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                                                                EXHIBIT 10.9



                    AMENDMENT NO. 6 TO CONTRACT CSXT-C-03951
                  SUBJECT TO 49 USC 10709 AND 49 CFR 1313.3(c)


         COGENTRIX OF ROCKY MOUNT, INC., (Industry); and CSX TRANSPORTATION,
INC. (CSXT); agree to amend the aforementioned Contract, which has been in
effect since October 27, 1989.

         1.       This Amendment will be effective on January 1, 1997.

         2.       The Contract is modified in the following manner:

         (A)      Industry and CSXT will use reasonable best efforts to
                  implement a permanent solution to the grade crossing blockage
                  concern at Industry's Rocky Mount Cogeneration Facility.

         (B)      As a temporary solution, effective on and after January 1,
                  1997, CSXT will permit Industry to ship seventy-five (75) car
                  unit trains at the ninety (90) car rate levels presently
                  applicable in the Contract.

         (C)      This Sixth Amendment will remain in effect until a more
                  permanent solution can be implemented, but will terminate no
                  later than June 30, 1997.

         3.       All other provisions of the Contract are ratified and 
                  reaffirmed.



COGENTRIX OF ROCKY MOUNT, INC.              CSX TRANSPORTATION, INC.

By:      /s/ Ronald A. Munse                 By:      /s/ John R. Couch
   -----------------------------                 -------------------------------
Title:   Vice President                      Title:   Director - Industrial Coal
         Fuel and Transportation                      and Cogeneration