (ii) in
its entirety and sequentially renumbering the succeeding clause
"(ii)".

     EE.  Section 7.2(iii).  Section 7.2(iii) of the Greenhouse
Loan Agreement is hereby amended by deleting the phrase "or
Sublease Taxes".

     FF.  Section 7.5.  Section 7.5 of the Greenhouse Loan
Agreement is hereby amended by inserting the word "material"
after the phrase "any of its".

     GG.  Section 7.7.  Section 7.7 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "or Sublease"
in the title to Section 7.7, and by deleting the phrase "or any
Event of Default, as defined in Section 15.01 of the Sublease".

     HH.  Section 7.9.  Section 7.9 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase ", except as
contemplated by the Sublease" and inserting in lieu thereof the
phrase "unless the Indebtedness and Obligations under the
Greenhouse Loan Agreement and the New Greenhouse Loan Agreement
and the loans thereunder have been repaid and satisfied in full
and the Greenhouse Loan Agreement and New Greenhouse Loan
Agreement shall have been terminated."

     II.  Section 7.12.  Section 7.12 of the Greenhouse Loan
Agreement is hereby amended by deleting the word "Pledgor" each
of the two (2) times such word appears in Section 7.12 and
inserting in lieu thereof the word "Pledgors".

     JJ.  Section 7.14   Section 7.14 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrases "or
Sublessee" and ", the Sublease,".

     KK.  Section 7.15.  Section 7.15 of the Greenhouse Loan
Agreement is hereby amended by deleting it in its entirety and
inserting in lieu thereof the word "Deleted".

     LL.  Section 8.1.  Section 8.1 of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the phrase
"Sublessee, or both,"; and (ii) by deleting the word "Pledgor"
each of the two (2) times such word appears in Section 8.1 and
inserting in lieu thereof the word "Pledgors".

     MM.  Section 9.1.  Section 9.1 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "in each case
only to the extent such amendment, modification or consent,
release or waiver is requested by Sublessee or required as a
result of the occurrence of an Event of Default as defined in the
Sublease".

     NN.  Section 9.2.  Section 9.2 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase ", or cause
Sublessee to,".

                               18

<PAGE>   19

     OO.  Section 9.3.  Section 9.3 of the Greenhouse Loan
Agreement is hereby amended (i) by deleting the word "Pledgor's"
and inserting in lieu thereof the word "Pledgors' "; and (ii) by
deleting the word "Pledgor" and inserting in lieu thereof the
word "Pledgors".

     PP.  Section 9.4.  Section 9.4 of the Greenhouse Loan
Agreement is hereby amended by deleting the sentence "Further,
unless and until the agency relationship between Borrower and
Sublessee created pursuant to Section 5.03(a) of the Sublease
shall be terminated as provided in said Section 5.03(a), this
Agreement may not be amended or modified without the prior
written consent of Sublessee."

     QQ.  Section 9.8.  Section 9.8 of the Greenhouse Loan
Agreement is hereby amended by deleting the phrase "and under the
Sublease".

     RR.  Section 9.9.  Section 9.9 of the Greenhouse Loan
Agreement is hereby amended by deleting:

                    "c/o Corporate Trinity Company
                    Corporation Trust Center
                    1209 Orange Street
                    Wilmington, Delaware 19801
                    Attention:  Mark A. Ferrucci, President
                    Telecopy No.  (302) 658-5459
                    Confirmation No.  (302) 658-7581

   with a copy to:  Dominion Growers of Fredericksburg, Inc.
                    21343 Germanna Highway
                    Rout 3 Box 18A1
                    Stevensburg, Virginia  22741
                    Telecopy No.  (703) 399-1777
                    Confirmation No.  (703) 399-1616

   and to:          Shackleford, Honenberger, Thomas & Willis, P.L.C.
                    One Perry Plaza
                    Orange, Virginia  22960-0522
                    Attention:  Christopher J. Honenberger
                    Telecopy No.  (703) 672-2714
                    Confirmation No.  (703) 672-2711"

                                 19

<PAGE>   20

and inserting in lieu thereof:

                    "Greenhost, Inc.
                    P.O. Box 67
                    Sealson, Virginia 22547
                    Attention:  President
                    Telecopy No.  (540) 775-2780
                    Confirmation No.  (540) 775-0400
                    If hand delivery, send to the following address:
                    2259 Kings Highway
                    King George, Virginia  22485
                    Attention:  President"

     SS.  Section 9.17.  Section 9.17 of the Greenhouse Loan
Agreement is hereby amended by deleting the word "Pledgor" each
of the four (4) times such word appears in Section 9.17 and
inserting in lieu thereof the word "Pledgors".

     TT.  The Greenhouse Loan Agreement is hereby amended by
deleting all references to the phrase "Credit Suisse" and
inserting in lieu thereof the phrase "Credit Suisse First
Boston".

                              20

<PAGE>   21

VI.  AMENDMENTS TO ANNEX A TO THE GREENHOUSE LOAN AGREEMENT

     A.   Acceptable Issuer.  The definition of "Acceptable
Issuer" in Annex A is hereby amended by deleting it in its
entirety.

     B.   Adjusted Loan Balance.  The definition of "Adjusted
Loan Balance" is hereby amended by deleting it in its entirety.

     C.   Collateral Documents.  The definition of "Collateral
Documents" is hereby amended (i) by deleting the word "Agreement"
in subclause (b) and inserting in lieu thereof the word
"Agreements"; and (ii) by deleting in their entirety subclause
(c), and the first subclause (d).

     D.   Collateral Pledge. The definition of "Collateral
Pledge" is hereby amended (i) by inserting the phrase "as amended
November 19, 1996, and" after the word "Agent,"; and (ii) by
inserting the word "further" after the phrase "as the same may
be".

     E.   Consequential Damages Event of Default.  The definition
of "Consequential Damages Event of Default" is hereby amended by
deleting it in its entirety.

     F.   Depreciated Value.  The definition of "Depreciated
Value" is hereby amended by deleting it in its entirety.

     G.   DGFI Stock Pledge Agreements.  The definition of "DGFI
Stock Pledge Agreements" is hereby amended by deleting it in its
entirety.

     H.   Event of Default.  The definition of "Event of Default"
is hereby amended by deleting the phrase " "Event of Default" in
the Sublease shall have the meaning given in Article 15 of the
Sublease."

     I.   Fee Mortgagee.  The definition of "Fee Mortgagee" is
hereby amended by deleting it in its entirety and inserting in
lieu thereof the phrase "the Security Agent under the Security
Deposit Agreement".

     J.   Governmental Authority.  The definition of
AGovernmental Authority is hereby amended by deleting the phrase
"the Sublessee,".

     K.   Greenhouse Reserve Account.  The definition of
"Greenhouse Reserve Account" is hereby amended by deleting it in
its entirety.

     L.   Greenhost Stock Pledge Agreement.  The definition of
"Greenhost Stock Pledge Agreement" is hereby amended by deleting
it in its entirety.

     M.   Greenhost Stock Pledge Agreements.  Annex A is hereby
amended by adding the following definition in alphabetical order:

                                21

<PAGE>   22

          " "Greenhost Stock Pledge Agreements" means
     collectively, (i) the Amended and Restated Stock Pledge
     Agreement dated November 19, 1996 between SEI Birchwood,
     Inc., a Delaware corporation, as Pledgor, and Birchwood
     Power Partners, L.P., a Delaware limited partnership, as
     Lender; and (ii) the Amended and Restated Stock Pledge
     Agreement dated November 19, 1996 between
     Cogentrix/Birchwood Two, L.P., a Delaware limited
     partnership, as Pledgor, and Birchwood Power Partners, L.P.,
     a Delaware limited partnership, as Lender."

     N.   Improvements.  The definition of "Improvements" is
hereby amended by deleting it in its entirety and inserting in
lieu thereof the following:

          " "Improvements" shall mean any and all structures and
     appurtenances thereto of every type and kind on, at or under
     the Site, including but not limited to, the Inducement
     Improvements (as defined in Annex A to the Term Loan and
     working Capital Agreement), the Greenhouse Facility,
     buildings, outbuildings, garages, sheds, walkways, sprinkler
     systems or pipes, garages, roads, curbing, paving,
     driveways, parking areas, funds, retaining walls, stairs,
     and the Storm Water Piping; provided, however, that
     "Improvements" shall not include the Steam Interconnection
     Facilities, the metering devices and the Power Station
     Piping."

     O.   Indebtedness.  The definition of "Indebtedness" is
hereby amended (i) by deleting the word "Note" and inserting in
lieu thereof the word "Notes" each of the two (2) times such word
appears in the definition, and (ii) by deleting the word
"Pledgor" and inserting in lieu thereof the word "Pledgors".

     P.   Legal Requirements.  The definition of "Legal
Requirements" is hereby amended (i) by deleting the phrases ",
Sublessee", "or Sublessee's as the case may be," and "or
Sublessee"; and (ii) by deleting the word "Pledgor" and inserting
in lieu thereof the word "Pledgors".

     Q.   Letter of Credit Amount.  The definition of "Letter of
Credit Amount" is hereby amended by deleting it in its entirety.

     R.   Loan Documents.  The definition of "Loan Documents" is
hereby amended by deleting the word "Note" and by inserting in
lieu thereof the word "Notes".

     S.   Note.  The definition of "Note" is hereby amended by
deleting it in its entirety.

                               22

<PAGE>   23

     T.   Notes.  Annex A is hereby amended by adding the
following definition in alphabetical order:

          " "Notes" means (i) the Promissory Note executed by
     Borrower in the form of Exhibit A to the Greenhouse Loan
     Agreement, payable to the order of Lender, in the amount of
     Twenty Million Seventy Nine Thousand Dollars ($20,079,000),
     (ii) the Working Capital Note executed by Borrower in the
     form of Exhibit A to the Term Loan and Working capital
     Agreement, payable to the order of Lender, in the amount of
     Three Million Dollars ($3,000,000), and (iii) the Term Note
     executed by Borrower in the form of Exhibit B to the Term
     Loan and Working Capital Agreement, payable to the order of
     Lender, in the amount of Two Million Five Hundred Thousand
     Dollars ($2,500,0000), and any and all renewals,
     reinstatements, rearrangements, enlargements or extensions
     thereof or of any promissory note or notes given
     thereafter."

     U.   Obligations.  The definition of "Obligations" is hereby
amended (i) by deleting the phrase "Pledgor, or Sublessee, or any
other Person" and inserting in lieu thereof the word "or
Pledgors"; and (ii) by deleting the phrase "Sublessee, Pledgor,
or any other Person in connection therewith, or" and inserting in
lieu thereof the phrase "or Pledgors".

     V.   Permitted Investments.  Annex A is hereby amended by
adding the following definition in alphabetical order:

          " "Permitted Investments" means, collectively, (a)
     direct obligations of the United States or of any agency or
     political subdivision thereof, or obligations guaranteed as
     to principal and interest by the United States or by any
     agency or political subdivision thereof, in any case
     maturing not more than 90 days from the date of acquisition
     thereof; (b) certificates of deposit issued by any bank
     having capital surplus and undivided profits of at least
     U.S.$500,000,000 and a long-term unsecured senior debt
     rating of at least "A" by Standard & Poor's and "A2" by
     Moody's, in any case maturing not more than 90 days from the
     date of acquisition thereof; and (c) commercial paper rated
     "P-1" or better by Moody's or "A-1" or better by Standard &
     Poor's, in any case maturing not more than 90 days for the
     date of acquisition hereof."

     W.   Pledgor. The definition of "Pledgor" is hereby amended
by deleting it in its entirety.

     X.   Pledgors.  Annex A is hereby amended by adding the
following definition in alphabetical order:

          " "Pledgors" means, collectively (i) SEI Birchwood,
     Inc., a Delaware corporation, as pledgor under the Amended
     and Restated Stock Pledge Agreement dated November 19, 1996
     between SEI Birchwood, Inc. and Birchwood Power Partners,
     L.P., a Delaware limited partnership, and (ii)
     Cogentrix/Birchwood Two, L.P., a Delaware limited
     partnership, as pledgor under the Amended and Restated Stock
     Pledge Agreement dated November 19, 1996 between
     Cogentrix/Birchwood Two, L.P. and Birchwood Power Partners,
     L.P., a Delaware limited partnership."

                                23

<PAGE>   24

     Y.   Power Station Piping.  The definition of "Power Station
Piping" is hereby amended by deleting the word "Subpremises" and
inserting in lieu thereof the word "Premises".

     Z.   Project Contracts.  The definition of "Project
Contracts" is hereby amended by deleting the phrases ", the
Sublease", and "or Sublessee".

     AA.  Rent, Annual Rent, Base Rent, Calculated Rent,
Supplemental Rent, and Additional Rent.  The definition of
"Rent", "Annual Rent", "Base Rent", "Calculated Rent",
"Supplemental Rent" and "Additional Rent" is hereby amended by
deleting it in its entirety.

     BB.  Salary Cap.  The definition of "Salary Cap" is hereby
amended by deleting it in its entirety.

     CC.  Section 15.02 Payment. The definition of "Section 15.02
Payment" is hereby amended by deleting it in its entirety.

     DD.  Section 15.02(g) Fair Market Value.  The definition of
"Section 15.02(g) Fair Market Value" is hereby amended by
deleting it in its entirety.

     EE.  Section 19.01 Option Date.  The definition of "Section
19.01 Option Date" is hereby amended by deleting it in its
entirety.

     FF.  Section 19.02 Option Date.  The definition of "Section
19.02 Option Date" is hereby amended by deleting it in its
entirety.

     GG.  Section 21.01 Event of Default.  The definition of
"Section 21.01 Event of Default" is hereby amended by deleting it
in its entirety.

     HH.  Section 21.01 Purchase Price.  The definition of
"Section 21.01 Purchase Price" is hereby amended by deleting it
in its entirety.

     II.  Special Drawing Event.  The definition of "Special
Drawing Event" is hereby amended by deleting it in its entirety.

     JJ.  Sublessee's Letter of Credit.  The definition of
"Sublessee's Letter of Credit" is hereby amended by deleting it
in its entirety.

     KK.  Sublessor.  The definition of "Sublessor" is hereby
amended by deleting the phrase ", in its capacity as Sublessor
under the Sublease".

     LL.  Taxes.  The definition of "Taxes" is hereby amended by
deleting it in its entirety.

                               24

<PAGE>   25

     MM.  Term Loan and Working Capital Agreement.  Annex A is
hereby amended by adding the following definition in alphabetical
order:

          " "Term Loan and Working Capital Agreement" means that
     Term Loan and Working Capital Agreement dated as of November
     19, 1996 as the same may be amended, modified or
     supplemented from time to time between Birchwood Power
     Partners, L.P., a Delaware limited partnership, as Lender,
     and Greenhost, Inc., a Delaware corporation, as Borrower."

     NN.  Total Liquidated Damages.  The definition of "Total
Liquidated Damages" is hereby amended by deleting it in its
entirety.

     OO.  Unpaid Liquidated Damages.  The definition of "Unpaid
Liquidated Damages" is hereby amended by deleting it in its
entirety.

     PP.  Working Capital Loan Facility.  The definition of
"Working Capital Loan Facility" is hereby amended by deleting the
current definition and inserting in lieu thereof the following:

          "shall mean the working capital loan facility provided
     for in the Term Loan and Working Capital Agreement pursuant
     to which Borrower may borrow and reborrow from time to time
     up to Three Million Dollars ($3,000,000) and for which
     Borrower has granted a security interest to Lender in the
     Working Capital Property."

     QQ.  Working Capital Loan.  The definition of "Working
Capital Loan" is hereby amended by deleting the word "Sublessee"
and inserting in lieu thereof the word "Borrower".

     RR.  Working Capital Property.  The definition of "Working
Capital Property" is hereby amended by deleting the word
"Sublessee's" each of the two (2) times such word appears in the
definition and inserting in lieu thereof the word "Borrower's".

     SS.  Annex A to the Greenhouse Loan Agreement is hereby
amended by deleting all references to the phrase "Credit Suisse"
and inserting in lieu thereof the phrase "Credit Suisse First
Boston".

                                25

<PAGE>   26

VIII.  AMENDMENTS TO THE STEAM SALES AGREEMENT

     A.   Section 10.5.  Section 10.5 of the Steam Sales
Agreement is hereby amended by (i) inserting the phrase "one half
(1/2) of" immediately after the phrase "herein on a monthly basis
for" and (ii) deleting the last three (3) sentences of Section
10.5 and inserting in lieu thereof the following sentence:

               The amount of any such reimbursement shall be
          based on the average price which Birchwood pays for
          fuel oil purchased from third parties during such month
          Birchwood is required to partially reimburse Greenhost
          under this Section 10.5; provided, however if Birchwood
          shall ever purchase fuel oil from an Affiliate during
          such month and the purchase price of such fuel oil is
          higher than the prevailing market rate for such fuel
          oil, any such reimbursement amount due and owing for
          such month shall be based on the prevailing market rate
          for such fuel oil.

     B.   Section 24.  Section 24 of the Steam Sales Agreement is
hereby amended by deleting the notice addresses for Greenhost in
their entirety and inserting in lieu thereof the following:

                    Greenhost, Inc.
                    "P.O. Box 67
                    Sealson, Virginia 22547
                    Attention:  Thomas E. Dorsey
                    Telecopy No.  (540) 775-2780
                    If hand delivery, send to the following address:
                    2259 Kings Highway
                    King George, Virginia  22485"


     C.   Section 26.2.  Section 26.2 of the Steam Sales
Agreement is hereby amended by deleting the last sentence of
Section 26.2.

     D.   Section 32.  Section 32 of the Steam Sales Agreement is
hereby amended by deleting the phrase "except as set forth in the
Sublease,".

     E.   Section 36.  Section 36 of the Steam Sales Agreement is
hereby amended by deleting the last sentence of Section 36.

     F.  The Steam Sales Agreement is hereby amended by deleting
all references to the phrase "Credit Suisse" and inserting in
lieu thereof the phrase "Credit Suisse First Boston".

                               26

<PAGE>   27

VIII.     MISCELLANEOUS

     A.  Conditions to Effectiveness.  This Amendment shall
become effective on the date that the Administrative Agent shall
have received counterparts hereof, duly executed by the Borrower,
the Administrative Agent, the Issuing Bank, the Majority Lenders
and the Security Agent.

     B.  Continuing Effect; No Other Amendments.  Except as
expressly amended, modified and supplemented hereby, the
provisions of the Project Loan Agreement and of the Security
Deposit Agreement are and shall remain in full force and Effect.

     C.  Governing Law.  This Amendment as it pertains to the
Project Loan Agreement, the Security Deposit Agreement and Annex
A to the Project Loan Agreement and the Security Deposit
Agreement and the rights and obligations of the parties thereto
shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.

     This Amendment as it pertains to the Greenhouse Loan
Agreement, Annex A to the Greenhouse Loan Agreement and the Steam
Sales Agreement and the rights and obligations of the parties
thereto shall be governed by, and construed and interpreted in
accordance with, the laws of the Commonwealth of Virginia.

     D.  Counterparts.  This Amendment may be executed by one or
more of the parties hereto in any number of separate
counterparts, each of which shall be an original and all of which
taken together shall be deemed to constitute one and the same
instrument.

     E.  Fees and Expenses.  The Borrower agrees to reimburse the
Administrative Agent for all of its out-of-pocket costs and
expenses incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment including,
without limitation, the fees and disbursements of Simpson Thacher
& Bartlett, counsel to the Administrative Agent and to the
Security Agreement.

                               27

<PAGE>   28

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
proper and duly authorized officers as of the day and year first
above written.  The signature(s) of each party shall be in its
capacity as a party to any of the contracts amended hereby and,
in the case of any contract amended hereby and the Amendment to
Deed of Master Lease dated as of March 27, 1997, by and between
Birchwood Power Partners, L.P. and Greenhost Inc.; the Amended
and Restated Short Form Deed of Master Lease dated as of November
19, 1996 by and between Birchwood Power Partners, L.P. and
Greenhost, Inc.; the Amendment to Deed of Trust, Security
Agreement and Assignment of Leases and Rents dated as of March
27, 1997, by and between Greenhost, Inc. and Lawyers Title
Insurance Corporation for the benefit of Birchwood Power
Partners, L.P.; the Amended and Restated Stock Pledge Agreement
dated as of November 19, 1996, by and between Cogentrix/Birchwood
Two, L.P. and Birchwood Power Partners, L.P.; the Amended and
Restated Stock Pledge Agreement dated as of November 19, 1996, by
and between SEI Birchwood Inc. and Birchwood Power Partners,
L.P.; the Amended and Restated Borrower Stock Assignment dated as
of December 23, 1996 by Birchwood Power Partners, L.P. in favor
of Credit Suisse First Boston as Security Agent; the Amended and
Restated Collateral Assignment of Greenhouse Note, Loan Agreement
and Mortgage dated as of November 19, 1996; and the Amendment to
Credit Line Deed of Trust, Assignment and Security Agreement,
dated as of November 19, 1996, by and between Birchwood Power
Partners, L.P. and Lawyers Title Insurance Corporation for the
benefit of Credit Suisse First Boston as Security Agent to which
it is not a party, shall represent its consent to such amendment.

                              BIRCHWOOD POWER PARTNERS, L.P.
                              
                              By:  SEI Birchwood, Inc., a General Partner
                              
                                   By:  /s/ T.E. Dorsey
                                        Name:  T.E. Dorsey
                                        Title: Vice President
                              
                              
                              By:  Cogentrix / Birchwood Two, L.P., a
                                   General Partner
                              
                                   By:  Cogentrix of Birchwood I, Inc., its
                                        Sole General Partner
                              
                                   By:  /s/ Elizabeth L. Rippetoe
                                        Name:  Elizabeth L. Rippetoe
                                        Title: Vice President
                              
                              GREENHOST, INC.
                              
                              By:  /s/ Steve Gillis
                                   Name:  Steve Gillis
                                   Title: Vice President

                               28

<PAGE>   29
                              
                              CREDIT SUISSE FIRST BOSTON, as Security Agent
                              
                              By:  /s/ Steven Dowe
                                   Name:  Steven Dowe
                                   Title: Associate
                              
                              By:  /s/ Larcy V. Maval
                                   Name:  Larcy V. Maval
                                   Title: Associate
                              
                              CREDIT SUISSE FIRST BOSTON and
                              CREDIT SUISSE FIRST BOSTON, NEW
                              YORK BRANCH, as Issuing Bank, as
                              Administrative Agent, as Co-Agent, as a
                              Bank, as a Secured Counterparty and as
                              a Secured Party
                              
                              By:  /s/ Steven Dowe
                                   Name:  Steven Dowe
                                   Title: Associate
                              
                              By:  /s/ Larcy V. Maval
                                   Name:  Larcy V. Maval
                                   Title: Associate
                              
                              BANQUE PARIBAS, NEW YORK BRANCH as
                               a Co-Agent, as a Bank and as a Secured Party
                              
                              By:  /s/ Timothy Vincent
                                   Name:  Timothy Vincent
                                   Title: Associate
                              
                              By:  /s/ Glenn Tobias
                                   Name:  Glenn Tobias
                                   Title: Group Vice President
                              
                              BANQUE PARIBAS, PARIS as a
                               Secured Party and as a Secured Counterparty
                              
                              By:  /s/ Janet Strickland
                                   Name:  Janet Strickland
                                   Title: Authorized Signatory
                              
                              By: 
                                   Name: 
                                   Title:

                                29

<PAGE>   30
                              
                              BARCLAYS BANK PLC as a Co-Agent, as a 
                               Bank, as a Secured Counterparty and as a 
                               Secured Party
                              
                              By:  /s/ Salvatore Esposito
                                   Name:  Salvatore Esposito
                                   Title: Director
                              
                              THE TORONTO-DOMINION BANK as a Bank
                                and as a Secured Party
                              
                              By:  /s/ Lisa Allison
                                   Name:  Lisa Allison
                                   Title: Manager, Credit Administration
                              
                              NATIONAL WESTMINSTER BANK PLC as a Bank
                                and as a Secured Party
                              
                              By:  /s/ Brian T. Caldwell
                                   Name:  Brian T. Caldwell
                                   Title: Vice President

                                30

<PAGE>   31

                              BANQUE NATIONALE DE PARIS as a Bank
                                and as a Secured Party
                              
                              By:  /s/ Peter A. Ryan
                                   Name:  Peter A. Ryan
                                   Title: Vice President

                              By:  /s/ Gail J. Notsing
                                   Name:  Gail J. Notsing
                                   Title: Vice President

                              THE FUJI BANK LTD. as a Bank and
                                as a Secured Party
                              
                              By:
                                   Name:
                                   Title:
                              
                              THE BANK OF NOVA SCOTIA as a Bank
                                and as a Secured Party
                              
                              By:  /s/ Bruce Matheson
                                   Name:  Bruce Matheson
                                   Title: Vice President
                              
                              THE SANWA BANK, LIMITED, NEW YORK
                                BRANCH, as a Bank and as a Secured Party
                              
                              By:  /s/ Thomas R. Cantello
                                   Name:  Thomas R. Cantello
                                   Title: Assistant Vice President
                              
                              JOHN HANCOCK MUTUAL LIFE INSURANCE
                               COMPANY as an Institution and as a
                               Secured Party
                              
                              By:  /s/ Barry E. Welch
                                   Name:  Barry E. Welch
                                   Title: Senior Investment Officer
                              
                              JOHN HANCOCK VARIABLE LIFE
                               INSURANCE COMPANY as an Institution
                               and as a Secured Party
                              
                              By:  /s/ Barry E. Welch
                                   Name:  Barry E. Welch
                                   Title: Vice President - Investments

                               31

<PAGE>   32
                              
                              MELLON BANK, N.A., solely in its capacity as
                               Trustee for the LONG-TERM INVESTMENT TRUST
                               (as directed by John Hancock Mutual Life
                               Insurance Company), and not in its
                               individual capacity
                              
                              By:  /s/ Susan G. Testa
                                   Name:  Susan G. Testa
                                   Title: Trust Officer
                              
                              MELLON BANK, N.A., solely in its capacity as
                               Trustee for the NYNEX MASTER PENSION TRUST
                               (as directed by John Hancock Mutual Life
                               Insurance Company), and not in its
                               individual capacity
                              
                              By:  /s/ Susan G. Testa
                                   Name:  Susan G. Testa
                                   Title: Trust Officer
                              
                              COMMONWEALTH OF PENNSYLVANIA
                                STATE EMPLOYES'[SIC] RETIREMENT
                                SYSTEM, as an Institution and as
                                a Secured Party
                              
                              By:  John Hancock Mutual Life Insurance
                                   Company, as Investment Adviser
                              
                              By:  /s/ Barry E. Welch
                                   Name:  Barry E. Welch
                                   Title: Vice President - Investments
                              
                              ALLSTATE INSURANCE COMPANY as an
                                Institution and as a Secured Party
                              
                              By:  /s/ Charles Mires 
                                   Name:  Charles Mires
                                   Title: Assistant Vice President
                              
                              By:  /s/ Steve M. Laude
                                   Name:  Steve M. Laude
                                   Title: Senior Portfolio Manager

                                 32

<PAGE>   33

                              ALLSTATE LIFE INSURANCE COMPANY as
                                an Institution and as a Secured Party
                              
                              By:  /s/ Charles Mires
                                   Name:  Charles Mires
                                   Title: Assistant Vice President
                              
                              By:  /s/ Steve M. Laude
                                   Name:  Steve M. Laude
                                   Title: Senior Portfolio Manager


                              ALLSTATE LIFE INSURANCE COMPANY OF
                                NEW YORK, as an Institution and
                                as a Secured Party
                              
                              By:  /s/ Charles Mires
                                   Name:  Charles Mires
                                   Title: Assistant Vice President
                              
                              By:  /s/ Steve M. Laude
                                   Name:  Steve M. Laude
                                   Title: Senior Portfolio Manager
                              
                              NEW YORK LIFE INSURANCE COMPANY, as
                                an Institution and as a Secured Party
                              
                              By:  /s/ Jamie N. Manson
                                   Name:  Jamie N. Manson
                                   Title: Investment Manager
                              
                              UNION BANK OF CALIFORNIA, N.A. as a
                                Co-Agent, as a Bank, as a Secured
                                Counterparty and as a Secured Party
                              
                              By:  /s/ Susan K. Johnson
                                   Name:  Susan K. Johnson
                                   Title: Vice President

                              33