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