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                                                                  EXECUTION COPY

                                  AMENDMENT TO
                          MANAGEMENT SERVICES AGREEMENT

         THIS AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (this "AMENDMENT") is
made as of the 11th day of December, 1998, by and between LSP-COTTAGE GROVE,
L.P., a Delaware limited partnership (the "OWNER") and COGENTRIX ENERGY, INC., a
Delaware corporation ("MANAGER").

                              STATEMENT OF PURPOSE

         WHEREAS, the Owner and LS Power Corporation ("LS Power") entered into
that certain Management Services Agreement, dated as of May 1, 1995 (the
"Agreement");

         WHEREAS, LS Power assigned all of its right, title and interest in, to
and under the Agreement to Manager and Manager assumed all of the obligations of
LS Power in, to and under the Agreement pursuant to that certain Assignment and
Assumption Agreement, dated as of March 20, 1998; and

         WHEREAS, Manager and Owner wish to amend the Management Services
Agreement to the extent set forth below.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1. CERTAIN TERMS. All capitalized terms used herein without definition
shall have the meanings assigned thereto in the Agreement.

         2. AMENDMENTS TO AGREEMENT.

         (a) The following definition shall be amended and restated in its
entirety:

                  "1.9.    Partnership Agreement: Amended and Restated Limited
                           Partnership Agreement of LSP-Cottage Grove, L.P.,
                           dated June 30, 1995, as amended by the First
                           Amendment thereto, dated June 18, 1996 and the Second
                           Amendment thereto, dated as of March 20, 1998 and the
                           Third Amendment thereto, dated as of November 15,
                           1998."

         (b) The following definitions shall be added to Article 1 of the
Agreement in the respective alphabetical position:

                  "Debt Service Letter of Credit: shall have the meaning
                  ascribed thereto in the Partnership Agreement."


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                  "Management Fee Payment Date: shall mean each monthly date on
                  which Owner is obligated to pay the Management Fee to Manager
                  in accordance with Section 9.1."

                  "Promissory Note: any promissory note delivered from time to
                  time by Manager in respect of a Debt Service Letter of
                  Credit."

         (c) The following Section 9.2 shall be added to the Agreement:

                  "9.2     In the event that interest shall be due and payable
                           in respect of a Promissory Note on any Management Fee
                           Payment Date, the Owner shall pay to Manager on such
                           Management Fee Payment Date an amount equal to the
                           Management Fee minus the interest which is due and
                           payable as of such Management Fee Payment Date."

         3. NO OTHER AMENDMENTS. Except as specifically amended pursuant to this
Amendment, the Agreement shall remain in full force and effect in accordance
with its terms.

         4. GOVERNING LAW. All questions concerning the construction, validity
and interpretation of this Amendment will be governed by and construed in
accordance with the internal law (and not the law of conflicts) of New York.

         5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one agreement.

         6. AMENDMENT OR WAIVER. The parties agree that this Amendment is
entered into in accordance with Section 18.9 of the Agreement.

                  [Remainder of page intentionally left blank.]


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date first above
written.


                             OWNER:

                                LSP-COTTAGE GROVE, L.P.
                                By: LSP-Cottage Grove, Inc., its general partner



                                By: /s/ Thomas F. Schwartz
                                   ---------------------------------------------
                                   Name: Thomas F. Schwartz
                                   Title: Assistant Treasurer


                             MANAGER:

                                COGENTRIX ENERGY, INC.


                                By: /s/ Thomas F. Schwartz
                                   ---------------------------------------------
                                Name: Thomas F. Schwartz
                                Title: Senior Vice President-
                                       Finance and Treasurer



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