THIRD AMENDMENT TO
                        WINDSYSTEM MANAGEMENT AGREEMENT


     This Third Amendment to Windsystem Management Agreement (the "Amendment")
     is made by and between Enron Wind Systems, LLC ("EWS") and Zond PanAero
     Windsystem Partners I, a California Limited Partnership (the
     "Partnership").

                                   RECITALS
                                   --------

     WHEREAS, EWS and the Partnership are parties to that certain Windsystem
     Management Agreement dated July 27, 1998 (the "Windsystem Management
     Agreement"), pursuant to which EWS performs certain management,
     administrative and other services for the Partnership in connection with
     that certain wind power project owned by the Partnership.

     WHEREAS, the term of the Windsystem Management Agreement expires on
     December 31, 2004 (the "Windsystem Management Termination Date") and the
     parties desire to extend the Windsystem Management Termination Date until
     June 23, 2005.

                                   AGREEMENT
                                   ---------

     NOW, THEREFORE, for good and valuable consideration, the receipt and
     sufficiency of which is hereby acknowledged, EWS and the Partnership agree
     as follows:

     1. Amendment to Windsystem Management Agreement. Section 3 of the
        --------------------------------------------
     Windsystem Management Agreement is hereby amended by deleting the date
     "December 31, 2004" that appears therein and replacing it in its entirety
     with the date "June 23, 2005".

     2. Governing Law. The terms and provisions of this Amendment shall be
        -------------
     governed by and construed in accordance with the laws of the state of
     California.

     3. Counterparts. This Amendment may be executed in counterparts, each of
        ------------
     which shall be deemed an original and all of which, when taken together,
     shall constitute one and the same document.

     4. Effective Date. This Amendment shall be effective and the Windsystem
        --------------
     Management Agreement shall be amended pursuant to this Amendment as of
     December 31, 2004.


     IN WITNESS WHEREOF, each of the parties to this Amendment have executed
     this Amendment on date set forth below.


EWS                                         Partnership
Enron Wind Systems, LLC                     Zond-PanAero Windsystems Partners I,
                                            a California Limited Partnership

By: -------------------                     By: Zond Windsystems Management LLC,
Name: -----------------                         its General Partner
Title: ----------------
                                                By: ---------------------
                                                Name: -------------------
                                                Title: ------------------

Date: -----------------                         Date: -------------------








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