Exhibit 10.2.23

THIRD AMENDMENT TO
                              THE AGREEMENT FOR
                  THE PURCHASE OF FIRM CAPACITY AND ENERGY
                    BETWEEN INDIANTOWN COGENERATION, L.P.
                 AND FLORIDA POWER & LIGHT COMPANYTHIRD AMENDMENT TO
                              THE AGREEMENT FOR
                  THE PURCHASE OF FIRM CAPACITY AND ENERGY
                    BETWEEN INDIANTOWN COGENERATION, L.P.
                 AND FLORIDA POWER & LIGHT COMPANY

THIS THIRD  AMENDMENT TO THE  AGREEMENT  FOR THE  PURCHASE OF FIRM  CAPACITY AND
ENERGY (Third Amendment) dated as of May __, 2001, is by and between
Indiantown  Cogeneration,  L.P.  (ICL) and Florida Power & Light
Company (FPL)  (individually,  Party,  and collectively,
Parties).  Unless otherwise  defined herein,  all capitalized  terms
shall have the  meaning  set forth in THE  AGREEMENT  FOR THE  PURCHASE  OF FIRM
CAPACITY AND ENERGY  BETWEEN  INDIANTOWN  COGENERATION,  L.P. AND FLORIDA  POWER
&  LIGHT  COMPANY  dated March 31, 1990,  as amended by  Amendment  No. 1 to
Agreement  for the  Purchase  of Firm  Capacity  and Energy  Between  Indiantown
Cogeneration, L.P. and Florida Power & Light Company, dated December 5, 1990
and  Amendment  No. 2 to Agreement  for the Purchase of Firm Capacity and Energy
Between  Indiantown  Cogeneration,  L.P. and Florida Power &  Light Company,
dated July 15, 1992 (collectively the Agreement).

RECITALS

WHEREAS,  FPL and ICL are Parties to a dispute  that is pending  before the
United  States  District  Court for the  Middle  District  of  Florida,  Orlando
Division,  captioned Indiantown Cogeneration,  L.P. v. Florida Power & Light
Company, Case No. 6:99-CV-317-ORL-28C (the "Litigation"),  which has been stayed
by the Court;

1

WHEREAS,  the Parties executed a Settlement  Agreement on December 19, 2000
that addressed  ICL's  reclosure of the Facility into the FPL system,  specified
the  price to be paid for  Energy  if ICL  recloses  at a time when FPL does not
desire  that ICL  reclose,  delineated  associated  terms  and  conditions,  and
required  the  Parties to  jointly  work to prepare  this Third  Amendment;  and

          

     WHEREAS,  nothing herein or in the Settlement  Agreement dated December 19,
2000 shall be construed as an  admission of any kind by either  Party,  all such
liability being expressly denied.

          

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
the Parties agree as follows:

SECTION I
                             DEFINITIONS

The  Agreement  is  amended  among  other  ways as set forth in this  Third
Amendment  by amending  certain  specified  Sections or by adding the  following
provisions,  numbered Section 1.63 and higher,  to Section 1.0 of the Agreement:

          

     1.3    The  definition  of  "Agreement"  shall be amended to read as  follows:
"this document, including APPENDIX 1 hereto, and Appendices A, B, C, D, E, F, G,
H, I, J, K, L and M, as the same may be amended from time to time in  accordance
with Section  24.11."

          

     1.62    The  definition  of  "Unscheduled  Outage" shall be amended to read as
follows: "a whole or partial  interruption of the Facility's Committed Capacity,
including,  but not  limited  to,  whether  the  Facility  is (i)  committed  or
decommitted by FPL or (ii) in a Reclose Period,  in either case expressed in the
nearest  whole  MW,  that  does not  qualify  as a  Scheduled  Reduction."

2

1.63     Accumulated  Reclose Hours  Account - the hours accumulated by
FPL pursuant to this  Section  1.63.  For the  calendar  year in which the Third
Amendment becomes effective, the Accumulated Reclose Hours Account balance as of
the first day of such year will be deemed to be 360  hours.  As of the first day
of each subsequent  calendar year, the balance of the Accumulated  Reclose Hours
Account  will  equal the lesser of (i) the Cap  (i.e.,  1440  hours) or (ii) 360
hours plus the difference  between the balance of the Accumulated  Reclose Hours
Account existing as of the first day of the immediately  prior calendar year and
the number of hours occurring in the  immediately  prior calendar year for which
ICL was paid or is due to be paid pursuant to Section 8.1.2,  provided that such
difference  shall  never fall  below  zero.  APPENDIX 1 to this Third  Amendment
illustrates  how the balance in the  Accumulated  Reclose  Hours Account will be
determined as of the  beginning of each  calendar  year. At any point within any
calendar  year  (after  the date the Third  Amendment  becomes  effective),  the
balance in the  Accumulated  Reclose  Hours  Account  will equal the  difference
between the balance of the Accumulated  Reclose Hours Account existing as of the
first day of such calendar  year,  and the number of hours to-date  occurring in
such  calendar  year for  which  ICL was paid or is due to be paid  pursuant  to
Section 8.1.2,  provided that such difference  shall never fall below zero.

          

     1.64    As-Available  Energy Costs - FPL's tariff rate for as-available
energy calculated  according to the methodology  established pursuant to Florida
Administrative Code 25-17.0825, as it may be amended from time to time.

          

     1.65    Cap - the maximum number of hours that FPL is permitted to have
accumulated at any time in the Accumulated Reclose Hours Account, which shall be
1440 hours.

     1.66     Reclose  Notice - a notice provided by ICL to FPL specifying a
time at which the  Facility  will be ready to reclose  into FPL's  system.

          

     1.67     Reclose  Period  - the period of time between (a) the time the
Facility  actually recloses into the FPL system and delivers Energy to FPL after
FPL has notified ICL pursuant to Section 13.3.1 that it does not desire that the
Facility  reclose at the time specified in a Reclose Notice and (b) the earliest
of (i) such subsequent time the Facility Separates other than in accordance with
Section  13.3.5(a),  (ii) the beginning of the first full  clock-hour  after FPL
exercises  its  Dispatch  and Control  Rights to request  the  Facility to again
produce generation at or above Minimum Load, or (iii) the beginning of the first
full hour as to which FPL advises  ICL (a) FPL is ending the Reclose  Period and
(b) FPL is not  exercising  its Dispatch and Control Rights under the Agreement.

          

     1.68    Reclose Period Hour - any hour during a Reclose Period in which
ICL  delivers  Energy to FPL from the  Facility,  except for hours  specified in
Section 13.3.5(b) below.

          

     1.69     Separates   (Separate  or  Separated  or   Separating)  -  any
circumstance  in which the Facility is not connected to the FPL system such that
electricity  has  ceased to flow from the  Facility  to the FPL  system  for any
reason,  including  but not limited to,  Major  Maintenance  Outages,  Scheduled
Maintenance Periods,  Unscheduled Outages and periods in which FPL has requested
ICL to decommit the Facility and ICL has elected not to operate the Facility.

SECTION II
                          BASIS FOR PAYMENTS BY FPL

2.1    The  Agreement is amended by deleting  Section 8.1 of the  Agreement in
its entirety and replacing it with the following:

          
          

          8.1    FPL shall pay ICL for each MWh of Energy as follows:

          
          
          

                    8.1.1    Except as provided in Sections  8.1.2,  8.1.3,  8.1.5,
13.3.3, or 13.3.5(b), FPL shall pay ICL for each MWh of Energy at an hourly rate
equal to the Unit Energy Payment Cost times the Unit Hourly  Efficiency  Factor.

3

8.1.2    For each MWh of Energy delivered from the Facility to FPL during
an hour which is a Reclose  Period Hour, up to and including (but not to exceed)
the number of hours in the  Accumulated  Reclose  Hours Account as of that hour,
such Accumulated  Reclose Hours to be calculated in accordance with Section 1.63
herein,  FPL  shall  pay ICL at an  hourly  rate  equal to FPL's  actual  hourly
As-Available  Energy Costs,  except as provided in Section 13.3.3(a).

          

          8.1.3     For each MWh of Energy delivered from the Facility to FPL during
an hour which is a Reclose  Period Hour,  for the number of such hours in excess
of the number of hours in the Accumulated Reclose Hours Account as of that hour,
such Accumulated  Reclose Hours to be calculated in accordance with Section 1.63
herein,  FPL shall pay ICL at an hourly  rate equal to the Unit  Energy  Payment
Cost, except as provided in Section  13.3.3(a).

          

          8.1.4     At the end of the initial term of the  Agreement,  neither Party
will be liable to the other Party with  respect to any  remaining  balance  then
existing in the Accumulated Reclose Hours Account.

          

          8.1.5     Other than as provided in Section13.3.3(a)  below, FPL shall not
pay for any  megawatts  of Energy  produced  by ICL in  excess of an  integrated
hourly  output  of 100  MWh per  hour  during  any  hour  of a  Reclose  Period.

      

     2.2      Section  8.3 of the  Agreement  is amended by  substituting  "Sections
8.1.1,  8.1.2,  8.1.3,  8.1.5, 13.3.3 and 13.3.5" for "Section 8.1" such that it
reads as follows:

4
8.3     Calculation  of the  Monthly  Energy  Payment to ICL
shall be (i) the sum,  over all  hours of the  Monthly  Billing  Period,  of the
product of each hour's  applicable rate as set forth in Sections  8.1.1,  8.1.2,
8.1.3,  8.1.5,  13.3.3 or 13.3.5  times the  purchases of Energy by FPL for that
hour,  plus  (ii) any  applicable  adjustments  pursuant  to  Section  8.4.  Any
adjustment(s)  made pursuant to Section 8.4 shall not affect the hourly rate for
As Available  Energy Costs paid by FPL to ICL pursuant to Section 8.1.2 above or
the  payment  based  upon  As  Available   Energy  Costs   pursuant  to  Section
13.3.5(b).

          

     2.3     Section 8.8 of the Agreement is amended by adding a sentence to the end
of the paragraph such that it reads as follows:

          
          

     8.8    Beginning on the Commercial Operation Date, FPL shall
pay ICL the  Start-up  Cost  incurred by ICL as a direct  result of starting the
Facility following an FPL-required  shutdown of the Facility pursuant to Section
13.0 DISPATCH,  CONTROL,  OPERATION AND MAINTENANCE OF THE FACILITY. The payment
shall be the sum of all Start-up Costs during the Monthly Billing  Period.  From
the  beginning of any Reclose  Period until the earlier of (i) the  beginning of
the first full hour after FPL  exercises  its  Dispatch  and  Control  Rights to
request the Facility to again  produce  generation  at or above Minimum Load, or
(ii) the beginning of the first full hour as to which FPL advises ICL (a) FPL is
ending the Reclose Period and (b) FPL is not exercising its Dispatch and Control
Rights under the  Agreement,  FPL shall pay Start-up Costs as defined by Section
1.53 no more  than  one time and only if the  Facility  Separates  following  an
FPL-required shut down. For avoidance of doubt, FPL shall not pay Start-up Costs
if the Facility Separates as provided in Section 13.3.5(a) herein.
SECTION III
                        BILLING AND PAYMENT3.1     The Agreement is amended by adding the following provisions to the
end of Section 9.1 of the  Agreement:

          
          

          9.1.17     The total number of Reclose  Period Hours that have occurred in
that calendar year through the last day of the Monthly Billing Period;
5
9.1.18     The number of (i) Reclose  Period Hours in the Monthly  Billing
Period  during  which  Energy  deliveries  were  subject to pricing  pursuant to
Section 8.1.2 and (ii) hours in the Monthly  Billing  Period during which Energy
deliveries  were  subject  to  pricing  pursuant  Section  13.3.5(b),   and  the
As-Available  Energy Costs in each hour within (i) and (ii)  applicable  to such
deliveries of Energy;  and

          

          9.1.19      The  balance  in  the   Accumulated   Reclose   Hours  Account
immediately after the last day of the Monthly Billing Period.

      

     3.2     Section  9.1.15 of the Agreement is amended by deleting the word "and",
and Section 9.1.16 of the Agreement is amended by replacing the period with ";".
SECTION IV
    DISPATCH, CONTROL, OPERATION AND MAINTENANCE OF THE FACILITY

          

     4.1     The  Agreement is amended by deleting  Section 13.3 of the Agreement in
its entirety  and  replacing it with the  following  provisions.  Nothing in the
following  provisions,  unless so expressly stated therein, is intended to limit
FPL's Dispatch and Control Rights under the Agreement, including but not limited
to FPL's  rights set forth in Section  13.6 and  defined in Section  1.21 of the
Agreement.

          

          13.3     If the Facility is Separated  from the FPL system for any reason,
under no  circumstances  shall ICL  reclose  into  FPL's  system  without  first
obtaining   FPL's   specific   approval,   as   determined   by  the   Operating
Representatives,  as follows:

          

               13.3.1 (a) If the  Facility  Separates  and (i) ICL  proposes  to
deliver  Energy to FPL within four (4) hours or less from the time the  Facility
Separates,  ICL, to reclose into the FPL system,  shall provide a Reclose Notice
to FPL as far in advance of the proposed reclosure time specified in the Reclose
Notice as is practicable  and, in any event,  at least thirty (30) minutes prior
to the reclosure time specified in the Reclose Notice,  which proposed reclosure
time must be not more than four (4) hours from the time of  Separation,  or (ii)
ICL proposes to deliver Energy to FPL at a time that is more than four (4) hours
from the time the Facility Separates, ICL, to reclose into the FPL system, shall
provide  notice  to FPL at least  three  (3) hours in  advance  of the  proposed
reclosure time specified in the Reclose Notice.

6

(b)     If FPL does  not wish the  Facility  to  reclose  into  FPL's
system at the time specified in ICL's Reclose Notice, FPL shall so notify ICL at
least fifteen (15) minutes  before the time  specified in the Reclose  Notice if
subsection (a)(i) applies,  and at least two (2) hours before the time specified
in the Reclose Notice if subsection (a)(ii) applies.

          

               (c)     If ICL continues to wish to reclose the Facility into the FPL
system after  receiving  the FPL notice  pursuant to  subsection  (b), ICL shall
notify FPL of such intent as soon as possible but within five (5) minutes  after
receipt of such FPL notice if subsection  (a)(i) applies and within fifteen (15)
minutes after receipt of such FPL notice if subsection  (a)(ii) applies.  If ICL
provides  the notice  set forth in the  preceding  sentence,  ICL shall have the
right to reclose  the  Facility  into the FPL system (and FPL shall be deemed to
have granted specific approval to reclose the Facility to the FPL system) at the
time  specified in the Reclose  Notice and generate  Energy at or below  Minimum
Load (or above  Minimum  Load to the  extent  consistent  with  Section  13.3.2)
subject only to FPLs right (i) to delay reclosure for up to four (4) hours
beyond the time  specified  in the Reclose  Notice for any reason FPL chooses in
its sole interest  and/or  completely in its own self  interest,  and/or with or
without cause or  justification,  or for no reason at all, provided that FPL may
delay reclosure  pursuant to this subsection (c)(i) only if FPL notifies ICL, as
soon as possible  following  receipt of ICLs  notice pursuant to the first
sentence of this  subsection  (c) but within five (5) minutes  after  receipt of
ICLs  notice if  subsection  (a)(i)  applies  and  within  one (1) hour if
subsection  (a)(ii)  applies,  of such intent and  designates in such notice the
time at or within the four (4) hour  period  that ICL can  reclose  into the FPL
system and (ii) to approve  reclosure  which  approval  shall be  withheld  only
pursuant to Section 6.3(i) or (ii) of this Agreement, provided that if reclosure
is delayed  pursuant to Section  6.3(i) or (ii),  FPL shall comply with the last
sentence of Section 6.3.

7

(d)     If ICL recloses pursuant to Section 13.3.1(c) above following
a Separation  other than a Separation  for a Scheduled  Outage,  ICL shall first
comply with the requirements of Section 13.3.2(a).

          
          

          13.3.2 (a)     Following  any time when the Facility (i)  Separates  other
than for a Scheduled  Outage and (ii)  recloses  pursuant  to Section  13.3.1(c)
above, ICL shall demonstrate the Facility's  Available Committed  Capacity.  The
Facility will have six (6) hours  beginning  with the first full hour  following
reclosure  to seek to achieve  and  sustain  for one full  clock-hour  an hourly
integrated  megawatt output level at or above its Committed  Capacity and return
to operation at or below  Minimum Load and will operate at or below Minimum Load
until (i) the end of the  Reclose  Period,  unless  the  Facility  Separates  in
accordance  with  Section  13.3.5(a),  or (ii) the  start of a  Re-demonstration
Period as  described  below in  subsection  (b).  From the time of  reclosure up
through the end of the sixth full hour  following  reclosure  ("Hour Six"),  ICL
shall  receive  credit  towards  its Daily  Capacity  Factor  and Daily  On-peak
Capacity Factor at its actual hourly  integrated  megawatt output level for each
such hour (not to exceed  the  Committed  Capacity),  unless and until the first
full  hour  that the  hourly  integrated  megawatt  output  level is at or above
Committed Capacity ("Successful Demonstration"),  in which case it shall receive
credit towards its Daily Capacity  Factor and Daily On-peak  Capacity  Factor at
its Committed Capacity,  which shall be ICL's Available Committed Capacity,  for
that hour and for each full hour thereafter  until the earlier of (i) the end of
the Reclose  Period or (ii) a reduction in ICL's  Available  Committed  Capacity
("Capacity  Reduction").  If ICL is unable to achieve  and  sustain for one full
clock-hour an hourly integrated  megawatt output level at or above its Committed
Capacity,  then  beginning  in the seventh  full hour  following  reclosure  and
continuing  until  the  earlier  of (i) the end of the  Reclose  Period,  (ii) a
Capacity Reduction, or (iii) the start of a Re-demonstration Period as described
in  subsection  (b)  below,  ICL  shall  receive  credit at the  highest  hourly
integrated  megawatt  output  level  achieved  by ICL during the  previous  full
six-hour period, which output level shall be ICL's Available Committed Capacity.

8

(b)     If ICL is unable to achieve a Successful Demonstration or there is
a Capacity  Reduction,  ICL shall have the right,  upon two (2) hours  notice to
FPL, to select a consecutive  four-hour period which begins no earlier than 7:00
a.m.  and ends no later than 10:00 p.m.,  beginning  any time after Hour Six, to
re-demonstrate   its  Available   Committed   Capacity   (Re-demonstration
Period),  and  shall  continue  to have the  right to  re-demonstrate  the
Facilitys  Available  Committed  Capacity  during a consecutive  four-hour
period  which begins no earlier than 7:00 a.m. and ends no later than 10:00 p.m.
on any day during the Reclose  Period,  upon two (2) hours notice to FPL,  until
ICL achieves a  Successful  Demonstration.  At the end of each  Re-demonstration
Period, ICL will operate the Facility at or below Minimum Load until (i) the end
of the Reclose Period,  unless the Facility Separates in accordance with Section
13.3.5(a),  or (ii) the start of a new  Re-demonstration  Period, if any. During
the Re-demonstration Period, ICL shall receive credit towards its Daily Capacity
Factor  and Daily  On-peak  Capacity  Factor  at the  actual  hourly  integrated
megawatt output level for each such hour (not to exceed the Committed Capacity),
unless   and  until  the  first  full  hour  that  it   achieves  a   Successful
Demonstration, in which case ICL shall receive credit towards its Daily Capacity
Factor and Daily On-peak Capacity Factor at its Committed Capacity,  which shall
be ICLs Available Committed Capacity, for that hour and for each full hour
thereafter  until the  earlier  of (i) the end of the  Reclose  Period or (ii) a
Capacity Reduction. If ICL is unable to achieve a Successful Demonstration, then
beginning  in the first  full hour  following  the  Re-demonstration  Period and
continuing  until  the  earlier  of (i) the end of the  Reclose  Period,  (ii) a
Capacity Reduction, or (iii) the start of a new Re-demonstration Period, if any,
ICL shall receive credit at the highest hourly integrated  megawatt output level
achieved by ICL during the most recent  Re-demonstration  Period,  which  output
level shall be ICLs Available Committed Capacity.

          

          13.3.3 (a) If the  Facility  recloses  pursuant to Section  13.3.1(c),
then from the time the Facility recloses up through the end of Hour Six, as that
term is used in Section  13.3.2  above,  ICL shall be paid for each  megawatt of
Energy  produced above 100 MW at an hourly rate equal to the Unit Energy Payment
Cost and for each  megawatt of Energy up to 100 MW in  accordance  with Sections
8.1.2 or 8.1.3 as applicable. Following Hour Six, ICL shall only receive payment
for  Energy  produced  up to 100 MW,  which  shall  be paid in  accordance  with
Sections 8.1.2 or 8.1.3 as applicable,  except that during any  Re-demonstration
Period,  as that term is used in Section 13.3.2 above, ICL shall receive payment
for each megawatt of Energy  produced up to 100 MW in  accordance  with Sections
8.1.2 or 8.1.3 as  applicable,  and shall  receive  payment for each megawatt of
Energy produced above 100 MW in accordance with Section 8.1.2.

9



> (b)  FPL will  provide  ICL  FPLs  projected  hourly
>           As-Available  Energy Costs for each hour of a Reclose Period using the
>           most  recent  projected  rate  available.  For  the day on  which  the
>           reclosure as specified  in the Reclose  Notice is to occur,  FPL shall
>           provide the projected  hourly  As-Available  Energy Costs for that day
>           and for at least the next following day as soon as  practicable  after
>           FPL advises ICL that FPL wishes the Facility to remain  Separated.  On
>           each day during a Reclose  Period  subsequent  to the day specified in
>           the Reclose Notice as the date of reclosure, FPL shall provide the ICL
>           control room by facsimile the projected rate by 4:00 p.m. for at least
>           the  following  day.  FPL  offers  no  guarantees  with  regard to the
>           accuracy of the projected hourly  As-Available Energy Costs, which are
>           prepared and provided  for  planning  purposes  only and should not be
>           relied upon. Further, ICL hereby agrees to treat as proprietary to FPL
>           and  confidential  any and all projected  hourly  As-Available  Energy
>           Costs  information  provided  to ICL by FPL,  to use such  information
>           solely for the purpose of  operating  the Facility as set forth in the
>           Agreement, and not to disclose this information to any other person or
>           entity,   including  but  not  limited  to,  any  affiliate,   parent,
>           subsidiary or related company, other than a person that is employed in
>           the  operation or management of the Facility for 90 days after the day
>           for  which   such   projected   hourly   As-Available   Energy   Costs
>           applies.
> 
>           13.3.4 If the  Facility  fails to reclose  within  thirty (30) minutes
>           after the time  specified in a Reclose Notice or at such later time as
>           provided for under Section  13.3.1(c),  each hour,  beginning with and
>           including  the later of the hour in which such  reclosure as specified
>           by ICL in the  Reclose  Notice  was to  occur or such  later  hour for
>           reclosure  as provided for under  Section  13.3.1(c),  and  continuing
>           until the first full hour following reclosure, shall be an Unscheduled
>           Outage.
> 
>           13.3.5 (a) If,  during a Reclose  Period,  ICL desires to  voluntarily
>           Separate the Facility from the grid,  ICL may do so provided ICL gives
>           FPL a  minimum  of eight (8) hours  notice  prior to doing so,  unless
>           there  is  an   unscheduled   reduction   of  steam   demand   at  the
>           Facilitys  steam host(s) such that  anticipated  or actual steam
>           demand will be 20,000  lbs.  of steam per hour or less,  in which case
>           ICL will give FPL a minimum of two (2) hours notice prior to doing so.
>           If the  Facility  voluntarily  Separates,  as that term is  defined in
>           Section 1.69 herein,  without  providing FPL such notice, or more than
>           thirty (30) minutes  prior to the time  specified by ICL in the notice
>           as the time the Facility will Separate,  the hours, beginning with the
>           hour the  Facility  Separates  and ending  with the hour the  Facility
>           recloses, shall be deemed an Unscheduled Outage.
> 
>           (b) If the Facility,  rather than  Separating at the time specified by
>           ICL in the notice as provided in  subsection  (a) above,  continues to
>           operate and deliver Energy to FPL up to its Minimum Load for more than
>           thirty (30) minutes after the time for Separation  specified by ICL in
>           the notice,  ICL shall  receive  payment for all  megawatts  of Energy
>           delivered up to a maximum of 100 MW at 50% of the As-Available  Energy
>           Costs and shall  receive no payment for Energy  delivered in excess of
>           100 MW. ICL shall be paid at the above-specified  rates up through the
>           end of the last hour of such  Reclose  Period.  Any hours  paid at the
>           above-specified   rates  shall  not  be  considered   Reclose   Period
>           Hours.
> 
>           13.3.6 If in response to a Reclose Notice provided pursuant to Section
>           13.3.1(a),  FPL does not notify ICL as provided  in Section  13.3.1(b)
>           that FPL does not wish the Facility to reclose into FPLs  system
>           or is exercising its rights  pursuant to Section 6.3(i) or (ii) of the
>           Agreement, then the control of Capacity and Energy shall be ICLs
>           responsibility  (and FPL shall pay for each MWh of Energy  pursuant to
>           Section 8.1.1) unless and until FPL exercises its Dispatch and Control
>           Rights.

4.2    Section  13.7 of the  Agreement  is amended to read in its  entirety as
follows:

10

13.7 For purposes of exercising  certain  Dispatch and Control Rights,
FPL agrees that the  minimum  notice for  shutdown  shall be eight hours and the
minimum run time between  start-up and  shutdown  shall be eight hours.  FPL may
request ICL to decommit  the  Facility,  provided  that such  requests  will not
exceed the FPL Operating Limits. Unless FPL notifies ICL that purchases from ICL
at that time should be  interrupted  due to  circumstances  specified in Section
6.3(i)  or (ii),  SALE OF  ENERGY  AND  CAPACITY  BY ICL,  ICL may,  at its sole
discretion,  continue  to operate  the  Facility  at or below  Minimum  Load and
deliver  Energy  to FPL.  Any hour or part of an hour (i)  that  ICL  elects  to
continue to operate the Facility  rather than decommit the Facility as requested
by FPL, or (ii) any hour,  whether or not  encompassed  by subsection (i) above,
during a Reclose  Period  shall not be  considered  a  Dispatch  Hour.  Once FPL
requests the Facility to again produce  generation at or above the Minimum Load,
the first hour  subsequent to such request shall be a Dispatch Hour. 4.3 Section
15.2.2 of the  Agreement  is amended by adding after the word  "procedures"  the
following: "including procedures to implement Section 13.3."

SECTION V
                             EFFECTIVE DATE

5.1 This Third  Amendment  shall  become  effective on the first day of the
month following the month in which the later of the following has been achieved:
(i) the FPSC issues a final  determination  as to which no appeal is pending and
which is no longer  appealable  (hereinafter  the  "Final  Order"),  in form and
substance  acceptable  to each Party in its sole  discretion  and (ii) ICL shall
have  notified  FPL  in  writing  that  it  has  obtained  satisfaction  of  any
requirements  in ICL's  bond  indenture  that are  conditions  precedent  to the
effectiveness  of this Third  Amendment to the Agreement  ("Bond  Requirements")
provided  that such notice  shall be  delivered  to FPL within sixty days of the
execution  by both Parties of this  Agreement  unless such period is extended in
writing  by the  Parties.

          

     5.2  Within  20  days of the  execution  of this  Third  Amendment  by both
Parties,  the Parties will jointly submit a petition to the FPSC for approval of
this Third  Amendment  ("Petition").  Each  Party  will use good faith  diligent
efforts to obtain  approval of the Third  Amendment by the FPSC,  however,  this
obligation  does not give rise to any  liability  by  either  Party to the other
Party.  Either Party shall have the right to withdraw the Petition,  in its sole
discretion  for any reason or for no reason,  at any time prior to the time of a
Final Order.

          

     5.3  ICL  will  use  good  faith  diligent  efforts  to  satisfy  the  Bond
Requirements;  however,  this  obligation does not give rise to any liability by
ICL to FPL.

SECTION VI
                    SETTLEMENT OF LITIGATION

6.1 Upon  satisfaction  of each of the conditions set forth in Section 5.1,
the  Parties  shall  (i) file a joint  motion to  dismiss  the  Litigation  with
prejudice, each Party to bear its own fees and costs, and (ii) except for claims
to enforce  the terms of this Third  Amendment,  each  Party,  and its direct or
indirect  owners,   subsidiaries,   affiliates,   heirs,  assigns,   successors,
distributors,   licensees,  officers,  directors,  agents,  representatives  and
employees,  both past and present,  releases and discharges the other Party, and
its  direct  or  indirect  owners,  subsidiaries,  affiliates,  heirs,  assigns,
successors,    distributors,    licensees,    officers,    directors,    agents,
representatives,  and employees, both past and present, from any and all claims,
demands,  or causes of action of any kind that each  Party may now or  hereafter
have  against the other Party  concerning  or arising  from any  allegations  or
claims,  known or  unknown,  contingent  or vested,  which  relate in any way to
claims,   counterclaims  and  causes  of  action  which  were  asserted  in  the
Litigation.  Notwithstanding  this  provision,  or any  provision  of this Third
Amendment,  the Parties expressly  recognize that any and all claims relating to
any costs, credits, rebates,  discounts and  allowances/concessions ICL received
from its coal supplier, coal transporter,  lime and/or ash vendors, or any other
costs or  adjustments  required by, or in  accordance  with,  Section 8.4 of the
Agreement are not released by this provision.  6.2 Upon the denial or withdrawal
of the  Petition  submitted  to the FPSC,  or the  failure to  satisfy  the Bond
Requirements within sixty days of the execution of this Third Agreement (as such
period may be extended in accordance herewith),  the Parties shall promptly file
a joint motion to vacate the stay of the  Litigation,  and this Third  Amendment
and the Settlement  Agreement dated December 19, 2000 pertaining to reclosure of
the  Facility  after  Separation  and which  was the  predicate  for this  Third
Amendment,  shall be  immediately  and without  further action null and void and
without  further  effect and neither Party shall have any liability to the other
Party  with  respect  to (i)  such  Settlement  Agreement  or  (ii)  this  Third
Amendment.

11

SECTION VII
                                MISCELLANEOUS

7.1 Except as expressly  modified herein, all other terms and conditions of
the Agreement  shall remain  unchanged.  The Parties  acknowledge and agree that
this Third Amendment is contingent upon final approval of the Bond  Requirements
and the  FPSC and that in the  event  such  conditions  are not  satisfied,  the
above-referenced  Agreement  shall remain in full force and effect and unchanged
without reference to this Third Amendment.

          


     7.2 Each Party hereto  expressly  warrants and  represents  that it has any
requisite corporate or partnership  approval, as the case may be, to execute and
deliver this Third  Amendment and that each of the persons  executing this Third
Amendment has the necessary and  appropriate  authority to do so; that there are
no pending agreements, transactions, or negotiations to which it is a party that
would  render  this Third  Amendment  or any part  thereof  void,  voidable,  or
unenforceable;  that no  authorization,  consent or approval of any governmental
entity is required to make this Third  Amendment valid and binding upon it other
than as contemplated in Articles V and VI above; and that, subject to Articles V
and VI,  this  Third  Amendment  and the  Agreement  as  amended  by this  Third
Amendment each  constitute  its legal,  valid and binding  obligation.

          

     7.3 This  Third  Amendment  shall be  governed  by the laws of the State of
Florida  applicable  to contracts  made or to be  performed in Florida,  without
regard to the conflicts of law principles thereof. The Parties hereto consent to
the personal jurisdiction and venue of the federal and state courts in the State
of Florida,  and agree that all  disputes  or  litigation  regarding  this Third
Amendment  shall be submitted to and  determined by said courts.

          

     7.4 This Third  Amendment is binding upon and shall inure to the benefit of
the licensees,  representatives,  transferees,  affiliates, subsidiaries, direct
and indirect  owners,  successors,  heirs and/or assigns of the Parties  hereto.
This Third Amendment and the Agreement  contain the entire agreement between the
Parties hereto with respect to the subject matter hereof, supersedes any and all
prior oral and written  agreements  relating  thereto,  and may not be modified,
amended,  or  amplified  except by a written  document  executed by both Parties
hereto.

          

     7.5 If any provision of this Third  Amendment is invalid and  unenforceable
then, to the fullest extent  permitted by law, (a) the other  provisions  hereof
shall   remain  in  full  force  and   effect,   and  (b)  the   invalidity   or
unenforceability  of any  provision  hereof  shall not  affect the  validity  or
enforceability of the Agreement.

          

     7.6 This Third Amendment may be executed in two or more counterparts,  each
of which shall be deemed to be an original but all of which shall constitute one
and the same  agreement,  and a facsimile  signature shall be deemed to have the
same effect as an original  signature.

13

IN WITNESS WHEREOF,  the Parties hereto have caused this Third Amendment to
be  executed  as of  this  ___th  day of  May,  2001 by  their  respective  duly
authorized officers.

`INDIANTOWN COGENERATION, L.P.              FLORIDA POWER & LIGHT COMPANY

By: _______________________________        By: ________________________________


Title: ______________________________      Title: _____________________________`

APPENDIX 1

            SAMPLE DETERMINATION OF ACCUMULATED RECLOSE HOURS ACCOUNT
                            ON A CALENDAR YEAR BASIS
            USING HYPOTHETICAL OPERATIONS OVER ASSUMED 15 YEAR PERIOD
                       (FOR PURPOSES OF ILLUSTRATION ONLY)

`------------------------ -------------------------- --------------------- -------------------------- ------------------
          (a)                       (b)                     (c)                      (d)                    (e)
         Year               Accumulated Reclose         Hours of ICL      Number of Hours In Which     Difference of
(starting with year in         Hours Account          Operation During    Payment is made pursuant      (b) and (d)
 which Third Amendment    (as of first day of the     Reclose Periods         to Section 8.1.2
  becomes effective)     year, equal to (e) + 360        (assumed)         (lesser of (b) or (c))
                          after year 1; capped at
                                   1440)
------------------------ -------------------------- --------------------- -------------------------- ------------------
           1                        360                     300                      300                    60
------------------------ -------------------------- --------------------- -------------------------- ------------------
           2                        420                     500                      420                     0
------------------------ -------------------------- --------------------- -------------------------- ------------------
           3                        360                      60                      60                     300
------------------------ -------------------------- --------------------- -------------------------- ------------------
           4                        660                     400                      400                    260
------------------------ -------------------------- --------------------- -------------------------- ------------------
           5                        620                      20                      20                     600
------------------------ -------------------------- --------------------- -------------------------- ------------------
           6                        960                      20                      20                     940
------------------------ -------------------------- --------------------- -------------------------- ------------------
           7                       1300                      20                      20                    1280
------------------------ -------------------------- --------------------- -------------------------- ------------------
           8                       1440                      0                        0                    1440
------------------------ -------------------------- --------------------- -------------------------- ------------------
           9                       1440                      0                        0                    1440
------------------------ -------------------------- --------------------- -------------------------- ------------------
          10                       1440                     500                      500                    940
------------------------ -------------------------- --------------------- -------------------------- ------------------
          11                       1300                     200                      200                   1100
------------------------ -------------------------- --------------------- -------------------------- ------------------
          12                       1440                     1500                    1440                     0
------------------------ -------------------------- --------------------- -------------------------- ------------------
          13                        360                     500                      360                     0
------------------------ -------------------------- --------------------- -------------------------- ------------------
          14                        360                     100                      100                    260
------------------------ -------------------------- --------------------- -------------------------- ------------------
          15                        620                      0                        0                     620
------------------------ -------------------------- --------------------- -------------------------- ------------------`