Exhibit 10.2.24

AMENDMENT NO. 3 TO COAL PURCHASE AGREEMENT

AMENDMENT NO. 3 TO COAL PURCHASE AGREEMENT  ("Amendment"),  dated as
of November  2, 2001,  by and  between  Lodestar  Energy,  Inc.  ("Seller")  and
Indiantown Cogeneration, L.P. ("ICL").

RECITALS

WHEREAS, ICL and Seller are parties to that certain Coal Purchase Agreement
between Seller, as successor in interest to Costain Coal Inc., and ICL, dated as
of August 4, 1992, as amended by that certain Supplemental  Agreement,  dated as
of August 4,  1992,  Amendment  No. 1 to Coal  Purchase  Agreement,  dated as of
September 30, 1992, and Amendment No. 2 to Coal Purchase Agreement,  dated as of
April 19, 1995 (the "Coal Purchase Agreement").

          

     WHEREAS,  ICL and Seller  desire to amend the Coal  Purchase  Agreement  in
certain respects as more fully set forth in this Amendment.

          

     NOW  THEREFORE,  in  consideration  of the  premises  and  mutual  promises
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, hereby mutually agree as follows:

          

     1.   Definitions.  Capitalized  terms  used  herein  and not
otherwise  defined  herein shall have the meanings  given such terms in the Coal
Purchase Agreement.

          

     2.   Section  3.2(a).  The Coal Purchase Agreement is hereby
amended by deleting the last sentence of Section  3.2(a) and inserting  therefor
the following:

> Except  for  transactions in accordance with Article XVIII,
>                Seller covenants that it will not lease,  convey,  assign,  sell,
>                transfer,  mortgage,  grant a security  interest in or  otherwise
>                dispose of,  encumber  or agree to dispose of or encumber  any of
>                its  interests in the Coal  Reserves in any quantity  which could
>                jeopardize   Sellers   ability  to  supply  the   Dedicated
>                Quantity;  it being expressly understood that this covenant shall
>                not prohibit  Seller from  granting a mortgage or other  security
>                interest  in  the  Coal  Reserves  pursuant  to any  arms  length
>                transaction providing secured financing to Seller or an affiliate
>                of Seller on commercially  reasonable terms. Seller shall certify
>                to Buyer in writing not later than July 1 of each year during the
>                term of this Agreement that Seller owns or controls adequate Coal
>                Reserves to meet the delivery  requirements  under the  Agreement
>                for the  remainder of the term. At  Buyers  election and at
>                Buyers sole cost and expense,  Sellers  certification
>                shall be subject to review by a mutually acceptable,  independent
>                mining  engineer with  significant  experience in the measurement
>                and calculation of coal reserves.

1

3.   Section  7.1.  The Coal  Purchase  Agreement  is
hereby  amended by deleting  Section 7.1 thereof in its entirety  and  inserting
therefor a new Section 7.1 as follows:

> 7.1      Phase  2  Base  Coal
>                Price.  The Base  Coal  Price per Ton for coal  delivered  by
>                Seller to the Point of Delivery  effective as of October 16, 2001
>                shall be the sum of (a) $34.00 per Ton  adjusted for coal quality
>                pursuant to Article VIII  (Phase 2 Base Mine  Price),
>                (b) a rail  transportation  component per Ton (the  Current
>                Transportation  Price)  as  determined  pursuant to Section
>                7.5,  and  (c) an  administrative  charge  equal  to  0.7% of the
>                Current    Transportation    Price   (the    Administrative
>                Charge).

4.   Section 7.2. The Coal Purchase Agreement is hereby amended by
deleting  Section  7.2  thereof in its  entirety  and  inserting  therefor a new
Section 7.2 as follows:

> "7.2  Coal  Price  Adjustment.  The Phase 2 Base Mine
>                Price  shall be  increased  by two (2)  percent  effective  as of
>                ---------------------- October 16, 2002."

5.   Section 7.3. The Coal Purchase Agreement is hereby amended by
deleting  Section  7.3  thereof in its  entirety  and  inserting  therefor a new
Section 7.3 as follows:

> 7.3  Current Coal Price During Phase 2.  The Current
>                Coal Price in effect during Phase 2 shall be the sum of the Phase
>                2 Base Mine  Price as  adjusted  pursuant  to  Section  7.2,  the
>                Current  Transportation  Price as calculated  pursuant to Section
>                7.5 and the Administrative Charge. The quarterly adjustment dates
>                to   determine   the   Current   Transportation   Price  and  the
>                Administrative  Charge  shall be  January  1, April 1, July 1 and
>                October 1 (the  Quarterly  Adjustment  Dates) of each
>                year.

6.   Section 7.4. The Coal Purchase Agreement is hereby amended by
deleting  Section  7.4  thereof  in its  entirety  and  inserting  therefor  the
following:
          
          
          
                  "7.4     [Intentionally Omitted]"

          

     7.   Section 7.6. The Coal Purchase Agreement is hereby amended by
deleting  Section  7.6  thereof  in its  entirety  and  inserting  therefor  the
following:

          
          
          

                  "7.6     [Intentionally Omitted]"

          

     8.   Section 7.7. The Coal Purchase Agreement is hereby amended by
revising the text of Section 7.7 thereof to read as follows:

> 7.7  Intent  of the  Parties.  It is the
>                intent of the Parties that the  transportation  prices be indexed
>                in  accordance   with  the  relevant  index   provisions  of  the
>                Transportation  Agreement,  which were  prepared to be  connected
>                with the relevant provisions of Exhibit 2.4(d),  Sections I.3 and
>                I.4.

9.   Coal Price Reopener.  The Coal Purchase  Agreement is hereby amended
by inserting therein at the end of Article VII ------------------- thereof a new
Section 7.8 as follows:

> 7.8 Coal Price Reopener. Notwithstanding
>                any other  provision of this  Agreement to the  contrary,  either
>                Party may, by no earlier than one-hundred eighty (180) days prior
>                to and no later  than  one-hundred  twenty  (120)  days  prior to
>                October 16, 2003,  and each second  annual  anniversary  thereof,
>                request by written  notice to the other  Party a revision  of the
>                then current Phase 2 Base Coal Price and  appropriate  adjustment
>                mechanism  to reflect the then market  price of coal which market
>                price shall be determined by mutual agreement of the Parties.  If
>                the  Parties  have not agreed on a new Phase 2 Base Mine Price by
>                ninety (90) days before October 16, 2003 or any such anniversary,
>                each Party shall (within an  additional  ten (10) days) appoint a
>                senior executive to attempt to resolve the matter. The executives
>                shall  confer in person or by  telephone  within ten (10) days of
>                their  appointment in an attempt to agree on the new Phase 2 Base
>                Mine Price and appropriate  adjustment mechanism.  If the Parties
>                have not agreed on a new Phase 2 Base Mine Price and  appropriate
>                adjustment mechanism by August 16, 2003, or any such anniversary,
>                either  Party  may,  for  any  reason  and  acting  in  its  sole
>                discretion,  terminate this Agreement upon  forty-five  (45) days
>                prior written notice to the other Party.

> Seller  shall submit to ICL an invoice for each
>                Shipment,  and  Seller  shall  submit  to ICL an  invoice  by the
>                10th  of each month for Ash  Residue  loaded into rail
>                cars at the Facility  during the  preceding  month.  Each invoice
>                with respect to a Shipment and each monthly  invoice with respect
>                to Ash Residue shall,  as  applicable,  show the quantity of coal
>                loaded for  delivery  and Ash  Residue  loaded  during the month,
>                itemized by  Shipment,  the Phase 2 Base Mine Price,  the Current
>                Transportation  Price,  and the Current Ash Residue Disposal Fee.
>                The monthly invoice for Ash Residue will include the premiums and
>                penalties  for  variations  in quality as provided for in Article
>                VIII.

11.   Section 9.2. The Coal Purchase Agreement is hereby amended by
revising   the   first   sentence   of   Section   9.2   thereof   to   read  as
follows:

> ICL  shall pay Seller all undisputed  amounts
>                due as shown on invoices  for coal  rendered  pursuant to Section
>                9.1 within ten (10) business days after receipt of a Shipment and
>                invoice therefor, and ICL shall pay Seller all undisputed amounts
>                due as shown on an invoice for Ash Residue, including premiums or
>                penalties as provided for in Article VIII,  rendered  pursuant to
>                Section   9.1  within   twenty  (20)  days  of  receipt  of  such
>                invoice.

12.     Section  10.2 The Coal Purchase  Agreement is hereby amended by
revising the fifth sentence of Section 10.2 thereof to read as follows

> Seller  shall  dispose of and ICL shall provide
>                and  load  no less  than  fifty  (50)  percent  and no more  than
>                seventy-five (75) percent of the Ash Residue produced annually at
>                the  Facility.  Seller shall dispose of and ICL shall provide and
>                load Ash  Residue up to the  maximum  seventy-five  (75)  percent
>                stated  above to the extent  that Seller is able to make ash cars
>                available   on  a  timely   basis  for  such   shipments  of  Ash
>                Residue.

13.    Section  10.6.  The Coal Purchase Agreement is hereby amended by
(a)  revising  Section  10.6(d) so that the words  two  out of every three
consecutive  trains  in the first  sentence  of such  Section  10.6(d) are
deleted and the following substituted therefor:  one train per week,
and (b) adding a new second  sentence  in Section  10.6(d)  reading as  follows:

> "To the extent  practicable,  such train will include
>                all PD cars  that  had  been  returned  to  Seller  the  previous
>                week."

14.   Section  14.1.  The Coal  Purchase  Agreement  is hereby  amended  by
revising  Section 14.1(a) so that the words "period of ------------  thirty days
(the "Cure  Period")"  are changed to read "period of seven  business  days (the
"Cure Period")".

          

     15.   Coal  Delivery Plan.  Seller has provided to ICL a coal delivery plan
and schedule  that will restore the coal  inventory  -------------------  at the
Facility to a thirty (30) day supply of coal no later than  February  28,  2002,
which  schedule is attached  hereto as Exhibit A. If Seller fails to meet any of
the delivery dates and  corresponding  coal tonnages set forth on Exhibit A, and
such failure  results in the actual coal inventory at the Facility at the end of
any month being  10,000 tons or more less than the targeted  inventory  shown on
Exhibit A, ICL shall be entitled to exercise its rights under Section 3.4 of the
Coal  Purchase  Agreement,  to the extent  necessary  to bring the  actual  coal
inventory within 10,000 tons of the targeted coal inventory.

          

     16.   Section  14.3.  The Coal  Purchase  Agreement  is hereby  amended by
revising t he first sentence of Section 14.3 ------------ to read as follows:

> In  the case of an event  described  in Section
>                3.4(b),  (c) or (d), Seller shall be liable for damages specified
>                in the UCC to the extent applicable.

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IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  their duly  authorized
officers  to execute  and  deliver  this  Amendment  as of the date first  above
written.

`INDIANTOWN COGENERATION, L.P.


                                  By:___________________________________
                                      Name:
                                      Title:




                                  LODESTAR ENERGY, INC.


                                  By:___________________________________
                                      Name:
                                      Title:`