EXHIBIT 1

AMENDMENT NO. 1 TO CONTRACT NO. 33676

This amends Contract No. 33676 between the City of Portland, Oregon Water Bureau (“City”) and The Community Energy Project (“Contractor”).

RECITALS:

1.  The City entered into Contract No. 33676 on July 5, 2001 with the Community Energy Project to provide water conservation self-help workshops to low income residents in the City.

2.  This has been a successful partnership since1995.

3.  The Water Bureau would like to continue this partnership via contract #33676 with modification as noted below.

In consideration for their mutual promises, the parties agree as follows:

a.  The payment schedule will change as follows: no payment will be made for workshops with fewer than 3 attendees.

b.  The City has an option to renew this contract via amendments for 2 more years.

4.  The original amount of the contract was for $50,000. The approved budget for this amendment is $50,000. Funds for this work are available in Water Bureau FY 02-03 in Center Code 18602122, Project No. 2119, Account 521000.

5.  The dates of the original contract were from July 1, 2001 to June 30, 2002. The new amended dates are from the date the amendment is authorized by Council through June 30, 2003.

6.  All other terms and conditions of Contract No. 33676 remain the same.

NOW, THEREFORE, in consideration of the above recitals and mutual promises set forth above, the parties agree to all conditions of Contract No. 33676 as amended.

CONTRACTOR: Community Energy Project

 By:  ________________________

Name:  ________________________

Title:  ________________________

Date:  ________________________

   Business License No. Exempt (Non-Profit)

           Tax ID Number  94-3040817

APPROVED AS TO FORM:          CITY OF PORTLAND

_________________________________      ________________________________

City Attorney            Morteza Anoushiravani

             Administrator, Bureau of Water Works