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                                                                EXHIBIT 10.109




                            EMPLOYMENT AGREEMENT


          THIS EMPLOYMENT AGREEMENT, dated as of May 1, 1997 (the
"Agreement"),  is made by and between COGENTRIX ENERGY,  INC.,  a
North Carolina corporation (the "Company"), and MARK F. MILLER, a
resident of Nissequogue, New York (the "Employee").

           WHEREAS,  the Company is in the business of developing
and  operating independent power and cogeneration facilities (the
"Business"); and

           WHEREAS,  the  Company and the Employee  are  mutually
desirous  that the Company employ the Employee, and the  Employee
accept  employment, as President and Chief Operating  Officer  of
the Company upon the terms and conditions hereinafter set forth.

           NOW, THEREFORE, in consideration of the foregoing  and
of  the respective covenants and agreements of the parties herein
contained, the Company and the Employee hereby agree as follows:

          1.   Duties.

           1.1   During the Term (as defined below), the Employee
shall be the President and Chief Operating Officer of the Company
(or  such  other and comparable titles and positions as shall  be
given the Employee by the Board of Directors of the Company  (the
"Board")), shall faithfully perform for the Company the duties of
said offices and shall perform such other duties of an executive,
managerial  or  administrative nature as shall be  specified  and
designated  from time to time by the Chief Executive  Officer  of
the  Company.  The Employee shall have such corporate  power  and
authority  as are necessary to perform the duties of such  office
and  any  other  office(s)  that are so  assigned  to  him.   The
Employee shall report directly to the Chief Executive Officer and
Vice-Chairman   of   the  Board.   The  Employee   shall   devote
substantially  all  of  his  business  time  and  effort  to  the
performance  of his duties hereunder, shall use his best  efforts
to advance the best interests of the Company and shall not engage
in  outside  business activities which materially interfere  with
the performance of his duties hereunder.

           1.2   The  duties  to  be performed  by  the  Employee
hereunder  shall  be  performed  primarily  in  Charlotte,  North
Carolina, subject to reasonable travel requirements on behalf  of
the Company.  The Company shall not relocate the Employee outside
of Charlotte, North Carolina, without his prior written consent.

          2.   Term.  Subject to Section 12.2, the Company hereby
employs  the  Employee,  and  the Employee  hereby  accepts  such
employment, for an initial term commencing as of the date  hereof
and  ending on the fifth anniversary of such date, unless  sooner
terminated in accordance with the provisions of Section  4  (said
initial  five-year term and any continuation thereof pursuant  to
Section  12.2,  unless sooner terminated in accordance  with  the
provisions  of Section 4, being hereinafter referred  to  as  the
"Term").

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          3.   Compensation.

           3.1  Base Salary.  During the Term and subject to  the
next  sentence  of  this  Section  3.1,  the  Employee  shall  be
compensated  at  the  annual  rate of $350,000  ("Base  Salary"),
payable  on  a  monthly basis in accordance  with  the  Company's
standard  payroll procedures.  On each anniversary  of  the  date
hereof, the Base Salary will be increased by an amount which will
not be less than the product (if positive) of (i) the Base Salary
in  effect  immediately prior to such anniversary  and  (ii)  the
percentage  (if positive) by which the Consumer Price Index  (All
Items  less shelter) for Urban Wage Earners and Clerical Workers,
for  the South Region/Population Size B, published by the  United
States  Government  for  the  month  preceding  such  anniversary
exceeds  such  index for the comparable month  in  the  preceding
year.

           3.2   Incentive Compensation.  In addition to the Base
Salary,  the Employee shall be entitled to receive a  cash  bonus
("Bonus")  in an amount to be determined following the conclusion
of  each  fiscal year of the Company during the Term in the  sole
discretion  of  David J. Lewis or the successor  Chief  Executive
Officer.  Any Bonus to which the Employee is entitled under  this
Section  3.2  shall be paid to the Employee during the  month  of
September  immediately following the fiscal year  to  which  such
Bonus  relates  in  a manner consistent with the  Company's  past
practice with respect to payment of bonuses.  Notwithstanding the
foregoing,  the Bonus for the first and second full fiscal  years
of the Company during the Term shall not be less than $80,000 and
$100,000, respectively.

          3.3  Profit Sharing.  The Employee shall be entitled to
participate  in the Company's existing profit sharing  plan  (the
"Plan").  The Company shall waive the two-year waiting period and
any  other  vesting  or eligibility requirements  that  otherwise
would  apply to the Employee under the Plan.  The Employee  shall
be  entitled to receive an amount in cash (a "Plan Distribution")
equal  to  the  product of (i) 0.7% and (ii)  the  Company's  net
income  before  taxes for each fiscal year of the Company  during
the  Term.  The Employee shall receive a pro-rated portion of any
Plan  Distribution for any partial fiscal year during  the  Term.
Subject   to  the  next  sentence  of  this  Section  3.3,   Plan
Distributions shall be paid in accordance with the terms  of  the
Plan  in  a  manner consistent with the Company's past  practice.
Notwithstanding anything to the contrary in this Agreement or the
Plan,  the  Employee  and the Company agree that  the  Employee's
entitlement  to receive Plan Distributions under  the  Plan  upon
termination of the Employee's employment during the Term of  this
Agreement for any reason (other than under Section 4.2) shall  be
governed by this Agreement and not the Plan.

          3.4  Expenses.  Upon submission of appropriate invoices
or  vouchers, the Company shall pay or reimburse the Employee for
all  reasonable expenses actually incurred or paid by him  during
the Term in the performance of his duties hereunder.

           3.5   Participation  in Benefit Plans.   The  Employee
shall  be entitled to participate in any health benefit or  other
employee  benefit plans available to the Company's key  employees
as  in  effect from time to time, to the extent that  he  may  be
eligible  to  do so under the applicable provisions of  any  such
plan.   To the fullest extent possible under applicable law,  the
Company  shall waive any and all vesting periods, minimum service
periods  and  waiting  periods that may otherwise  apply  to  the

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Employee  under the Company's health, benefit and other  employee
benefit plans available to the Company's key employees.

           3.6  Vacation.  The Employee shall be entitled to four
weeks  of  annual vacation and shall be subject to the  Company's
standard  vacation policy applicable to someone of  his  position
and  seniority.  Unused vacation shall not be carried  over  into
any  subsequent year during the Term.  The Company shall have  no
obligation to pay the Employee for any unused vacation.

           3.7  Automobile.  As promptly as practicable following
the date hereof, the Company shall pay the Employee an amount  in
cash  which,  after  tax,  equals the  value  of  the  Employee's
existing company automobile.  Except as provided in this  Section
3.7, the Company shall have no obligation to provide the Employee
an  automobile allowance or otherwise furnish to the Employee  an
automobile for use during the Term.

           3.8   Relocation.  The Company shall, at its sole cost
and  expense, offer the Employee relocation benefits  similar  to
the  relocation  benefits made available to the Employee  by  his
previous employer.

           3.9. Insurance.  In addition to providing Employee the
insurance coverage required under Section 3.5, the Company shall,
at  its  sole  cost and expense, provide for the benefit  of  the
Employee  during the Term a whole life insurance  policy  in  the
amount  of  $5  million,  which policy  shall  be  owned  by  the
Employee.   The  Company shall pay the Employee such  amounts  in
cash  as  are  necessary during the Term to pay  any  income  tax
liability  the Employee may incur in connection with  or  arising
out  of  (i) the whole life insurance policy described above  and
(ii) the Company's agreement to pay any such income tax liability
arising therefrom.  Upon any termination of the employment of the
Employee, the Employee shall have the right, at his sole cost and
expense, to assume the insurance policy described above  and  the
Company shall have no obligation to make any payments to maintain
such insurance policy or in the event the Employee elects not  to
assume,  or  make  any payments with respect to,  such  insurance
policy.

           4.   Termination.  The Employee's employment hereunder
may  be  terminated only upon the expiration of the Term of  this
Agreement  pursuant  to Section 2 above or  under  the  following
circumstances:

           4.1  Death.  The Employee's employment hereunder shall
terminate  automatically  upon his  death,  in  which  event  the
Company  shall pay to the Employee's written designee or,  if  he
has no written designee, to his spouse or, if he leaves no spouse
and  has  no  written designee, to his estate,  (i)  accrued  but
unpaid  Base  Salary through the date of death, (ii) Base  Salary
payable for the remainder of the Term, such amounts to be paid in
the  same  manner through the remainder of the  term  as  if  the
Employee's  employment  were not terminated,  (iii)  accrued  but
unpaid  Bonus  through the date of death and (iv) all  reasonable
expenses  actually  incurred  or paid  by  the  Employee  in  the
performance of his duties hereunder prior to the date of death.

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            4.2   Disability.   The  Company  may  terminate  the
Employee's  employment  hereunder if  (i)  as  a  result  of  the
Employee's  incapacity  due to physical or  mental  illness,  the
Employee  shall have been absent from his duties hereunder  on  a
full-time  basis  for  an aggregate of 180  consecutive  or  non-
consecutive business days in any 12 consecutive-month period  and
(ii) within 10 days after written notice of termination hereunder
is  given by the Company, the Employee shall not have returned to
the  performance  of his duties hereunder on a  full-time  basis.
The determination of incapacity or disability under the preceding
sentence  shall be made in good faith by the Company  based  upon
information  supplied by a physician selected by the  Company  or
its  insurers  and reasonably acceptable to the Employee  or  his
legal  representative.  During any period that the Employee fails
to  perform his duties hereunder as a result of incapacity due to
physical  or  mental  illness  (the  "Disability  Period"),   the
Employee shall continue to receive his full Base Salary hereunder
until his employment is terminated pursuant to this Section  4.2,
provided that amounts payable to the Employee shall be reduced by
the  sum of the amounts, if any, paid to the Employee during  the
Disability  Period  under any disability  benefit  plans  of  the
Company.

          4.3  Termination by the Company.

           4.3.1      The  Company  (i)  shall  have  "cause"  to
terminate  the Employee's employment hereunder upon the  Employee
(A)  being  convicted of a felony, a crime of moral turpitude  or
any  crime involving the Company (other than pursuant to  actions
taken  at  the  direction  or with the approval  of  the  Board),
(B)  being found by reasonable determination of the Company, made
in  good  faith,  to  have  engaged in  (1)  willful  misconduct,
(2) willful or gross neglect, (3) fraud, (4) misappropriation  or
(5)  embezzlement in the performance of his duties  hereunder  or
(C)  having  breached  in  any material  respect  the  terms  and
provisions  of  this  Agreement and failed to  cure  such  breach
within   15  days  following  written  notice  from  the  Company
specifying  such  breach  and (ii) may terminate  the  Employee's
employment  on written notice given to the Employee at  any  time
following  the  occurrence  of any of  the  events  described  in
clauses  (i)(A) and (i)(B) above and on written notice  given  to
the  Employee  at  any time not less than 60 days  following  the
occurrence of any of the events described in clause (i)(C) above.
In  the  event  the  Employee's employment is terminated  by  the
Company  for "cause", the Employee shall be entitled to  continue
to  receive Base Salary accrued but unpaid and expenses  incurred
but  not  repaid  to the Employee, in each case  only  until  the
effective date of such termination.

           4.3.2      In  the event the Employee's employment  is
terminated  by the Company other than for "cause",  the  Employee
shall be entitled to continue to receive (i) Base Salary, (ii) an
amount equal to (A) the average Bonus paid to the Employee during
the  three-year  period immediately prior to termination  by  the
Company  other  than for "cause" or (B) if three years  have  not
elapsed prior to such termination, the average Bonus paid to  the
Employee, or which would have been paid to the Employee  pursuant
to  this Agreement but for such termination, during the first two
full  fiscal  years of the Company during the  Term,  (iii)  Plan
Distributions and (iv) the benefits contemplated by  Section  3.5
of  this Agreement, in each case for the remainder of the Term as
if  such employment had not been terminated, such amounts  to  be

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paid (and benefits to be provided) in the same manner through the
remainder  of the Term as if such employment were not  terminated
and  without  offset for earnings from subsequent  employment  or
otherwise.   Notwithstanding the foregoing, if the benefit  plans
with  respect  to  the benefits described above  do  not  provide
coverage for or with respect to the Employee after the Employee's
employment  is terminated by the Company other than for  "cause",
the  Company  shall,  at its sole cost and expense,  provide  the
Employee supplemental benefits to the extent necessary to  afford
the  Employee  the  same benefit coverage that  would  have  been
available to the Employee for the remainder of the Term  had  his
employment not been terminated.

          4.4  Termination by the Employee.

           4.4.1      Definitions.  For purposes of this  Section
4.4,  the following terms shall have the respective meanings  set
forth below:


           (a)   "Affiliate" means, with respect to the  Company,
     any entity directly or indirectly controlled, controlling or
     under common control with the Company.

           (b)   "Acceleration Payment" means an amount  in  cash
     equal to the value of (i) any Bonus accrued but unpaid prior
     to  the  date of termination, (ii) any vacation accrued  but
     unused prior to the date of termination and (iii) all  stock
     options, restricted stock awards, stock appreciation  rights
     and   any   other   similar  Company   capital-stock   based
     compensation awards (whether vested or not vested) that have
     been granted or awarded to the Employee prior to the date of
     termination.

            (c)   "Change  of  Control"  means:   (i)  a  person,
     corporation,   entity  or  group   acquires,   directly   or
     indirectly, the beneficial ownership of 50% or more  of  the
     issued  and  outstanding stock of the Company  in  a  single
     transaction or series of transactions, (ii) the Company is a
     party to a merger, consolidation or similar transaction  and
     following  such  transaction 50% or more of the  issued  and
     outstanding  securities of said party is beneficially  owned
     by  a  person, corporation, entity or group other  than  the
     Company  or  an Affiliate of the Company, (iii) the  Company
     sells  or  transfers 50% or more of its assets to any  other
     person  or  persons other than an Affiliate of the  Company,
     (iv)  the  shareholders of the Company  approve  a  plan  or
     proposal  for the liquidation or dissolution of the  Company
     or  (v) during any two-year period, individuals who comprise
     a  majority  of the Board at the beginning of such  two-year
     period do not comprise a majority of the Board at the end of
     such  two-year period (such Board composition being referred
     to   as  a  "Continuing  Majority").   Notwithstanding   the
     foregoing,  the absence of a Continuing Majority during  the
     Term  shall  not  constitute a Change  of  Control  if  such
     absence is in contemplation of an initial public offering or
     a private placement of the capital stock or other securities
     of the Company.

           (d)   "Good reason" means: (i)  the assignment to  the
     Employee  of  any  duties inconsistent with  his  status  as
     President  and Chief Operating Officer of the Company  or  a
     material adverse alteration in the nature or status  of  his
     responsibilities from those provided herein or the  transfer

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     of  a significant portion of such responsibilities to one or
     more other persons; (ii)  the failure by the Company to  pay
     or  provide  to the Employee, within 30 days  of  a  written
     demand  therefor, any amount of compensation or any  benefit
     which is due, owing and payable pursuant to the terms hereof
     or  of  any applicable plan, program, arrangement or policy;
     (iii)  the breach in any material respect by the Company  of
     any  of its other obligations or agreements set forth herein
     and the failure by the Company to cure such breach within 30
     days after written notice thereof from the Employee; or (iv)
     the occurrence of a Change of Control.

           (e)  "Severance" means the sum of (i) the highest Base
     Salary  that was paid to the Employee at any time  prior  to
     termination  by  the  Employee for  good  reason,  (ii)  the
     average  Bonus  paid to the Employee during  the  three-year
     period immediately prior to termination by the Employee  for
     good  reason  or, if three years have not elapsed  prior  to
     such termination, the average Bonus paid to the Employee, or
     which would have been paid to the Employee pursuant to  this
     Agreement  but  for such termination, during the  first  two
     full  fiscal years of the Company during the Term, and (iii)
     the  average  Plan Distribution paid to the Employee  during
     the  three-year  period immediately prior to termination  by
     the  Employee  for good reason or, if three years  have  not
     elapsed prior to such termination, the Plan Distribution (on
     an  annualized basis) the Employee would have  received  for
     the   year  during  which  the  Employee's  employment   was
     terminated by the Employee for good reason.

            (f)    "Severance   Benefits"  means   the   benefits
     contemplated by Section 3.5 of this Agreement.

           (g)   "Severance Term" means the longer of  (i)  three
     years  and  (ii)  the  remainder  of  the  Term  as  if  the
     Employee's employment had not been terminated.

           4.4.2      At  the election of the Employee for  "good
reason,"  the  Employee may terminate his employment  immediately
upon  written  notice  to the Company.  If during  the  Term  the
Employee's  employment is terminated by  the  Employee  for  good
reason,  the  Employee  shall be entitled  to  receive  from  the
Company (i) Severance and Severance Benefits for each year during
the  Severance  Term  and the Acceleration Payment  and  (ii)  in
addition  to  the amounts described above, cash  payments  in  an
amount sufficient to ensure that the amounts received under  this
Section  4.4.2 as a result of a Change of Control are not subject
to  net  reductions due to the imposition of excise  taxes  under
Section 4999 of the Internal Revenue Code of 1986, as amended.

           4.4.3      Upon  90  days' prior written  notice,  the
Employee may terminate his employment with the Company other than
for  good  reason.   If the Employee voluntarily  terminates  his
employment  with  the  Company other than  for  good  reason,  no
further  payment shall be due the Employee pursuant to Section  3
above (other than payments for accrued and unpaid Base Salary and
expenses  incurred but not repaid to the Employee, in  each  case
prior to such termination).

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           4.5  Effect of Termination on Certain Obligations.  No
termination of the employment of the Employee, whether  voluntary
or  involuntary,  shall terminate, affect or impair  any  of  the
obligations or rights of the parties set forth in Sections 3.9, 4
and  5  of  this Agreement, all of which obligations  and  rights
shall  survive  any  termination of employment  of  the  Employee
hereunder.

          5.   Covenants of the Employee.

            5.1   Covenant  Against  Competition.   The  Employee
acknowledges that (i) the Company is one of a limited  number  of
persons  who  have developed the Business; (ii) the  Business  is
national  and  international in scope; (iii) the Employee's  work
for  the Company will give him access to the confidential affairs
and  proprietary information of the Company; (iv) the  agreements
and  covenants  of the Employee contained in this Section  5  are
essential  to the business and goodwill of the Company;  and  (v)
the  Company would not have entered into this Agreement  but  for
the  covenants  and  agreements set  forth  in  this  Section  5.
Accordingly, the Employee covenants and agrees that:

                (a)  During the Term, the Employee shall not,  in
the United States or Asia, directly or indirectly, (1) engage  in
any  business  that  competes with  the  Business  (or  any  part
thereof)  for the Employee's own account; (2) render any services
to   any  person  (other  than  the  Company)  engaged  in   such
activities;  or (3) become interested in any such  person  (other
than  the  Company) as a partner, shareholder, principal,  agent,
consultant  or  in any other relationship or capacity;  provided,
however,  that notwithstanding the above, the Employee  may  own,
directly  or  indirectly, solely as an investment, securities  of
any  such  person  which  are traded on any  national  securities
exchange  or  NASDAQ  if the Employee (A) is  not  a  controlling
person of, or a member of a group which controls, such person and
(B) does not, directly or indirectly, own 2% or more of any class
of securities of such person.

                (b)   During  the Term and for the period  ending
five  years following the date upon which the Employee ceases  to
be  an  employee  of the Company (the "Restricted  Period"),  the
Employee  shall  keep secret and retain in strictest  confidence,
and  shall  not  use  for his benefit or the benefit  of  others,
except in connection with the business and affairs of the Company
and  its  affiliates, all confidential matters  relating  to  the
Business  or  to  the Company and its affiliates learned  by  the
Employee  heretofore or hereafter, directly or  indirectly,  from
the  Company  and its affiliates, including, without  limitation,
information  with  respect  to (i) prospective  facilities,  (ii)
sales  figures, (iii) profit or loss figures, and (iv) customers,
clients,  suppliers,  sources of supply and customer  lists  (the
"Confidential   Information"),  and  shall  not   disclose   such
Confidential Information to anyone outside of the Company and its
affiliates  except  with  the  Company's  express  prior  written
consent and except for Confidential Information which (A)  is  at
the  time of receipt or thereafter becomes publicly known through
no  wrongful act of the Employee or (B) is received from a  third
party   not   under  an  obligation  to  keep  such   information
confidential and without breach of this Agreement.

                (c)   All  memoranda, notes, lists,  records  and
other documents (and all copies thereof) made or compiled by  the
Employee  or  made  available  to  the  Employee  concerning  the

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Business or the Company shall be the Company's property and shall
be delivered to the Company at any time on request.

           5.2  Rights and Remedies upon Breach.  If the Employee
breaches,  or  threatens  to commit  a  breach  of,  any  of  the
provisions  of  Section  5.1 (the "Restrictive  Covenants"),  the
Company  shall  have  the  following rights  and  remedies  (upon
compliance with any necessary prerequisites imposed by  law  upon
the  availability  of such remedies), each of  which  rights  and
remedies   shall  be  independent  of  the  other  and  severally
enforceable,  and all of which rights and remedies  shall  be  in
addition  to,  and not in lieu of, any other rights and  remedies
available to the Company under law or in equity:

                (a)  The right and remedy to have the Restrictive
Covenants  specifically enforced (without posting  bond)  by  any
court  having equity jurisdiction, including, without limitation,
the  right to an entry against the Employee of restraining orders
and injunctions (preliminary, mandatory, temporary and permanent)
against violations, threatened or actual, and whether or not then
continuing, of such covenants, it being acknowledged  and  agreed
that  any such breach or threatened breach will cause irreparable
injury to the Company and that money damages will not provide  an
adequate remedy to the Company.

           6.    Severability.   The  Employee  acknowledges  and
agrees  that  (i)  he has had an opportunity to  seek  advice  of
counsel   in  connection  with  this  Agreement  and   (ii)   the
Restrictive Covenants are reasonable in geographical and temporal
scope and in all other respects.  If it is determined that any of
the  provisions of this Agreement, including, without limitation,
any of the Restrictive Covenants, or any part thereof, is invalid
or  unenforceable,  the  remainder  of  the  provisions  of  this
Agreement  shall not thereby be affected and shall be given  full
effect, without regard to the invalid portions.

          7.   Blue-Pencilling.  If any court determines that any
of  the covenants contained in this Agreement, including, without
limitation,  any  of  the  Restrictive  Covenants,  or  any  part
thereof, is unenforceable because of the duration or geographical
scope   of  such  provision,  the  duration  or  scope  of   such
provisions,  as the case may be, shall be reduced  so  that  such
provision  becomes  enforceable and, in its  reduced  form,  such
provision shall then be enforceable and shall be enforced.

           8.    Enforceability; Jurisdictions.  The Company  and
the  Employee intend to and hereby confer jurisdiction to enforce
the  Restrictive  Covenants upon the courts of  any  jurisdiction
within  the geographical scope of the Restrictive Covenants.   If
the  courts  of  any one or more of such jurisdictions  hold  the
Restrictive Covenants wholly unenforceable by reason  of  breadth
of scope or otherwise, it is the intention of the Company and the
Employee that such determination not bar or in any way affect the
Company's right to the relief provided above in the courts of any
other   jurisdiction  within  the  geographical  scope  of   such
Restrictive   Covenants,  as  to  breaches  of  such  Restrictive
Covenants   in   such   other  respective   jurisdictions,   such
Restrictive Covenants as they relate to each jurisdiction  being,
for  this  purpose, severable, diverse and independent covenants,
subject, where appropriate, to the doctrine of res judicata.

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           9.   Indemnification.  To the fullest extent permitted
or  required  by  the  laws of the State of North  Carolina,  the
Company  shall indemnify and hold harmless (including the advance
payment  of expenses) the Employee, in accordance with the  terms
of  such laws, if the Employee is made a party, or threatened  to
be made a party, to any threatened, pending, or contemplated suit
or   proceeding  (whether  civil,  criminal,  administrative   or
investigative) by reason of the fact that the Employee is or  was
an  officer  or  director of the Company  or  any  subsidiary  or
affiliate  of the Company, against expenses (including reasonable
attorneys' fees), judgments, fines and amounts paid in settlement
actually  and reasonably incurred by him in connection  with  any
such action, suit or proceeding.  The Company's obligations under
this paragraph will survive the termination of this Agreement for
any reason whatsoever.

           10.   D&O  Liability Insurance.  During the Term,  the
Company   shall  maintain  customary  directors'  and   officers'
liability insurance.

            11.   Notice.   Any  notice  or  other  communication
hereunder shall be in writing and shall be mailed or delivered to
the respective parties hereto as follows:

          (a)  If to the Company:

                    Cogentrix Energy, Inc.
                    9405 Arrowpoint Boulevard
                    Charlotte, NC  28273-8110
                    Attention: David J. Lewis

               with a copy to:

                    Fennebresque, Clark, Swindell & Hay
                    Suite 2900
                    100 North Tryon Street
                    Charlotte, North Carolina   28202-4011
                    Attention:  John C. Fennebresque

          (b)  If to the Employee:

                    Mark F. Miller
                    22 Teal Way
                    Nissequogue, NY  11780

The  addresses  of either party hereto above may  be  changed  by
written notice to the other party.

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<PAGE>   10

          12.  Amendment; Waiver; Renegotiation.

            12.1   This  Agreement  may  be  amended,   modified,
superseded,  cancelled,  renewed or extended  and  the  terms  of
covenants  hereof  may  be waived, only by a  written  instrument
executed by the party against whom such modification or waiver is
sought  to be enforced.  The failure of either party at any  time
or  times to require performance of any provision hereof shall in
no  manner affect the right at a later time to enforce the  same.
No  waiver by either party of the breach of any term or  covenant
contained in this Agreement, whether by conduct or otherwise,  in
any  one  or more instances, shall be deemed to be, or  construed
as,  a  further  or continuing waiver of any such  breach,  or  a
waiver  of the breach of any other term or covenant contained  in
this Agreement.

           12.2  During  the  six-month period  after  the  third
anniversary  of  the date of this Agreement,  the  parties  shall
amend  or modify this Agreement upon mutually satisfactory terms.
Such amendments or modifications shall, at the very least, extend
the  original Term of this Agreement for an additional five years
after the fifth anniversary of the date of this Agreement, unless
sooner terminated as provided in Section 4 hereof.

           13.  Benefit and Binding Effect.  This Agreement shall
inure  to  the benefit of and be binding upon the successors  and
assigns  of  the  Company,  but shall  be  personal  to  and  not
assignable  by  the  Employee.  The obligations  of  the  Company
hereunder are personal to the Employee or where applicable to his
spouse  or  estate, and shall be continued only so  long  as  the
Employee  shall  be personally discharging his duties  hereunder.
The   Company    may  assign  its  rights,  together   with   its
obligations,  to  any corporation which is a direct  or  indirect
wholly-owned  subsidiary of the Company; provided, however,  that
the  Company shall not be released from its obligations hereunder
without  the prior written consent of the Employee, which consent
shall not be unreasonably withheld.

           14.   Governing Law.  This Agreement shall be governed
by the laws of the State of North Carolina regardless of the laws
that might be applicable under principles of conflicts of law.

           15.  Counterparts.  This Agreement may be executed  by
the  parties hereto in separate counterparts, each of which  when
so  executed  and  delivered shall be an original  but  all  such
counterparts   together  shall  constitute  one  and   the   same
instrument.   Each counterpart may consist of two  copies  hereof
each signed by one of the parties hereto.

           16.  Headings.  The headings in this Agreement are for
reference  only and shall not affect the interpretation  of  this
Agreement.

           17.  Entire Agreement.  This Agreement constitutes the
entire  understanding between the parties  with  respect  to  the
subject  matter  hereof,  superseding  all  negotiations,   prior
discussions   and   preliminary   agreements.    No    subsequent
modification  may  be  made to this Agreement  except  by  signed
writing of the parties.

                               10

<PAGE>   11

     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first set forth above.



Witness:________________________               /s/ Mark F. Miller  (SEAL)
                                              --------------------
                                                 Mark F. Miller


                                             COGENTRIX ENERGY, INC.


                                           By:  /s/ David J. Lewis
                                               --------------------
                                           Name:  David J. Lewis
                                           Title: CEO & Vice-Chairman

                                     11