OPPD 2nd Amendment

Terri -- As you requested, attached is an execution copy of the Second
Amendment providing for cancellation of the year 2002 obligations under the
8/15/96 Power Purchase and Sale Agreement between EPMI and OPPD. Please note
that I have modified the paragraph immediately above the signature blank to
explicitly authorize fax exchange of executed documents in advance of the
exchange of hand-signed originals. If this document is acceptable, please
send it to OPPD's attorney Steve Bruckner (SBRUCKNER@FraserStryker.com) at
the same time you transmit it to OPPD's business persons (cmoriarty@oppd.com,
dried@oppd.com). Please call me with any questions. --David