FIFTH AMENDMENT TO COAL SALES AGREEMENT



THIS FIFTH AMENDMENT TO COAL SALES AGREEMENT ("Amendment") is made and entered into as of the first day of July, 2001 to amend that certain Coal Sales Agreement dated as of February 15, 1990, as amended by Amendments First, Second, Amendment and Clarification, and Fourth, among ELECTRIC FUELS CORPORATION, KENTUCKY MAY COAL COMPANY, INC. AND COGENTRIX OF RICHMOND, INC. ("Coal Sales Agreement").

WITNESSETH:



WHEREAS, the parties to the Coal Sales Agreement have determined that certain terms and provisions of the Coal Sales Agreement should be amended; and 
          WHEREAS, the Coal Sales Agreement provides that it may be amended only by an instrument in writing signed by all parties. 
          NOW, THEREFORE, for good and valuable consideration including the mutual agreements contained herein, the parties to the Coal Sales Agreement do hereby agree as follows:



|1.     Section 4.01 of the Coal Sales Agreement is hereby amended by deleting the second sentence thereof (set forth in the Fourth Amendment) and inserting in its place the following:     
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|2.     Section 4.02(a)(1) of the Coal Sales Agreement is hereby amended by deleting the third sentence thereof (set forth in the Fourth Amendment) and inserting in its place the following:
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|3.     Section 4.02(a)(3) of the Coal Sales Agreement is hereby amended by deleting it in its entirety, and inserting in its place the following:                                           
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|4.     Section 4.02(a)(4) of the Coal Sales Agreement is hereby amended by deleting it in its entirety, and inserting in its place the following:                                           
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[***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment.





|5.     Section 4.02(a)(6) of the Coal Sales Agreement is hereby amended by deleting it in its entirety, and inserting in its place the following:
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|6.     The Coal Sales Agreement is hereby amended by adding Section 4.02(a)(7) with the following text:                                          
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|7.     The Coal Sales Agreement is hereby amended by adding Section 4.02(a)(8) with the following text:                                          
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|8.     Section 4.02(b) of the Coal Sales Agreement is hereby amended by deleting it in its entirety, and inserting in its place the following:   
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|9.     EXHIBIT III of the Coal Sales Agreement is hereby amended by deleting it in its entirety, and replacing it with the substitute "EXHIBIT III" appended to this Fifth Amendment                                                                                                                                                                                   
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|10.     This Amendment is subject to and shall be effective only upon receipt of the approval of Buyer's lenders, which approval buyer shall immediately request and diligently pursue. If Buyer's lenders fail to approve this Amendment by October 31, 2001, either party may declare the Amendment null and void ab initio prior to receipt of said lender's consent
|11.     Upon Buyer receiving lenders' approval of this Amendment an adjustment payment for coal delivered to Buyer on and after July 1, 2001, to adjust for the change in Contract Price provided by this Agreement, shall be included with the next ordinary payment to Seller under the Coal Sales Agreement                                                         
|12.     Except as specifically provided in this Amendment, the terms and conditions set-forth in the Coal Sales Agreement shall remain in full force and effect 
          WITNESS the due execution hereof as of July 1, 2001.                                                                                                                                        



|ELECTRIC FUELS CORPORATION
By:  /s/  Michael E. Wilson
Title:   Vice President     
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|KENTUCKY MAY COAL COMPANY, INC.
By:  /s/  Michael E. Wilson
Title:   Vice President
|COGENTRIX OF RICHMOND, INC.
By:  /s/  C. A. Halcomb
Title:   Vice President