Article 4 - Remedies For Failure to Deliver

(a) A new Section 4.3 shall be added to Article Four as follows:

4.3 Suspension of Performance. Notwithstanding and in addition to the remedies provided as required pursuant to Sections 4.1 and 4.2, if Seller or Buyer fails to schedule, deliver or receive all or part of the Product pursuant to a Transaction for a period of three (3) or more consecutive days during any Delivery Period, and such failure is not excused under the terms of the Product, by the other Party's failure to perform or by agreement of the Parties, then upon one (1) Business Day prior notice, and for so long as the non-performing Party fails to perform, the performing Party shall have the right to suspend its performance under such transaction. In the event the performing Party suspends performance pursuant to this Section 4.3, it shall not be obligated to resume performance until it has received notice from the non-performing Party at least one (1) Business Day prior to the date upon which the non-performing Party intends to resume its performance; provided that, if the performing Party has entered into a replacement contract with a term of thirty-one (31) days or less, the performing Party may resume performance at the end of the term of such contract.

Article Five - Events of Default; Remedies

(a) Declaration of an Early Termination Date and Calculation of Settlement Amount. Section 5.2 is amended to delete the following phrase from the last two lines: "under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable."

(b) Declaration of an Early Termination Date and Calculation of Settlement Amount. The following shall be added to the end of Section 5.2: "under applicable law on the Early Termination Date, then each such Transaction (individually, an `Excluded Transaction' and collectively, the "Excluded Transactions") shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below. The Gains and Losses for each Terminated Transaction shall be determined by calculating the amount that would be incurred or realized to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of that Terminated Transaction. The Non-Defaulting Party (or its agent) may determine its Gains and Losses by reference to information either available to it internally or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information."

(c) Net Out of Settlement Amounts. Section 5.3 shall be amended by deleting the last sentence of such Section and replacing it with the following: "If the Non-Defaulting Party's aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the Termination Payment shall be zero".

(d) Notice of Payment of Termination Payment. Section 5.4 shall be amended by deleting from the first sentence of such Section the phrase "and whether the Termination Payment is due to or due from the Non-Defaulting Party." and replacing it with the following: ", if any."

(e) Section 5.4 shall be further amended by deleting the third sentence and replacing it with the following: "The Termination Payment, if any, shall be made by the Defaulting Party to the Non-Defaulting Party within two (2) Business Days after such notice is effective. Notwithstanding any provision to the contrary contained in this Agreement, the Non-Defaulting Party shall not be required to pay to the Defaulting Party any amount under Article 5 until the Non-Defaulting Party receives confirmation satisfactory to it in its reasonable discretion (which may include an opinion of its counsel) that all other obligations of any kind whatsoever of the Defaulting Party to make any payments to the Non-Defaulting Party or any of its Affiliates under this Agreement or otherwise which are due and payable as of the Early Termination Date (including for these purposes amounts payable pursuant to Excluded Transactions) have been fully and finally performed."

Article Six - Payment and Netting

(a) Section 6.1 shall be deleted in its entirety and replaced with the following:

6.1 Billing Period. The Parties agree that Buyer shall read Buyer's meter located at the Delivery Point, at the end of each monthly billing period. Buyer shall mail to Seller not later than thirty (30) calendar days after the end of each monthly billing period:

(a) a statement showing the quantity of Product delivered to Buyer during the monthly billing period, and

(b) Buyer 's computation of the amount due Seller, and Buyer 's check in payment of said amount.

(b) Section 6.2 shall be deleted in its entirety and replaced with the following:

6.2 Billing Adjustment. In the event adjustments to Buyer's payment(s) are required as a result of inaccurate meters, Buyer shall determine reasonably the correct amount of energy delivered under this Agreement during the period of inaccuracy and recompute the amount due to Seller. Any refund due and payable to Buyer resulting from inaccurate metering shall be made within thirty (30) calendar days of written notification to Seller by Buyer of the amount due. Any additional payment owed to Seller resulting from inaccurate metering shall be made the later of thirty (30) calendar days of Buyer's recomputation of the amount due from Buyer to Seller, or as part of the next regular monthly billing statement.

(c) Section 6.4 shall be deleted in its entirety and replace with the following:

6.4 Netting of Payments. The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other for electric service, natural gas service or both through netting, in which case all amounts owed by each Party to the other Party during the monthly billing period under this Agreement, including any related damages calculated pursuant to Article Four (unless one of the Parties elects to accelerate payment of such amounts as permitted therein), interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it. Nothing in this Section 6.4 shall limit Buyer's or Seller's rights under applicable tariff schedules.

(e) Sections 6.6, 6.7 and 6.8 shall be deleted in their entirety.

Article Ten - Miscellaneous

(a) Section 10.2 (ii) shall be amended by inserting "as of the CPUC Approval Date," before the phrase "it has all regulatory authorizations".

(b) Section 10.2 (iii) shall be amended by inserting "as of the CPUC Approval Date," before the phrase "the execution, delivery and performance".

(c) Section 10.2 (vi) shall be amended by deleting the phrase "or any of its Affiliates" immediately after the phrase "threatened against it"

(d) Section 10.5 shall be deleted in its entirety and replaced with the following:

10.5 Assignment. Neither Party shall assign its rights or otherwise delegate its duties or obligations under this Agreement without the other Party's prior written consent, except in connection with the sale or merger of a substantial portion of its assets (or in the case of the Seller, the sale of the Generating Facility) to a third party that commits in writing to comply with all of the terms and conditions of this Agreement. Any assignment or delegation made without such prior written consent shall be null and void. Any consent for assignment shall not be unreasonably withheld or delayed. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of SDG&E and CP Kelco and their respective successors and assigns

(e) Section 10.6 shall be deleted and replaced with the following:

10.6 Governing Law. This Agreement shall be governed by and construed according to the laws of the State of California (notwithstanding otherwise applicable conflicts of law principles). The Parties hereby consent to conduct all dispute resolution, judicial actions or proceedings arising directly, indirectly or otherwise in conjunction with, out of, related to or arising from this Agreement in the City of San Diego, California.

(f) Section 10.8 shall be amended by deleting the second to last sentence in its entirety and replacing it with the following sentence: "The indemnity provisions of this Agreement shall survive termination of this Agreement for the period of the applicable statute of limitations. The audit provisions of this Agreement shall survive the termination of this Agreement for a period of twelve (12) months."

(g) Section 10.11 shall be amended by adding the phrase "or the completed Cover Sheet to this Master Agreement" immediately before the phrase "to a third party." Section 10.11 shall be further amended by adding the following at the end of section 10.11: "Notwithstanding the confidential nature of this Agreement, Party B may reasonably disclose confidential information to the CPUC, including, but not limited to, the Office of Ratepayer Advocates and the Energy Branch, under California Pub. Util. Code § 583 and General Order 66-C, provided, however, that Party B shall provide to Party A prior written notice of such disclosures."

(h) A new Section 10.12 shall be added as follows:

10.12 Dispute Resolution.

(a) If a dispute arises between the Parties relating to the interpretation of this Agreement or to performance of any Transaction under it, the Party desiring resolution of the dispute shall notify the other Party in writing. The notice shall set forth the matter in dispute in reasonable detail and a proposed solution.

(b) The Parties shall attempt to resolve any dispute within fifteen (15) calendar days after delivery of the written notice referred to above. If the Parties fail to reach an agreement within that fifteen (15) day period, each Party shall have the right to pursue any and all remedies provided in this Agreement and as afforded by law.

(c) The existence of any dispute or controversy under this Agreement or the pendancy of the dispute settlement or resolution procedures set forth herein shall not in and of themselves relieve or excuse either Party from its ongoing duties and obligations under this Agreement.

(i) A new Section 10.13 shall be added as follows:

10.13 Scheduled Maintenance.

(a) In the event Seller is party to a participating generator agreement with the ISO and is obligated to comply with the scheduling and outage provisions of the ISO Tariff, Seller shall provide Buyer a copy of all material written communications between Seller and the ISO relating to the dates of scheduled maintenance and outages of the Generating Facility at the same time that Seller sends or receives such communications, as applicable.

(b) To the extent Seller is not a party to a participating generator agreement with the ISO or is not otherwise obligated to comply with the scheduling and outage provisions of the ISO Tariff, Seller shall comply with the following:

(i) Seller shall use commercially reasonable efforts to schedule maintenance of the Generating Facility for times other than during the peak months of the year as designated by Buyer to Seller in writing. Such peak months are currently May through September, but may be revised by Buyer upon thirty (30) days prior written notice to Seller.

(ii) By October 10 of each calendar year, Seller shall notify Buyer of the estimated scheduled maintenance for the following calendar year. This estimated schedule shall be used for informational purposes only.

(iii) Seller shall submit an outage information form (which shall include the date and time the outage is to begin, the nature of the maintenance to be performed, the date and time the outage is to be completed, and the time required to terminate the maintenance and to restore service) notifying Buyer's designated representative and transaction scheduler of a planned maintenance. Seller shall use its commercially reasonable efforts to provide Buyer such form no later than seventy-two (72) hours prior to the scheduled start date. Buyer shall promptly send Seller written acknowledgement of Buyer's receipt of the outage request form.

(iv) Seller shall coordinate and use commercially reasonable efforts to schedule maintenance at times acceptable to Buyer for scheduled maintenance; provided, however, Buyer may instruct Seller to change the date(s) of planned scheduled maintenance to the extent necessary for Buyer to preserve the operational integrity or reliability of Buyer's electrical system, so long as such delay will not potentially harm or jeopardize Seller's Generating Facility or Seller's production plant. Seller will promptly notify Buyer of any changes to its scheduled maintenance schedule.

(v) If the ISO declares a Stage 2 or Stage 3 System Emergency (as defined in the ISO Tariff and Protocols), SDG&E may dispatch Seller to operate the Generating Facility and Seller shall make all commercially reasonable efforts to comply with such request within the physical limitations of the Generating Facility; provided, however, Seller shall not be required to comply with a dispatch request to the extent that such dispatch may cause Seller to violate any state or federal laws or regulations, including, but not limited to the QF Requirements (as defined in Section 10.16 hereof).

(vi) In the event Buyer dispatches Seller in accordance with Section 10.13 (v) above, within 60 minutes of receiving a dispatch notice from Buyer, if Seller was not otherwise planning to operate, Seller shall provide Buyer with a good faith estimate of the incremental costs that Seller will incur during the dispatch period (such costs may include Generating Facility heat rate, variable O&M and fuel costs). Buyer shall notify Seller no later than 30 minutes prior to start of the dispatch period, that it agrees to pay Seller's incremental cost to operate during the dispatch period. Seller shall not be obligated to operate unless Buyer agrees to pay such incremental costs. As soon as practicable after the occurrence of a dispatch period, Seller shall provide Buyer with (A) the actual incremental cost incurred by Seller for operation of its Generating Facility during the dispatch period and (B) documentation reasonably necessary for Buyer to verify the actual incremental cost in (A).

(vii) Notwithstanding the provisions of Section 10.13(b)(i), and except as expressly provided for in Section 10.13(iv) of this Agreement, Seller may perform maintenance without restriction in the event that the Generating Facility is shut down in full or in part because of a reduction in steam or electricity requirements of Seller. In addition, except as expressly provided in Section 10.13(iv) of this Agreement, Seller shall be entitled to take one (1) outage per year for scheduled maintenance during the peak months lasting no more than 168 consecutive hours, without restrictions.

(j) A new Section 10.14 shall be added as follows:

10.14 Insurance.

(a) Seller shall maintain during the performance hereof:

(i) Commercial general liability insurance for bodily injury, personal injury, and property damage in limits, of combined single limit or equivalent for the results of any one (1) occurrence, of not less than $1,000,000. Such insurance shall provide coverage on a mutually acceptable commercial general liability coverage "occurrence" form, with no coverage deletions.

(ii) Such insurance described in Section 10.14 (a) (i), above, by endorsement to the policy(ies), shall include Buyer as an additional insured, shall contain a severability of interest or cross-liability clause and shall provide that Buyer shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premiums for such insurance.

(b) Additional Insurance Provisions

(i) Evidence of coverage described above in Section 10.14 (a) shall state that coverage provided is primary and is not excess to or contributing with any insurance or self-insurance maintained by Buyer for events arising out of the performance or non-performance of the insured Party's obligations under this Agreement.

(ii) Seller shall furnish evidence of the required certificates and endorsements to Buyer prior to commencing operation.

(iii) Seller waives its rights of recovery against Buyer for any loss or damage covered by such policy(ies) to the extent that such loss or damage is reimbursed under such policy(ies). Such insurance shall be endorsed to include a waiver of subrogation in favor of Buyer and evidence of such waiver of subrogation shall be noted on the certificates of insurance.

(iv) Seller shall provide Buyer with thirty (30) calendar days written notice prior to cancellation, termination, alteration or material change of such insurance; provided, however, ten (10) calendar days prior written notice shall be provided to Buyer prior to cancellation or termination for non-payment of premiums.

(v) Failure of Seller to comply with the above insurance terms and conditions, or the complete or partial failure of an insurance carrier to fully protect and indemnify Buyer or its affiliates, or the inadequacy of the insurance shall not in any way lessen or affect the obligation or liabilities of Seller with respect to Buyer.

(vi) All insurance certificates, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued and submitted to the following:

San Diego Gas & Electric Company

Attention: Energy Resources & Supply Section

8306 Century Park Court, CP-41D

San Diego, CA 92123-1593

(k) A new Section 10.15 shall be added as follows:

10.15 Interruption of Deliveries.

(a) Buyer shall not be obligated to accept or pay for and may require Seller to interrupt or reduce deliveries of Product (i) when necessary in order to construct, install, maintain, repair, replace, remove, investigate, or inspect any of its equipment or any part of its system; or (ii) if it determines that interruption or reduction is necessary because of an Emergency, forced outage, Force Majeure, or compliance with Prudent Electrical Practices; provided that Buyer shall not interrupt deliveries pursuant to this Section solely in order to take advantage, or make purchases, of less expensive energy elsewhere.

(b) Notwithstanding any other provisions of this Agreement, if at any time Buyer determines that, (i) continued parallel operation of Seller's Generating Facility may endanger SDG&E personnel, (ii) continued parallel operation of Seller's Generating Facility may endanger the SDG&E Electric System Integrity, or (iii) Seller's Protective Apparatus is not fully in service, Buyer shall have the right to disconnect the Generating Facility from SDG&E's system. The Generating Facility shall remain disconnected until such time as SDG&E is satisfied that the condition(s) referenced in this Section 10.15 (b) have been corrected.

(c) Whenever possible, Buyer shall give Seller reasonable notice of the possibility that interruption or reduction of deliveries may be required.

(d) Buyer shall use commercially reasonable efforts under the circumstances to coordinate with Seller to schedule the interruptions contemplated by this Section 10.15 at times acceptable to Seller.

(l) A new Section 10.16 shall be added as follows:

10.16 Qualifying Facility Status and Permits.

(a) Seller represents and warrants that as of the Effective Date and continuing until this Agreement terminates, the Generating Facility shall operate as a qualifying cogeneration facility pursuant to, and shall comply with requirements of FERC (18 Code of Federal Regulations Part 292) ("QF Requirements") and the Public Utility Regulatory Policies Act of 1978 (16 U.S.C.A. Sections 796, et seq.).

(b) If at any time during the term of this Agreement, Seller becomes aware that the Generating Facility has ceased to meet the QF Requirements, Seller shall promptly provide Buyer's contract administrator with notice of such change. Upon receipt of the Seller's notice, Buyer may, by delivery of notice to Seller's contract administrator, require Seller to provide evidence that demonstrates to Buyer's reasonable satisfaction that the Generating Facility has taken corrective action to meet the QF Requirements. Seller shall provide such evidence within fifteen (15) Business Days of Buyer's notice.

(c) Buyer may periodically (not to exceed once per year) inspect the Generating Facility and/or request documentation from Seller to monitor the Generating Facility's compliance with the QF Requirements. If, at any time during this Agreement, Buyer determines that the Generating Facility may no longer meet the QF Requirements, Buyer may require Seller to provide data, within fifteen (15) Business Days of Buyer's request for such evidence, to show that the Generating Facility does meet the QF Requirements. If Seller (i) fails to provide such evidence within the time required or (ii) provides insufficient data or data which establishes that the Generating Facility does not meet the QF Requirements, then Buyer shall have the right to unilaterally file with the FERC, pursuant to the FERC's rules and regulations, for a determination of whether the Generating Facility meets the QF Requirements during the period in question. In the event FERC issues an order that the Generating Facility no longer complies with the such requirements ("FERC Order"), then the qualifying cogeneration facility status of the Generating Facility shall be deemed ineffective for the calendar year period in question and until such time as Seller receives an order from FERC determining that the Generating Facility will operate as a qualifying cogeneration facility.

(d) Seller shall reimburse Buyer for any loss of whatever kind which Buyer incurs as a result of:

(i) Seller's failure to obtain or maintain any necessary permit or approval, including completion of required environmental studies, necessary for the construction, operation, and maintenance of the Generating Facility.

(ii) Seller's failure to comply with necessary permits and approvals or with any applicable law.

(iii) Seller's breach of that warranty in Section 10.16 (a) above.

(e) If a loss of qualifying cogeneration facility status occurs due to a change in the law governing qualifying cogeneration facility status occasioned by regulatory, legislative, or judicial action, the Seller shall compensate Buyer for any economic detriment incurred by Buyer should Seller choose not to make the changes necessary to continue its qualifying cogeneration facility status.

(m) A new Section 10.17 shall be added as follows:

10.17 Generating Facility.

(a) The Generating Facility shall be designed, constructed, operated, and maintained as follows:

(i) At Buyer's request, Seller shall provide to Buyer, Seller's electrical specifications and design drawings pertaining to Seller's Generating Facility. Seller shall provide to Buyer reasonable advance written notice of any material changes in Seller's Generating Facility and provide to Buyer specifications and design drawings of any such changes for Buyer's review and approval. Such approval shall not be unreasonably withheld or delayed. Except as expressly provided herein, nothing contained in this Agreement shall limit Seller's ability to modify the Generating Facility.

(ii) Seller shall operate its system facilities, including its Generating Facility, on its side of the delivery point in accordance with the provisions of the applicable tariffs and the Service Agreement.

(c) Seller shall operate its system in accordance with the provisions of SDG&E's Electric Department Rule 21.

(d) Seller shall keep a daily operations log for the Generating Facility which shall include information on availability, maintenance outages, circuit breaker trip operations requiring a manual reset, and any significant events related to the operation of the Generating Facility, including but not limited to: real and reactive power production; changes in operating status and protective apparatus operations; and any unusual conditions found during inspections.

(e) Seller shall maintain complete daily operations records applicable to the Generating Facility, including but not limited to fuel consumption, cogeneration fuel efficiency, maintenance performed, kilowatts, kilovars and kilowatt hours generated and settings or adjustments of the generator control equipment and protective devices. Such information shall be reasonably available to Buyer upon Buyer's written request.

(f) Seller shall not be required to disclose to Buyer confidential business information not otherwise required for purposes of compliance with this Agreement.

(n) A new Section 10.18 shall be added as follows:

10.18 Metering.

(a) All the meters and equipment used for measuring the power delivered to Buyer shall be located on the high side of the Interconnection Facilities transformer.

(b) In the event new or upgraded meters or equipment are required by the ISO, such new or upgraded meters and equipment shall, subject to SDG&E's approval, be used for the measurement of power for determining Buyer's payments to Seller pursuant to this Agreement.

(o) A new Section 10.19 shall be added as follows:

10.19 No Agency.

In performing their respective obligations hereunder, except to the extent provided in Section 3.2 of this Agreement, neither Party is acting, or is authorized to act, as agent of the other Party.

(p) A new Section 10.20 shall be added as follows:

10.20 Further Actions.

On and after the Effective Date, each Party shall from time to time, at the reasonable request of the other Party, take such actions, or execute and deliver (or cause to be executed and delivered) such other documents to or on behalf of the other Party.

Schedule P - Products and Related Definitions

(a) The definition of "Non-Firm" in Section 6 shall be deleted and replaced with the following:

"Non-Firm" means Seller has agreed to sell and Buyer has agreed to purchase energy from Seller's Generating Facility at the Delivery Point that is subject to interruption in accordance with the provisions of this Agreement and any applicable Confirmation.

IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above written.

Party A CP Kelco, U.S., Inc. Party B San Diego Gas & Electric

By: By:

Name: _____Jurgen Dominik Name: ________James P. Avery_________

Title: ____VP of Global Operations_______ Title: ____SVP - Electric Transmission___

DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute ("EEI") and National Energy Marketers Association ("NEM") member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected.