SECOND AMENDMENT TO GROUND LEASE
                        --------------------------------

         SECOND  AMENDMENT  TO GROUND  LEASE dated as July 6, 2000 (the  "Second
,Amendment"),  to the Ground Lease dated as of November  30, 1984,  (the 'Ground
Lund  Lease") by and  between  GUILFORD  MILLS,  INC.,  a  Delaware  corporation
("Landlord"),  and COGENTRIX EASTERN CAROLINA  CORPORATION  ("Tenant"),  a North
Carolina   corporation   and  the  successor  to  Cogentrix   Carolina   Leasing
Corporation.  Terms used herein which are not defined are used as defined in the
Ground Lease.

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Landlord and Tenant have agreed to extend the initial term
of the Ground Lease.

         NOW,  THEREFORE,  in consideration of the mutual  agreements  contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Landlord and Tenant hereby agree as follows:

         1.  Amendments to Ground Lease.  The Ground Lease is hereby  amended by
deleting Section 2.1 in its entirety and substituting the following therefor:

         Section  2.1 The initial  term of this Lease  shall  commence as of the
         30`h day of  November,  1984  (the  "Commencement  Date")  and,  unless
         extended pursuant to the following  Section 2.2.1 through 2.2.4,  shall
         end at midnight on December 31, 2001.

         2. Full Force and Effect.  Except as modified hereby,  and by the First
Amendment to Ground Lease dated December 16, 1991, the Ground Lease has not been
amended or modified and is and shall remain in full force and effect.

         3. Definitions. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Ground Lease.

         4. Counterparts. This Second Amendment may be executed in any number of
counterparts,  each of which when so executed and  delivered  shall be deemed an
original, and it shall not be necessary in making proof of this Second Amendment
to produce or account for more than one such counterpart.

         5.  Governing  Law.  This Second  Amendment  and the Ground  Lease,  as
amended,  shall be deemed to be contracts  made under and for all purposes shall
be construed in accordance with, the laws of the State of North Carolina.

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