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                                                                  EXECUTION COPY


                               AMENDMENT NO. 3 TO
                        ASSIGNMENT AND SECURITY AGREEMENT


                  AMENDMENT NO. 3, dated as of February 11, 1998, between
COGENTRIX OF VIRGINIA, INC., a Virginia corporation (the "Company"), and CREDIT
LYONNAIS, as grantee (in such capacity, the "Grantee") for the benefit of the
Secured Parties referred to below to the ASSIGNMENT AND SECURITY AGREEMENT,
dated as of October 1, 1987, as amended by Amendment No. 1, dated as of
September 1, 1988, and as amended by Amendment No. 2, dated July 1, 1996 (as so
amended, the "Partner Assignment"), between the Company and Banque Paribas, New
York Branch ("Paribas"), as grantee (in such capacity the "Original Grantee").

                              W I T N E S S E T H :

                  WHEREAS, the Company and the Original Grantee entered into the
Partner Assignment in order to grant to the Original Grantee, for the equal and
ratable benefit of the Secured Parties, a first lien on and a continuing first
priority security interest in all of the Company's personal property, tangible
and intangible, whether then owned or at any time thereafter acquired, as
security for the payment when due (whether at the stated maturity, by
acceleration or otherwise) of all of the Obligations of James River Cogeneration
Company, a North Carolina general partnership (the "Partnership") as defined in
the Application for Letter of Credit and Reimbursement Agreement, dated as of
December 1, 1986, as amended by the First Amendment, dated as of February 20,
1987, among Cogentrix of Virginia, Inc., Paribas, as issuing bank and as agent,
and the other banks parties thereto, and as further modified by the Assumption
and Modification Agreement, dated as of October 1, 1987, among said parties and
the Partnership and as amended and restated in its entirety by the Amended and
Restated Application for Letter of Credit and Reimbursement Agreement, dated as
of September 1, 1988, as amended by Amendment No. 1, dated as of December 1,
1993, Amendment No. 2, dated as of February 15, 1995, and Amendment No. 3, dated
as of March 15, 1996, each among the Partnership, Paribas, as issuing bank and
agent, and the other banks parties thereto, and as again amended and restated in
its entirety by the Second Amended and Restated Application for Letter of Credit
and Reimbursement Agreement, dated as of July 1, 1996, among the Partnership,
Paribas, as agent, and the other banks parties thereto (the "Existing
Reimbursement Agreement");

                  WHEREAS, Credit Lyonnais has agreed to succeed Paribas as
agent under the Existing Reimbursement Agreement and as grantee under the
Partner Assignment;

                  WHEREAS, at the request of the Partnership, the parties to the
Existing Reimbursement Agreement have agreed to amend and restate such agreement
in its entirety pursuant to the Third Amended and Restated Application for
Letter of Credit and Reimbursement Agreement, dated as of February 11, 1998,
among the Partnership, the Banks (as defined therein), the Issuing Bank (as
defined therein) and Credit Lyonnais, as agent for the Issuing Bank and the
Banks (in such capacity, the "Agent") (herein, as amended, supplemented


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or otherwise modified from time to time, called the "Reimbursement Agreement")
for the purpose of, among other things, appointing Credit Lyonnais as Agent and
providing for the issuance by the Issuing Bank of the Debt Service Letter of
Credit referred to therein; and

                  WHEREAS, said Third Amended and Restated Application for
Letter of Credit and Reimbursement Agreement will not become effective unless,
among other things, the Company enters into this Amendment No. 3 to the Partner
Assignment;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the Company and the Grantee agree as follows:

                  1. The term "Reimbursement Agreement," wherever used herein or
in the Partner Assignment, shall be deemed references to the Reimbursement
Agreement, as defined above.

                  2. The term "Obligations" and all other capitalized terms used
in the Partner Assignment which are defined in the Reimbursement Agreement shall
have the respective meanings as therein defined.

                  3. Each reference in the Partner Assignment to the term
"Grantee" shall be deemed a reference to Credit Lyonnais, as grantee for the
Secured Parties (as defined in the Reimbursement Agreement).

                  4. The third sentence of paragraph (a) of Section 8 of the
Partner Assignment is hereby amended by deleting therefrom the term "Bank" and
substituting in lieu thereof the phrase "Secured Party".

                  5. Section 11 of the Partner Assignment is hereby amended by
deleting in its entirety the first and second sentences of such section and
substituting therefor the following sentences:

                  "Any notice to the Grantee shall be deemed effective only if
                  sent to and received at the office of the Grantee at 1301
                  Avenue of the Americas, New York, New York 10019-6022. Any
                  notice to the Company hereunder shall be deemed to have been
                  duly given when delivered by hand or when deposited in the
                  mail, first class postage prepaid, addressed to the Company at
                  9405 Arrowpoint Boulevard, Charlotte, North Carolina 28273,
                  Attention: President (with copy to General Counsel)."

                  6. Section 16 of the Partner Assignment is hereby amended as
follows:

                           (a) The first and second sentences of paragraph (a)
                           thereof are hereby amended by deleting from each such
                           sentence the term "Bank" and substituting in lieu
                           thereof the phrase "Secured Party".

                           (b) The second sentence of paragraph (b) thereof is
                           hereby amended by deleting the term "Bank" therefrom
                           and substituting in lieu thereof the phrase "Secured
                           Party".

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                           (c) The third sentence of paragraph (b) thereof is
                           hereby amended by deleting the term "Banks" therefrom
                           and substituting in lieu thereof the phrase "Secured
                           Parties".

                  7. The second sentence of Section 18 of the Partner Assignment
is hereby amended by deleting therefrom the term "Banks" and substituting in
lieu thereof the phrase "Secured Parties".

                  8. The Company hereby confirms the pledge, assignment,
hypothecation, transfer and delivery to the Grantee for the equal and ratable
benefit of the Secured Parties (as defined in the Reimbursement Agreement) of,
and the granting by the Company to the Grantee for the equal and ratable benefit
of the Secured Parties of a first lien on and first perfected security interest
in, the Collateral (as defined in the Partner Assignment) and all proceeds
thereof in accordance with the provisions of the Partner Assignment, as
collateral security for the prompt and complete payment when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations (as defined in
the Reimbursement Agreement) now existing or hereafter arising.

                  9. The Company hereby represents and warrants that the
representations and warranties contained in clauses (a), (b), (c) and (d) of
Section 4 of the Partner Assignment are each true and correct as of the date
hereof.

                  10. Except as expressly amended hereby, the Partner Assignment
shall continue to be, and shall remain, in full force and effect in accordance
with its terms.


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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.

                                       COGENTRIX OF VIRGINIA, INC.



                                       By: /s/ Elizabeth L. Rippetoe
                                          --------------------------------------
                                        Title: Vice President



                                       CREDIT LYONNAIS, as Grantee



                                       By: /s/ James F. Guidera
                                          --------------------------------------
                                        Title: Vice President