How to Withdraw Filed Nondisclosure by xky17362

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									                                                                                Akbar Jazayeri
                                                                                Vice President, Revenue and Tariffs




                                          April 21, 2006


ADVICE 1993-E
(U 338-E)


PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA
ENERGY DIVISION


SUBJECT:         Withdrawal of Economic Development Rates Filed Forms


Southern California Edison Company (SCE) hereby submits for filing the following
changes to its filed forms. The revised filed forms are listed on Attachment A and are
attached hereto.

PURPOSE

The purpose of this filing is to withdraw (eliminate) filed Form 14-634, Attraction
Economic Development Rate Agreement, filed Form 14-635, Expansion Economic
Development Rate Agreement, filed Form 14-636, Retention Economic Development
Rate Agreement, filed Form 14-638, Simplified Self-Generation Deferral Rate
Agreement, filed Form 14-639, Simplified Self-Generation Deferral Rate Agreement
Energy Efficiency Improvement Measures, and filed Form 41-346, Nondisclosure and
Confidentiality Agreement for Edison’s Flexible Pricing Option Contracts and
Information. Some of the aforementioned filed Forms were superceded by the
Economic Development Rates (EDR) filed Forms approved by the California Public
Utilities Commission (Commission) in SCE’s Advice 1918-E-A, and the others are no
longer needed due to the expiration of the associated programs.

BACKGROUND

On March 17, 2005 the Commission issued Decision (D.) 05-03-022 approving SCE’s
2003 General Rate Case (GRC) Phase 2 Settlement Agreement (Settlement
Agreement). The Settlement Agreement resolved all outstanding issues related to
SCE’s 2003 GRC Phase 2 Application (A.) 02-05-004, which was filed on May 3, 2002.
Included in A.02-05-004 were withdrawn tariff schedules Attraction Economic
Development Rate (AEDR), Expansion Economic Development Rate (EEDR), Retention
Economic Development Rate (REDR), and Simplified Self-Generation Deferral Rate
(SSGDR). The aforementioned EDR tariff schedules had been closed since December


P.O. Box 800   2244 Walnut Grove Ave.   Rosemead, California 91770   (626) 302-3630    Fax (626) 302-4829
ADVICE 1993-E
(U 338-E)                                -2-                            April 21, 2006



7, 2000, and at the time of filing of SCE’s 2003 Phase 2 GRC, there were zero active
customers on any of these closed EDR tariff schedules. Thus, SCE proposed to
withdraw these closed EDR tariff schedules in A.02-05-004, and ultimately the
Commission approved this proposal by adopting the Settlement Agreement.

On April 5, 2004, SCE filed A.04-04-008 with the Commission, requesting authority to
offer three new REDR, AEDR, and EEDR rate schedules. These three new EDRs,
submitted to the Commission were modeled after the EDRs the Commission originally
authorized in D.96-08-025, which were withdrawn in A.02-05-004.

The three new EDR rate schedules and accompanying filed forms contained in A.04-04-
008 were approved by the Commission in D.05-09-018, dated September 8, 2005. In
compliance with D.05-09-018, SCE filed Advice 1918-E-A on October 3, 2005, which
was subsequently approved by the Commission with an effective date of October 3,
2005.

DISCUSSION

The EDRs that were withdrawn in SCE’s A.02-05-004 had corresponding filed forms
(Agreements). However, these EDR Agreements were not withdrawn in A.02-05-004,
nor were they utilized in the establishment of the new EDRs and corresponding
Agreements introduced in A.04-04-008. Thus, SCE proposes to withdraw the following
EDR Agreements, which are no longer relevant for the execution of the currently
effective EDR rate schedules:

   •   Filed Form 14-634, Attraction Economic Development Rate Agreement.
   •   Filed Form 14-635, Expansion Economic Development Rate Agreement.
   •   Filed Form 14-636, Retention Economic Development Rate Agreement.

In Addition, the following filed forms associated with SCE’s other Flexible Pricing
Options are no longer needed because those pricing options were closed on December
7, 2000, and should be withdrawn:

   •   Filed Form 14-638, Simplified Self-Generation Deferral Rate Agreement.
   •   Filed Form 14-639, Simplified Self-Generation Deferral Rate Agreement Energy
       Efficiency Improvement Measures.
   •   Filed Form 41-346, Nondisclosure and Confidentiality Agreement for Edison’s
       Flexible Pricing Option Contracts and Information.

No cost information is required for this advice filing.

This advice filing will not increase any rate or charge, cause the withdrawal of service,
or conflict with any other schedule or rule.
ADVICE 1993-E
(U 338-E)                                -3-                              April 21, 2006



EFFECTIVE DATE

SCE request this filing become effective on the 30th calendar day after the date filed,
which is May 21, 2006.

NOTICE

Anyone wishing to protest this advice filing may do so by letter via U.S. Mail, facsimile,
or electronically, any of which must be received no later than 20 days after the date of
this advice filing. Protests should be mailed to:
              CPUC, Energy Division
              Attention: Tariff Unit
              505 Van Ness Avenue
              San Francisco, California 94102
              E-mail: jjr@cpuc.ca.gov and jnj@cpuc.ca.gov
Copies should also be mailed to the attention of the Director, Energy Division,
Room 4004 (same address above).

In addition, protests and all other correspondence regarding this advice letter should
also be sent by letter and transmitted via facsimile or electronically to the attention of:

              Akbar Jazayeri
              Vice President, Revenue and Tariffs
              Southern California Edison Company
              2244 Walnut Grove Avenue
              Rosemead, California 91770
              Facsimile: (626) 302-4829
              E-mail: AdviceTariffManager@sce.com

              Bruce Foster
              Senior Vice President of Regulatory Operations
              c/o Karyn Gansecki
              Southern California Edison Company
              601 Van Ness Avenue, Suite 2040
              San Francisco, California 94102
              Facsimile: (415) 673-1116
              E-mail: Karyn.Gansecki@sce.com

There are no restrictions on who may file a protest, but the protest shall set forth
specifically the grounds upon which it is based and shall be submitted expeditiously.

In accordance with Section III, Paragraph G, of General Order No. 96-A, SCE is serving
copies of this advice filing to the interested parties shown on the attached GO 96-A
service list and A.04-04-008. Address change requests to the GO 96-A service list
should be directed by electronic mail to AdviceTariffManager@sce.com or at (626) 302-
ADVICE 1993-E
(U 338-E)                             -4-                            April 21, 2006



4039. For changes to all other service lists, please contact the Commission’s Process
Office at (415) 703-2021 or by electronic mail at Process_Office@cpuc.ca.gov.

Further, in accordance with Public Utilities Code Section 491, notice to the public is
hereby given by filing and keeping the advice filing at SCE’s corporate headquarters.
To view other SCE advice letters filed with the Commission, log on to SCE’s Web site at
http://www.sce.com/AboutSCE/Regulatory/adviceletters.

For questions, please contact George Couts at (626) 302-6568 or by electronic mail at
George.Couts@SCE.com.



                                        Southern California Edison Company




                                        Akbar Jazayeri
AJ:mm
Enclosures
                       CALIFORNIA PUBLIC UTILITIES COMMISSION
                                        ADVICE LETTER FILING SUMMARY
                                               ENERGY UTILITY

                         MUST BE COMPLETED BY UTILITY (Attach additional pages as needed)
    Company name/CPUC Utility No.: Southern California Edison Company (U 338-E)
    Utility type:                            Contact Person: James Yee
    ! ELC           " GAS                    Phone #: (626) 302-2509
    " PLC           " HEAT     " WATER       E-mail: James.Yee@sce.com
                     EXPLANATION OF UTILITY TYPE                           (Date Filed/ Received Stamp by CPUC)

    ELC = Electric           GAS = Gas
    PLC = Pipeline           HEAT = Heat    WATER = Water

    Advice Letter (AL) #:      1993-E

    Subject of AL:     Withdrawal of Economic Development Rates Filed Forms
    Keywords (choose from CPUC listing):           Agreements, Forms
    AL filing type: " Monthly " Quarterly " Annual ! One-Time " Other
    If AL filed in compliance with a Commission order, indicate relevant Decision/Resolution #:
                                                     D.05-09-018
    Does AL replace a withdrawn or rejected AL? If so, identify the prior AL:
    Summarize differences between the AL and the prior withdrawn or rejected AL1:


    Resolution Required? " Yes ! No
    Requested effective date:       5/21/06                 No. of tariff sheets:     9
    Estimated system annual revenue effect: (%):
    Estimated system average rate effect (%):
    When rates are affected by AL, include attachment in AL showing average rate effects on customer
    classes (residential, small commercial, large C/I, agricultural, lighting).
    Tariff schedules affected:     WITHDRAWN FORMS, 14-634, 14-635, 14-636, 14-638, 14-639, 41-346
                                   and Table of Contents
    Service affected and changes proposed1:
    Pending advice letters that revise the same tariff sheets:




1   Discuss in AL if more space is needed.
Protests and all other correspondence regarding this AL are due no later than 20 days after the
date of this filing, unless otherwise authorized by the Commission, and shall be sent to:

CPUC, Energy Division                          Akbar Jazayeri
Attention: Tariff Unit                         Vice President, Revenue and Tariffs
505 Van Ness Ave.,                             Southern California Edison Company
San Francisco, CA 94102                        2244 Walnut Grove Avenue
jjr@cpuc.ca.gov and jnj@cpuc.ca.gov            Rosemead, California 91770
                                               Facsimile: (626) 302-4829
                                               E-mail: AdviceTariffManager@sce.com

                                               Bruce Foster
                                               Senior Vice President of Regulatory Operations
                                               c/o Karyn Gansecki
                                               Southern California Edison Company
                                               601 Van Ness Avenue, Suite 2040
                                               San Francisco, California 94102
                                               Facsimile: (415) 673-1116
                                               E-mail: Karyn.Gansecki@sce.com
Public Utilities Commission                              1993-E                  Attachment A

      Cal. P.U.C.                                                        Cancelling Cal.
      Sheet No.                                   Title of Sheet        P.U.C. Sheet No.

Revised 24145-E               Form 14-634 WITHDRAWN                Revised 20683-E
Revised 24146-E               Form 14-635 WITHDRAWN                Revised 20684-E
Revised 24147-E               Form 14-636 WITHDRAWN                Revised 20685-E
Revised 28660-E               Form 14-638 WITHDRAWN                Revised 24149-E
Revised 24150-E               Form 14-639 WITHDRAWN                Revised 21636-E
Original 21591-E              Form 41-346 WITHDRAWN

Revised 40591-E               Table of Contents                    Revised 40565-E
Revised 40592-E               Table of Contents                    Revised 39849-E
Revised 40593-E               Table of Contents                    Revised 40076-E




                                                           1
Southern California Edison                                                                           Revised           Cal. PUC Sheet No.                   40591-E
Rosemead, California                                                             Cancelling          Revised           Cal. PUC Sheet No.                   40565-E


                                                                  TABLE OF CONTENTS                                                       Sheet 1




                                                                                                                                       Cal. P.U.C.
                                                                                                                                       Sheet No.


TITLE PAGE ..................................................................................................................................11431-E
TABLE OF CONTENTS - RATE SCHEDULES ..... 40591-40505-40506-40507-40508-40509-40510-E                                                                           (T)
TABLE OF CONTENTS - LIST OF CONTRACTS AND DEVIATIONS ......................................40510-E
TABLE OF CONTENTS - RULES ................................................................................................40566-E
TABLE OF CONTENTS - BASELINE REGIONS ........................................................................40511-E
TABLE OF CONTENTS - SAMPLE FORMS .....................40681-40512-37804-40593-35196-36853-E                                                                    (T)
           .......................................................................................................................................36854-E
PRELIMINARY STATEMENT:
   A. Territory Served ...............................................................................................................22909-E
   B. Description of Service ......................................................................................................22909-E
   C. Procedure to Obtain Service ...........................................................................................22909-E
   D. Establishment of Credit and Deposits .............................................................................22909-E
   E. General............................................................................................ 22909-27629-2763038292-E
   F. Symbols ............................................................................................................................27630-E
   G. Gross Revenue Sharing Mechanism ......... 26584-26585-26586-26587-27195-27196-27197-E
       ........................................................................................................27198-27199-27200-27201-E
   H. Baseline Service ............................................................... 11457-31455-11880-11881-31679-E
   I. NOT IN USE................................................................................................................................-E
   J. Employee-Related Balancing Account.............................................................................36295-E
   K. Nuclear Decommissioning Adjustment Mechanism ............................................ 36582-36583-E
   L. Other Distribution Adjustment Mechanism
       ........................................................................................................38293-36584-40360-36297-E
   M. Income Tax Component of Contributions ........................................................... 34071-27632-E
   N. Memorandum Accounts....... 21344-39860-39144-37828-37770-31526-36784-36506-34416-E
       36507-34418-40384-40385-40386-40387-40388-40389-37776-27542-26595-27643-27644-E
       27645-27646-27647-27648-27649-27650-27651-27652-27653-27654-27655-27656-31327-E
       26596-36797-21960-34441-34442-22546-27658-23703-27829-29774-29775-29776-37829-E
       27663-39057-36591-30057-30058-30059-30060-26484-26485-23212-28280-24197-29470-E
       26486-29471-24199-29472-23221-23222-23223-24200-26487-29473-23227-37099-28282-E
       39145-24477-24812-223,80-28283-22621-36593-24272-27015-30234-27476-26007-26757-E
       26996-26735-33597-27500-27424-27425-27477-29778-28408-29789-29488-36594-35952-E
       .................................. 36595-32988-33085-36596-34420-31665-31936-32936-33531-37830-E
   O. California Alternative Rates for Energy (CARE) Adjustment Clause
       .................................................................................. 34705-36471-36472-36473-3659838294-E
   P. Optional Pricing Adjustment Clause (OPAC).................... 27670-27671-27672-27673-27674-E




                                                                           (Continued)

(To be inserted by utility)                                                Issued by                                (To be inserted by Cal. PUC)
Advice     1993-E                                                        Akbar Jazayeri                             Date Filed Apr 21, 2006
Decision 05-09-018                                                       Vice President                             Effective     May 21, 2006
1H12                                                                                                                Resolution
Southern California Edison                                                                Revised          Cal. PUC Sheet No.                 40592-E
Rosemead, California                                                   Cancelling         Revised          Cal. PUC Sheet No.                 39849-E


                                                         TABLE OF CONTENTS                                                   Sheet 10


                                                                  (Continued)
                                                       SAMPLE FORMS
                                                         (Continued)
Form                                                                                                                       Cal. P.U.C.
No.                                     Applications and Agreements for Service                                            Sheet No.
14-459         Momentary Parallel Generation Agreement .........................................................27758-E
14-499         Customer Application, Citrus Growers Payment Deferral Program......................25855-E
14-499-1       Attachment to Customer Application, Citrus Producers Utility Bill
                 Deferral Program .................................................................................................25856-E
14-523         Economic Development Rate Agreement (Existing Installation) ..........................16545-E
14-524         Economic Development Rate Agreement .............................................................18686-E
14-526         California Alternate Rates For Energy (CARE) Program
                 For Qualified Nonprofit Group Living Facilities ...................................................39367-E
14-548         Permanent Change in Operating Conditions Declaration ....................................17311-E
14-605         Pay As You Grow, Special Conditions PA-1 and PA-2 .........................................27759-E
14-606         Electronic Data Interchange (Energy Bill) Invoicing Agreement ..........................25989-E
14-620         Application for California alternate Rates for Energy
                 (CARE) Program for Qualified Agricultural Employee Housing ........................31546-E
14-637         Contribution to Margin Agreement .........................................................................24148-E               (D)
14-641         Schedule RTP Non-Disclosure Agreement ...........................................................21151-E                        (D)
14-642         Environmental Pricing Credit Agreement...............................................................24151-E
14-643         Time-Related Demand Aggregation Service Agreement......................................24152-E
14-685         Agreement For Parking Lot Lighting Service SCE-Owned System
                  Schedule LS-1 ....................................................................................................27760-E
14-686         Voluntary Power Reduction Credit Agreement Between Customer and
               Southern California Edison Company (SCE).........................................................26743-E
14-687         Application And Contract For Electric Service For
                 Schedule WTR, Wireless Technology Rate .......................................................36769-E
14-697         Proposal to Purchase and Agreement for Transfer of
                  Ownership of Distribution Systems ....................................................................27761-E
14-730         Back-Up Service Agreement Between Customer and Southern California
                 Edison Company (SCE) ......................................................................................29169-E
14-731         Generating Facility Interconnection Agreement ....................................................31119-E
14-732         Generating Facility Interconnection Application ....................................................38754-E
14-735         Southern California Edison Company (SCE), Large Power Interruptible
                 Rate Schedules Insurance Declaration ..............................................................28829-E
14-736         Southern California Edison Company (SCE), Large Power Interruptible
                 Rate Schedules Essential Use and Exempt Customer Declaration ..................39846-E
14-738         Agreement For Customer Participating in Demand Bidding Program
               and Interruptible Load Aggregation Option Under Interruptible
               Rate Schedules ......................................................................................................29804-E




                                                                  (Continued)

(To be inserted by utility)                                      Issued by                               (To be inserted by Cal. PUC)
Advice     1993-E                                              Akbar Jazayeri                            Date Filed Apr 21, 2006
Decision 05-09-018                                             Vice President                            Effective     May 21, 2006
10H10                                                                                                    Resolution
Southern California Edison                                                               Revised          Cal. PUC Sheet No.                 40593-E
Rosemead, California                                                   Cancelling        Revised          Cal. PUC Sheet No.                 40076-E


                                                         TABLE OF CONTENTS                                                  Sheet 13


                                                       (Continued)
                                             SAMPLE FORMS (Continued)
 Form                                                                                                                     Cal. P.U.C.
  No.                                                                                                                     Sheet No.
                                                Other Agreements (Cont'd)

14-604         Direct Payment/Pay-By-Phone Enrollment Card...................................................19490-E
14-632         Schedule LS-1 Differential Facilities Rate Agreement ..........................................38653-E
14-652         Energy Service Provider Service Agreement ........................................................23086-E
14-655         Interval Metering And Metering Facilities Agreement............................................27771-E
14-683         SCE Cost Manager® Service Agreement ..............................................................39021-E
14-684         Edison AMICOS™ Service Agreement for Electric Service Providers (ESPs) ....27773-E
14-688         Flat Rate Agreement Between Customer and Southern California
                 Edison Company .................................................................................................26871-E
14-689         Optimal Billing Period Service Agreement.............................................................31897-E
14-699         Meter Purchase And Related Meter Services Authorization Form .......................25727-E
14-699-A       Meter Purchase and Related Meter Services Change Order Authorization.........25728-E
14-712         Letter To Make Application And Establish Credit ..................................................26710-E
14-739         Scheduled Load Reduction Program Agreement Between Customer and
                 Southern California Edison Company.................................................................29114-E
14-768         Community Choice Aggregator (CCA) Service Agreement ..................................40066-E
14-769         Community Choice Aggregator Non-Disclosure Agreement ................................40067-E
16-165         Air Conditioner Cycling Program Commercial Industrial
                 Participation Agreement ......................................................................................28833-E
16-306         Agreement to Extend Term of Incremental Sales Agreement ..............................27774-E
16-308         Added Facilities Agreement Edison Financed.......................................................27775-E
16-309         Added Facilities Agreement Applicant Financed...................................................37203-E
16-327         Schedule TOU-8, Energy Efficiency Declaration...................................................18513-E
16-344         Southern California Edison Company..................................................................................
               Net Energy Metering and Generating Facility Interconnection Agreement ..........37188-E
16-345         Southern California Edison Company..................................................................................
               Net Energy Metering Monthly/Annual Billing Option Election ...............................37189-E

                                           Guarantees and Deposit Receipts

16-238         Preliminary Design and Engineering Agreement ................................................... 8343-E
16-254         Real Time Pricing Test Participation Agreement.................................................... 9177-E
14-465         Verification Letter for Schedule D-CARE...............................................................13029-E
14-466         Verification Letter Reminder for Schedule D-CARE..............................................13030-E
14-467         Eligibility Form for Schedule D-CARE....................................................................13031-E
14-468         Explanation of Rebill for Schedule D-CARE..........................................................13032-E
14-613         Residential Guaranty (To Establish Credit) ...........................................................27777-E
14-51          Agricultural Guaranty............................................................................................... 4892-E
14-85          Customer's Deposit Receipt.................................................................................... 5638-E
                                                                                                                                                (D)




                                                                 (Continued)

(To be inserted by utility)                                      Issued by                              (To be inserted by Cal. PUC)
Advice     1993-E                                              Akbar Jazayeri                           Date Filed Apr 21, 2006
Decision 05-09-018                                             Vice President                           Effective     May 21, 2006
13H10                                                                                                   Resolution
     ATTRACTION ECONOMIC DEVELOPMENT RATE AGREEMENT

This Agreement is entered into between________________________________________
(“Customer”) located at ______________________________________________, and
Southern California Edison Company (“Edison”), located at 2244 Walnut Grove Avenue,
Rosemead, California 91770. This agreement shall become effective as of the date set forth
beneath Edison’s signature on the signature page of this Agreement.

This Attraction Economic Development Rate Agreement (“Agreement”) provides Customer
with a declining discount for electric energy purchased over the first five years of the
seven-year term of the Agreement. The discount is intended to encourage Customer to
locate in California and in Edison’s service territory, thereby improving the overall
economy in Edison’s service territory.

If Customer is eligible under Schedule AEDR, it may also enter into a Contribution to
Margin Agreement in conjunction with this Agreement.

This is a filed form tariff agreement authorized by the California Public Utilities
Commission (“Commission”) for use by Edison. No officer, inspector, solicitor, agent, or
employee of Edison has any authority to waive, alter, or amend any part of this Agreement
except as provided herein or as authorized by the Commission. This Agreement is to be
used in conjunction with Schedule AEDR of Edison’s Commission-approved tariffs, and
supplements the terms and conditions of the Customer’s electric service under the
Customer’s Otherwise Applicable Tariff, which is Schedule ________________________
______________________________, and all related agreements.

Customer has the option of negotiating a discount contract with different terms and
conditions from those contained in this Agreement. A negotiated contract may contain a
more lenient early termination provision in exchange for commensurate changes in the
discount or credit provided by this Agreement. However, a negotiated contract cannot be
made effective until it has been authorized by an expedited regulatory review process by the
Public Utilities Commission. Customer is aware of this option and chooses to enter into this
Agreement.

The Parties agree as follows:

1.     DEFINITIONS

       As used in this Agreement, the following terms shall have the following meanings:

       1.1.    Added Facilities: Equipment or facilities that are in addition to, or in
               substitution for, standard facilities that Edison would normally install in order
               to provide electric service to Customer.

       1.2.    Agreement: This document and appendices, as amended from time to time.



Form 14-634                                  1
CompWord.doc
      1.3.     Attraction Economic Development Rate (“AEDR”): The rates and charges
               set forth in Schedule AEDR, subject to the terms and conditions of this
               Agreement.

      1.4.     Base Period Usage: As defined in Section 4 of this Agreement.

      1.5.     Contribution to Margin Agreement: An agreement entered into by Customer
               to receive a credit against Added Facilities Charges for Incremental Added
               Facilities based upon service provided under this Agreement.

      1.6.     Customer: Customer as defined in Edison’s Rule 1.

      1.7.     Excess Load: Recorded (metered) demand in excess of Forecast Maximum
               Demand.

      1.8.     Floor Prices: Floor Prices are the minimum prices (per kW and per kWh) to
               be charged Customer for discounted demand and energy served under this
               Agreement. Floor prices shall be time-differentiated when Customer’s
               Otherwise Applicable Tariff is a time-of-use tariff. (The time-of-use periods
               are those defined in Schedule TOU-8 for Edison’s power purchase payments
               to Qualifying Facilities.) Floor Prices are not time-differentiated when
               Customer’s Otherwise Applicable Tariff is not a time-of-use tariff.
               Therefore, all references to Floor Prices by time-of-use shall include those
               non-time differentiated Floor Prices computed for, and applicable to, non-
               time differentiated tariffs.

      1.9.     Forecast Maximum Demand: Customer’s forecast of its Total Load
               maximum demand, including any expansion of load planned over the first
               five years of this Agreement.

      1.10.    Incremental Added Facilities: Added Facilities that are required by Edison or
               requested by the Customer to be installed in order to accommodate
               Customer’s Load, including any expansion, under this rate schedule.

      1.11.    Interest Rate: The internal discount rate established by Edison from time to
               time.

      1.12.    Liquidated Damages: Damages owed by Customer to Edison as provided in
               Section 12 of this Agreement.

      1.13.    Minimum Load: The minimum load Customer has agreed to purchase
               annually as established for Customer in Section 6.

      1.14.    Otherwise Applicable Tariff: The rate schedule under which Customer is
               taking electric service from Edison at the time of signing this Agreement, and
               any applicable successor schedule.



Form 14-634                                 2
CompWord.doc
      1.15.    Party, Parties: The parties to this Agreement are Edison and Customer, as
               defined above.

      1.16.    Present Value: The present value calculated using the Interest Rate.

      1.17.    Standard Industrial Classification (“SIC”) Code: The published codes in the
               1987 Standard Industrial Classification Manual issued by the Executive
               Office of the President, Office of Management and Budget.

      1.18.    Surcharges: The California Alternate Rates for Energy Surcharge and the
               Public Utilities Commission Reimbursement Fee and any other mandated
               charges.

      1.19.    Total Load: Customer’s recorded (metered) load (energy and demand).

      1.20.    Uncontrollable Force(s): An Uncontrollable Force is an event or occurrence
               due to influences outside the reasonable control of either or both Parties that
               could not have been prevented by the exercise of due diligence.

2.    ATTRACTION ECONOMIC DEVELOPMENT RATE

      2.1.     In order to qualify for Schedule AEDR, Customer represents that the 3-digit
               or 4-digit SIC Code(s) for Customer’s operation is (are):
               ____________________ (list the primary SIC Code first and the next SIC
               Codes--up to four SIC Codes--in descending order; one of the listed SIC
               Codes must be a Manufacturing SIC Code of 200 through 3999 or the Motion
               Picture Production SIC Code of 781).

      2.2.     Customer further represents that it meets the applicability requirements of
               Schedule AEDR.

      2.3.     Accordingly, subject to the terms and conditions of this Agreement, Edison
               will provide Customer a declining discount for purchases of electricity
               (demand and energy) at its Otherwise Applicable Tariff over the seven-year
               term of this Agreement as follows:

                                      Year 1         25%
                                      Year 2         20%
                                      Year 3         15%
                                      Year 4         10%
                                      Year 5         5%
                                      Year 6         0%
                                      Year 7         0%

      2.4.     The discount does not apply to Surcharges.




Form 14-634                                    3
CompWord.doc
      2.5.     Customer must maintain Total Load maximum demand at 200 kilowatts or
               above during each of the seven years of service under this Agreement. If
               during any year of service Customer’s Total Load maximum demand falls
               below 200 kilowatts for three months, Customer’s discounts under
               Section 2.3 above shall be suspended for the balance of the year. Further,
               Customer must pay an amount equal to the Total Load at the rates and
               charges of the Otherwise Applicable Tariff less any amounts already paid
               under this Agreement during the prior months of the year. Customer’s
               discounts applicable to Total Load, shall resume at the beginning of the
               following year, subject to the terms of this provision. For purposes of this
               section, a year of service commences with the start of each level of discount
               set forth above in Section 2.3.

      2.6.     If, during any year of service under this Agreement, Customer’s Total Load
               maximum demand is greater than 4,000 kilowatts for three months, Customer
               must pay for each month in the year (including the prior months of the year)
               an amount equal to the portion of Total Load in excess of 4,000 kilowatts at
               the rates and charges of Customer’s Otherwise Applicable Tariff, less any
               amounts already paid under this Agreement for such excess.

               To compute the portion of Total Load in excess of 4,000 kilowatts:

               1) Compute an excess demand for each time-of-use period, including a
               facilities related demand, by subtracting 4,000 kilowatts from each of
               Customer’s metered billing demands recorded by time-of-use, including the
               facilities related demand.

               2) Compute excess kilowatthours for each time period using average
               demands computed for each time-of-use period. The average demands and
               excess kilowatthours are computed as follows:

                      a) Compute average demand for each time period by dividing total
                      metered kilowatthours in each time period by the hours in the time
                      period.

                      b) Compute incremental average demand for each time period by
                      subtracting 4,000 kilowatts from each of the average demands thus
                      computed. Any values less than zero should be treated as zero.

                      c) Multiply each of incremental average demands by the hours in the
                      time period. This produces excess kilowatthours.

      The resulting excess demands and excess kilowatthours are used to determine
      Customer’s charges at the Otherwise Applicable Tariff and the discounts already
      given for Total Load in excess of 4,000 kilowatts.

      Customer’s discounts applicable to Total Load shall resume at the beginning of the
      following year, subject to the terms of this provision. For purposes of this section, a
Form 14-634                                 4
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      year of service commences with the start of each level of discount set forth above in
      Section 2.3.

3.    EXCESS LOAD

      3.1.     Customer’s Forecast Maximum Demand shall be used to determine Excess
               Load.

      3.2.     Customer’s Forecast Maximum Demand is _____ kW (not to exceed
               4,000 kW).

      3.3.     Edison shall have the option to recalculate Customer’s bill for any billing
               period that Customer has Excess Load. The Otherwise Applicable Tariff
               shall apply to Customer’s usage of electricity associated with Excess Load in
               any such recalculation..

      3.4.     Appendix A is a description of Customer’s planned expansion in Edison’s
               service territory.

4.    BASE PERIOD USAGE

      4.1.     Base Period Usage must be established for each Customer to determine its
               Minimum Load.

      4.2.     Edison shall determine Customer’s Base Period Usage by estimating
               Customer’s load characteristics, including estimated demand and energy
               usage on a time-of-use basis using available data, including Customer’s
               previous electricity bills, if any. That calculation shall be used to determine
               Customer’s Base Period Usage until recorded load data becomes available to
               more definitively establish Customer load characteristics. When Edison can
               more accurately estimate Customer’s actual load characteristics, Customer’s
               Base Period Usage shall be established based upon the new recorded data.

      4.3.     If Customer is subject to billing on a time-of-use basis but does not have the
               requisite historical data to determine its actual base period usage, Edison
               shall estimate Customer’s load characteristics, including estimated demand
               and energy usage on a time-of-use basis using available data. That
               calculation shall be used as Customer’s Base Period Usage until recorded
               load data becomes available to more definitively establish Customer’s load
               characteristics. When Edison can more accurately estimate Customer’s
               actual load characteristics, Customer’s Base Period Usage shall be
               established based upon the new recorded data.

      4.4.     Base Period Usage is established as follows:
                                                    Average Monthly           Average Hourly
                                                    Base Period Usage          Base Period
                                                          (kW)                 Usage, (kWh)
                 Facilities Related Demand                                       N/A
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                    Summer
                    On-Peak
                    Mid-Peak
                    Off-Peak                              _______                _______
                     OVERALL

                    Winter
                    Mid-Peak
                    Off-Peak                              _______                _______
                     OVERALL
      Base Period Usage Facilities Related Demand is computed as follows:

               1.      Determine a Facilities Related Demand for each month in the period
                       used to establish Base Period Usage that is the greater of:

                       a.      The maximum billing demand for the month, or

                       b.      50% of the highest of all the billing demands in the period
                               used to establish Base Period Usage.

               2.      Compute the average of the monthly Facilities Related Demands thus
                       determined. This is Base Period Usage Facilities Related Demand.

      An “XXX” entered above indicates that the entry is not applicable to Customer’s
      Base Period Usage.

5.    MINIMUM CHARGE

      5.1.     Minimum Charge: A Minimum Charge applies each month to Customer’s
               discounted demand and energy charges (excluding Surcharges) billed under
               this Agreement. If in any month the Minimum Charge is greater than the
               discounted demand and energy charges (excluding Surcharges) payable under
               this Agreement, Customer shall be billed the Minimum Charge in lieu of the
               discounted demand and energy charges, plus the applicable Surcharges.

      5.2.     Computation of the Minimum Charge: The Minimum Charge is computed
               each month by: 1) multiplying each of the demands (time-related and
               facilities related) subject to discount by one or more corresponding
               time-related Floor Prices per kW, and 2) multiplying each time-of-use energy
               usage subject to discount by one or more corresponding time-related Floor
               Prices per kWh. The sum of the resulting charges is the Minimum Charge for
               the month. The Floor Prices are computed in accordance with Section 5.3.

      5.3.     Floor Prices: The Floor Prices applicable to firm (non-interruptible) service
               for each time-of-use period shall be equal to the average of Edison’s
               (1) hourly cost per kWh of procuring energy from the Power Exchange
               within each time period as determined in accordance with Schedule PX, and
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               (2) marginal cost for transmission and distribution facilities per kW
               (time-related and facilities related), each adjusted for line losses and
               multiplied by 1.2.

               For interruptible service, only the Floor Prices for energy and facilities
               related marginal transmission and distribution costs apply.

               The marginal transmission and distribution costs and applicable retail line
               loss factors are established in Edison’s most recent rate proceedings.

6.    MINIMUM LOAD

      6.1.     Customer must maintain a Minimum Load for each year from the date
               service is first rendered under Schedule AEDR for the seven-year term of this
               Agreement.

      6.2.     The Minimum Load is 80% of Base Period Usage (as adjusted in Section 6.3,
               if applicable).

      6.3.     After Customer has taken service for thirty-six (36) monthly billing periods
               under this Agreement, Edison shall recalculate Customer’s Base Period
               Usage from Customer’s Total Load over such billing period. If the Base
               Period Usage, as recalculated, is at least 25% greater than the original Base
               Period Usage, Edison shall use the recalculated Base Period Usage for the
               purpose of determining Customer’s Minimum Load for the remaining term of
               the Agreement. Any recalculation shall be computed by Edison from
               Customer’s twelve (12) most representative continuous months of usage out
               of the prior thirty-six months.

      6.4.     If such Customer does not maintain the Minimum Load maximum demand
               and total energy for three months in each consecutive 12-month period,
               Customer must pay an amount equal to the difference between the Total Load
               and the Minimum Load at the applicable charges of the customer’s Otherwise
               Applicable Tariff (OAT), regardless of whether it was used.

7.    COMMENCEMENT OF SERVICE

      7.1.     Edison will begin providing service at the AEDR rate with the next regular
               billing period following the date Customer notifies Edison that service should
               begin under Schedule AEDR, which date shall not be more than twenty-four
               months from the effective date of this Agreement.

      7.2.     Customer estimates that service under Schedule AEDR shall commence with
               the next regular billing period beginning after __________________ and
               shall provide Edison at least five business days’ notice of any change in such
               date.

8.    ADDED FACILITIES
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      An Added Facilities Contract, Edison’s filed Form Nos. 16-308 or 16-309, shall be
      required if additional equipment or facilities are required for Added Facilities or
      Incremental Added Facilities.

9.    ACKNOWLEDGMENT

      9.1.     Except as otherwise amended herein, Customer acknowledges that it is fully
               subject to all terms and conditions contained in Customer’s Otherwise
               Applicable Tariff, or its successor rate schedule, all of Edison’s rules, and all
               terms and conditions of service contained in Edison’s Commission-approved
               tariffs. While any provision pertaining to either a peak period rate limiter or
               an average rate limiter does not apply, the Bill Limiter provision of
               Schedule I-6 remains applicable to those customers who are eligible for the
               Bill Limiter.

      9.2.     Customer also acknowledges that Edison may request documentation to
               support Customer’s affidavit contained in this Agreement and may verify any
               supporting documentation and statements Customer has made in support of
               its Affidavit.

10.   TERM

      10.1.    This Agreement shall be effective for seven years following the
               commencement of service under Schedule AEDR pursuant to Section 7 of
               this Agreement.

      10.2.    At the end of the seventh year, Customer will no longer take service under
               Schedule AEDR and will be billed only under the Otherwise Applicable
               Tariff effective with the start of the next regular billing period following the
               end of the seventh year of service under this Agreement.

      10.3.    This Agreement is not renewable at the expiration of its term.

11.   TERMINATION

      This Agreement may be terminated (subject to payment of Liquidated Damages) by
      either party upon written notice as follows.

      11.1.    Termination at Customer’s Request: Customer may request termination of
               this Agreement at any time by providing at least 60 days’ written notice to
               Edison.

      11.2.    Termination For Nonpayment: Edison may terminate this Agreement if
               Customer fails to pay any amount due hereunder, under Schedule AEDR or
               under any Contribution to Margin Agreement within 30 days after receipt of
               notice of nonpayment from Edison.



Form 14-634                                  8
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      11.3.    Termination For Noncompliance: Edison may terminate this Agreement
               upon five business days’ notice if Customer fails to comply with any term or
               condition of Schedule AEDR or this Agreement, or if any representation
               made by Customer in this Agreement is untrue in any material respect, or if
               Customer ceases the operations to which this Agreement applies or moves
               them out of Edison’s service territory.

      11.4.    Termination For Ineligibility: Edison may terminate this Agreement upon
               five business days’ notice if it determines that Customer was not eligible for
               Schedule AEDR when the Agreement was signed, that Customer has become
               ineligible for Schedule AEDR or that any statement in Customer’s Affidavit
               contained herein was untrue.

      11.5.    Termination For Failure To Maintain Minimum Load: Edison may terminate
               this Agreement if Customer fails to maintain its Minimum Load during any
               consecutive twelve-month period or shuts down its operations. If Customer
               fails to maintain its Minimum Load, Edison must provide Customer at least
               90 days’ notice of termination and Customer shall have the opportunity to
               increase its load to the Minimum Load and demonstrate to Edison’s
               satisfaction that it will continue to use its Minimum Load for the remaining
               term of this Agreement.

      11.6.    Termination For Failure To Commence Service: Edison may terminate this
               Agreement if Customer does not begin service within 24 months after the
               date this Agreement was executed.

      11.7.    Termination Upon Termination Of Contribution To Margin Agreement:
               Edison may terminate this Agreement if any Contribution to Margin
               Agreement is terminated.

12.   LIQUIDATED DAMAGES

      12.1.    Upon termination of this Agreement prior to the end of its term, Customer
               shall be required to pay Edison a Liquidated Damages payment. The
               Liquidated Damages payment is required to ensure that neither Edison nor its
               ratepayers are financially or otherwise damaged if this Agreement is
               prematurely terminated before the end of its term.

      12.2.    It would be extremely difficult for the Parties to identify the amounts of
               increased or additional costs attributable to termination of this Agreement.
               Parties agree the Liquidated Damages specified herein are a reasonable
               approximation of damages which Edison and its ratepayers may incur as a
               result of such termination, and that the damage amount does not represent a
               penalty.

      12.3.    Liquidated Damages under this Agreement shall be an amount equal to the
               Present Value of the difference between (i) the amount the Customer would
               have paid for its energy and demand if billed at the Otherwise Applicable
Form 14-634                                 9
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               Tariff from the date service was first rendered under Schedule AEDR to the
               date of termination, and (ii) the amount billed to Customer under this
               Agreement and Schedule AEDR during the same period plus the Present
               Value of the amount of any CTM Credits (as defined in the Contribution to
               Margin Agreement) extended under a related Contribution to Margin
               Agreement plus interest (at the Interest Rate) on the foregoing amounts to the
               date of payment.

      12.4.    After termination of this Agreement, Customer shall be billed at the
               Otherwise Applicable Tariff.

      12.5.    The limitations of Rule 17 of Edison’s Commission-approved Tariffs shall
               not apply to amounts payable under this Agreement.

      12.6.    Edison may in its discretion require Customer to establish a letter of credit or
               other security as a condition to providing service under Schedule AEDR to
               secure repayment of any Liquidated Damages.

13.   COMPETITION TRANSITION CHARGES

      In addition to all other charges, Customer shall pay Competition Transition Charge
      (CTC) according to Customer’s Otherwise Applicable Tariff and Preliminary
      Statement, Part W. The expiration or termination of this Agreement does not affect
      any obligation to pay CTC.

14.   UNCONTROLLABLE FORCE

      14.1.    Neither Party shall be considered to be in default in the performance of any
               obligation under this Agreement, except for obligations to pay money when
               and to the extent that failure of performance shall be caused by an
               Uncontrollable Force.

      14.2.    If either Party, because of an Uncontrollable Force, is rendered wholly or
               partly unable to perform its obligations under this Agreement, the Party shall
               be excused from whatever performance is affected by the Uncontrollable
               Force to the extent the following conditions are met.

               14.2.1. The suspension of performance is of no greater scope and of no
                       longer duration than is required by the Uncontrollable Force.

               14.2.2. The nonperforming Party uses its best efforts to cure its inability to
                       perform. This subsection shall not require the settlement of any
                       strike, walkout, lockout or other labor dispute on terms which, in the
                       sole judgment of the Party involved in the dispute, are contrary to its
                       interest. It is understood and agreed that the settlement of strikes,
                       walkouts, lockouts or other labor disputes shall be at the sole
                       discretion of the Party having the difficulty.

Form 14-634                                 10
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               14.2.3. When the nonperforming Party is able to resume performance of its
                       obligations under this Agreement, that Party shall give the other Party
                       written notice to that effect immediately.

      14.3.    Nonperformance due to Uncontrollable Force shall be excused, provided
               Party can demonstrate that the Uncontrollable Force was owing to causes
               outside its reasonable control and the occurrence of the Uncontrollable Force
               could not have been prevented by the exercise of due diligence.

               14.3.1. Accordingly, nonperformance shall be excused from the date of the
                       occurrence of the Uncontrollable Force, provided the nonperforming
                       Party has given the other Party written notice describing the
                       particulars of the occurrence within two weeks of the event.

               14.3.2. Accordingly, nonperformance shall be excused from the date on
                       which the nonperforming Party gives the other Party written notice
                       describing the particulars of the occurrence of the Uncontrollable
                       Force, if such written notice is given more than two weeks after the
                       Uncontrollable Force occurred.

      14.4.    If Customer experiences an Uncontrollable Force that prevents Customer
               from complying with Schedule AEDR and this Agreement, Customer may
               request that Edison suspend the terms of Schedule AEDR and this Agreement
               for the duration of the Uncontrollable Force. Customer will be billed at the
               Otherwise Applicable Tariff for the duration of the suspension of this
               Agreement. Resumption of the terms of Schedule AEDR and this Agreement
               shall commence with the next regularly scheduled billing period. In addition,
               the term of this Agreement will be extended for up to 12 months beyond the
               term originally established in this Agreement by the length of time this
               Agreement was suspended.

      14.5.    The occurrence of an Uncontrollable Force shall not: (i) prevent Edison from
               terminating this Agreement in accordance with Sections 11.5 and 11.6, or (ii)
               extend the period any level of discount is available as provided in Section
               2.3.

      14.6.    If the Uncontrollable Force which causes the nonperformance is caused by
               the actions or inactions of legislative, judicial or regulatory agencies, or other
               proper authority, this Agreement may be amended to comply with the legal
               or regulatory change which caused nonperformance. Any such amendment
               must be first authorized by the Commission prior to implementation.

15.   DAMAGE LIMITATION

      Edison shall not be liable for any consequential, incidental, indirect, or special
      damages, whether in contract, tort, or strict liability including, but not limited to, lost
      profits and loss of power resulting from power outages or other electric service
      interruptions or from Edison’s performance or nonperformance of its obligations
Form 14-634                                  11
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      under this Agreement or in the event of termination of this Agreement.

16.   INDEMNITY

      Customer shall, at its own cost and expense, defend, indemnify, and hold harmless
      Edison, its officers, agents, employees, assigns, and successors in interest, from and
      against any and all liability, damages, losses, claims, demands, actions, cause of
      action, costs, including attorney’s fees and expenses, or any of them, resulting from
      the death or injury to any person or damage to any property caused by Customer, its
      employees, officers and agents, or any of them, and arising out of the performance or
      non-performance of its obligations under this Agreement. Termination of this
      Agreement shall not exempt Customer from the terms and conditions of this Section.

17.   ASSIGNMENT OF AGREEMENT

      Customer shall not assign this Agreement or any part or interest thereof, to a third
      party without the prior, written consent of an authorized representative of Edison.
      Any assignment made without such consent shall be void and of no effect. Further,
      any assignment made under this Agreement shall be subject to any applicable
      Commission authorization or regulation except as waived by the Commission.

18.   AMENDMENT

      Any changes or amendments to this Agreement must be in writing and must be
      executed by the Customer and Edison and, if required, be approved by the
      Commission.

19.   NOTICE

      Any notice either Customer or Edison may wish to provide the other regarding this
      Agreement must be in writing. Such notice must be either hand-delivered or sent by
      U.S. registered mail, postage prepaid, to the person designated to receive notice for
      the other party below, or to such other address as either may designate by written
      notice. Notices delivered by hand shall be deemed effective when delivered.
      Notices delivered by mail shall be deemed effective when received, as acknowledged
      by the receipt of the certified or registered mailing.

               Customer:

                            (name)

                            (title)

                            (party)

                            (address)

                            (city, state, & zip code)

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               Edison:        Manager, Pricing Design and Tariffs
                              Southern California Edison Company

                              2244 Walnut Grove Avenue
                              Rosemead, California 91770

20.   NONWAIVER

      The failure of either Party to enforce any of the terms and conditions or to exercise
      any right or privilege in this Agreement shall not be construed as a waiver of any
      such terms and conditions or rights or privileges, and the same shall continue and
      remain in force and effect as if no such failure to enforce or exercise had occurred.

21.   SEVERABILITY

      In the event that any of the provisions, or portions thereof, of this Agreement are
      held to be unenforceable or invalid by the Commission, or any court of competent
      jurisdiction, the validity and enforceability of the remaining provisions or any
      portion thereof shall not be affected. However, should either party determine, in
      good faith, that such unenforceability renders the remaining provision of this
      Agreement economically infeasible or disadvantageous, said party may terminate
      this Agreement upon 15 days notice, provided that the provisions of Section 12
      (Liquidated Damages) shall apply to any such termination.

22.   APPLICABLE LAWS, RULES, AND REGULATIONS

      This Agreement shall be subject to, and interpreted under, the laws, rules, and
      regulations of the State of California and the Commission, and under Edison’s
      Commission-approved Tariff Schedules and Rules. To the extent there are any
      inconsistencies between this Agreement and Edison’s other tariffs, this Agreement
      shall control.

23.   CALIFORNIA PUBLIC UTILITIES COMMISSION

      23.1.    This Agreement shall at all times be subject to such changes or modifications
               by the Commission as said Commission may, from time to time, direct in the
               exercise of its jurisdiction.

      23.2.    Notwithstanding any other provisions of this Agreement, Edison has the right
               to unilaterally file with the Commission, pursuant to the Commission’s rules
               and regulations, an application for a change in rates, charges, classification,
               service, or rule, or any agreement relating thereto.

24.   ENTIRE AGREEMENT

      This Agreement, including Edison’s tariffs as filed with the Public Utilities
Form 14-634                                 13
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      Commission, constitutes the sole, only, and entire agreement and understanding
      between the Parties as to the subject matter of this Agreement with respect to
      Schedule AEDR. Prior agreements, commitments or representations, whether
      expressed or implied, and discussions between Parties, shall not be construed to be a
      part of this Agreement.

25.   CUSTOMER AFFIDAVIT

      By signing this Agreement, Customer certifies and declares under penalty of perjury
      under the laws of the State of California that each of the statements in the paragraphs
      below in this subsection are true and correct:

      25.1.    Customer considers the terms and conditions of this Agreement and
               Schedule AEDR to be a material factor in Customer’s decision to move its
               current operations into California, or to locate new operations in California.

      25.2.    Customer has discussed any cost-effective measures that Customer may take
               to reduce its electric bills and the load they place on the electric system.

      25.3.    Customer has satisfied one of the following two conditions:

               25.3.1. Customer has entered into an agreement with a state, regional or local
                       government authority or a private or nonprofit economic development
                       agency to receive financial or in-kind assistance as an inducement to
                       locate industrial facilities at a site within Edison’s service territory
                       and has furnished proof of same to Edison.

               25.3.2. In the absence of such an agreement, Customer has demonstrated with
                       documentation acceptable by Edison that it has received a
                       commitment of assistance, resources, or incentives from other public
                       or private entities to induce Customer to locate new facilities within
                       Edison’s territory. The California Trade and Commerce Agency has
                       participated in “red team” efforts to attract Customer’s new load to
                       California.

      25.4.    Customer confirms that its SIC Code(s) is/are as stated in Section 2.1 and that
               it is eligible for Schedule AEDR and for its Forecast Maximum Demand.

      25.5.    Customer certifies that all load subject to Schedule AEDR represents load
               that is eligible for Schedule AEDR and will be load new to California and
               does not represent load already in or which is being relocated within
               California.

26.   AUTHORIZATION SIGNATURES

      IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
      their duly authorized agents to be effective on the date of Edison’s signature below.


Form 14-634                                 14
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    By: SOUTHERN CALIFORNIA                        By: CUSTOMER
        EDISON COMPANY

    (Signature)                                    (Signature)

    (Name)                                         (Name)

    (Title)                                        (Title)

    Southern California Edison Company

                                                   (Customer)

    (Date)                                         (Date)

                                              [Customer’s Signature must be notarized]




Form 14-634                              15
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               APPENDIX A

[ADD INFORMATION REQUIRED BY SECTION 3.4]
Southern California Edison                                        Revised Cal. PUC Sheet No.   24145-E
Rosemead, California                                   Cancelling Revised Cal. PUC Sheet No.   20683-E




                              ATTRACTION-ECONOMIC DEVELOPMENT
                                       RATE AGREEMENT
                                         Form 14-634




(To be inserted by utility)                   Issued by             (To be inserted by Cal. PUC)
Advice 1245-E-C                              John Fielder           Date Filed        Jun 10, 1998
Decision 97-08-056                                                  Effective         Jan 01, 1998
14-634frm.doc                               Vice President          Resolution          E-3510
         EXPANSION ECONOMIC DEVELOPMENT RATE AGREEMENT


This Agreement is entered into between Account No. _____________________,
___________________________________________ (“Customer”) located at
______________________________________________, and Southern California Edison
Company (“Edison”), located at 2244 Walnut Grove Avenue, Rosemead, California 91770.
This agreement shall become effective as of the date set forth beneath Edison’s signature on
the signature page of this Agreement.

This Expansion Economic Development Rate Option Agreement (“Agreement”) provides
Customer with a declining discount for incremental electric energy purchased over the first
five years of the seven-year term of the Agreement. The discount is intended to encourage
Customer to expand industrial operations within Edison’s service territory, thereby creating
jobs, increasing the industrial base, improving the overall economy in Edison’s service
territory, and increasing the Customer’s contribution to Edison’s fixed costs.

If Customer is eligible under Schedule EEDR, it may also enter into a Contribution to
Margin Agreement in conjunction with this Agreement.

This is a filed form tariff agreement authorized by the California Public Utilities
Commission (“Commission”) for use by Edison. No officer, inspector, solicitor, agent, or
employee of Edison has any authority to waive, alter, or amend any part of this Agreement
except as provided herein or as authorized by the Commission. This Agreement is to be
used in conjunction with Schedule EEDR of Edison’s Commission-approved tariffs, and
supplements the terms and conditions of the Customer’s electric service under the
Customer’s Otherwise Applicable Tariff, which is Schedule
________________________________________________, and all related agreements.

Customer has the option of negotiating a discount contract with different terms and
conditions from those contained in this Agreement. A negotiated contract may contain a
more lenient early termination provision in exchange for commensurate changes in the
discount or credit provided by this Agreement. However, a negotiated contract cannot be
made effective until it has been authorized by an expedited regulatory review process by the
Public Utilities Commission. Customer is aware of this option and chooses to enter into this
Agreement.

The Parties agree as follows:

1.     DEFINITIONS
       As used in this Agreement, the following terms shall have the following meanings:

       1.1.    Added Facilities: Equipment or facilities that are in addition to, or in
               substitution for standard facilities that Edison would normally install in order
               to provide electric service to Customer.


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      1.2.     Agreement: This document and appendices, as amended from time to time.

      1.3.     Base Period Usage: As defined in Section 4 of this Agreement.

      1.4.     Contribution to Margin Agreement: An agreement entered into by Customer
               to receive a credit against Added Facilities Charges for Incremental Added
               Facilities based upon services provided in this Agreement.

      1.5.     Customer: Customers as defined in Edison’s Rule 1.

      1.6.     Excess Load: Maximum kW demand component of Incremental Load in
               excess of Forecast Maximum Incremental Load.

      1.7.     Expansion Economic Development Rate (EEDR): The rates and charges set
               forth in Schedule EEDR, subject to the terms and conditions of this
               Agreement.

      1.8.     Floor Prices: Floor Prices are the minimum prices (per kW and per kWh) to
               be charged Customer for discounted demand and energy served under this
               Agreement. Floor prices shall be time-differentiated when Customer’s
               Otherwise Applicable Tariff is a time-of-use tariff. (The time-of-use periods
               are those defined in Schedule TOU-8 for Edison’s power purchase payments
               to Qualifying Facilities.) Floor Prices are not time-differentiated when
               Customer’s Otherwise Applicable Tariff is not a time-of-use tariff.
               Therefore, all references to Floor Prices by time-of-use shall include those
               non-time differentiated Floor Prices computed for, and applicable to, non-
               time differentiated tariffs.

      1.9.     Forecast Maximum Incremental Demand: Customer’s forecast of the
               maximum demand of its Incremental Load planned over the first five years of
               this Agreement.

      1.10.    Incremental Added Facilities: Added Facilities that are required by Edison or
               requested by the Customer to be installed in order to accommodate
               customer’s Incremental Load under this rate schedule.

      1.11.    Incremental Load: Recorded (metered) load (energy and demand) in excess
               of Base Period Usage.

      1.12.    Interest Rate: The internal discount rate established by Edison from time to
               time.

      1.13.    Liquidated Damages: Damages owed by Customer to Edison as provided in
               Section 12 of this Agreement.

      1.14.    Minimum Load: The minimum load Customer has agreed to purchase
               annually as established for Customer in Section 6.


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      1.15.    Otherwise Applicable Tariff: The rate schedule under which Customer is
               taking electric service from Edison at the time of signing this Agreement, and
               any applicable successor schedule.

      1.16.    Party, Parties: The parties to this Agreement are Edison and Customer, as
               defined above.

      1.17.    Present Value: The present value calculated using the Interest Rate.

      1.18.    Qualifying Incremental Load: Incremental Load maximum demand of the
               greater of (i) 50 kW and (ii) 10% of Customer’s Facilities Related Demand
               established in Base Period Usage.

      1.19.    Surcharges: The California Alternate Rates for Energy Surcharge or the
               Public Utilities Commission Reimbursement Fee and any other mandated
               charges.

      1.20.    Standard Industrial Classification (“SIC”) Code: The published codes in the
               1987 Standard Industrial Classification Manual issued by the Executive
               Office of the President, Office of Management and Budget.

      1.21.    Total Load: Customer’s Recorded (metered) load (energy and demand).

      1.22.    Uncontrollable Force(s): An Uncontrollable Force is an event or occurrence
               due to influences outside the reasonable control of either or both Parties that
               could not have been prevented by the exercise of due diligence.

2.    EXPANSION ECONOMIC DEVELOPMENT RATE
      2.1.     In order to qualify for Schedule EEDR, Customer represents that the 3-digit
               or 4-digit SIC Code(s) for Customer’s operation is (are):
               ____________________ (list the primary SIC Code first and the next SIC
               Codes -- up to four SIC Codes -- in descending order; one of the listed SIC
               Codes must be a Manufacturing SIC Code of 200 through 3999 or the Motion
               Picture Production SIC Code of 781).

      2.2.     Customer further represents that it meets the applicability requirements of
               Schedule EEDR.




Form 14-635                                  3
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      2.3.     Accordingly, subject to the terms and conditions of this Agreement, Edison
               will provide Customer a declining discount for purchases of Incremental
               Load at Customer’s Otherwise Applicable Tariff over the seven year term of
               this Agreement as follows:

                                     Year 1         25%
                                     Year 2         20%
                                     Year 3         15%
                                     Year 4         10%
                                     Year 5         5%
                                     Year 6         0%
                                     Year 7         0%

      2.4.     All purchases of electricity equal to Base Period Usage shall be billed at
               Customer’s Otherwise Applicable Tariff. The discount does not apply to
               Surcharges.

      2.5.     Customer’s Qualifying Incremental Load is used to determine Customer’s
               minimum required expansion of load under Schedule EEDR.

      2.6.     Customer’s Qualifying Incremental Load is ____________________ kW.

      2.7.     Customer must maintain its Qualifying Incremental Load during each of the
               seven years of service under this Agreement. If during any year of service
               under this Agreement, Customer’s Incremental Load, measured as the
               difference between recorded Facilities Related Demand less Base Period
               Usage Facilities Related Demand, falls below customer’s Qualifying
               Incremental Load established in Section 2.6 above for three months,
               Customer’s discounts under Section 2.3 above shall be suspended for the
               balance of the year. Further, Customer must pay an amount equal to the
               Incremental Load at the rates and charges of the Otherwise Applicable Tariff
               less any amounts already paid under this Agreement during the prior months
               of the year. Customer’s discounts applicable to Incremental Load, shall
               resume at the beginning of the following year, subject to the terms of this
               provision. For purposes of this section, a year of service commences with the
               start of each level of discount set forth above in Section 2.3.

      2.8.     If, during any year of service under this Agreement, Customer’s Incremental
               Load is greater than 4,000 kilowatts for three months, Customer must pay for
               each month in the year (including the prior months of the year) an amount
               equal to the portion of Incremental Load in excess of 4,000 kilowatts at the
               rates and charges of Customer’s Otherwise Applicable Tariff, less any
               amounts already paid under this Agreement for such excess.




Form 14-635                                   4
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               To compute the portion of Incremental Load in excess of 4,000 kilowatts:

               1)     Compute an excess incremental demand for each time-of-use period,
                      including an incremental facilities related demand, by subtracting
                      4,000 kilowatts and the Base Period Usage Demands by time-of-use
                      from each of Customer’s metered billing demands recorded by time-
                      of-use, including the facilities related demand.

               2)     Compute excess incremental kilowatthours for each time period using
                      average demands computed for each time-of-use period. The average
                      demands and excess incremental kilowatthours are computed as
                      follows:

                      a)      Compute average demand for each time period by dividing
                              total metered kilowatthours in each time period by the hours in
                              the time period.

                      b)      Compute incremental average demand for each time period by
                              subtracting 4,000 kilowatts and the Base Period Usage
                              Demand from each of the average demands thus computed.
                              Any values less than zero should be treated as zero.

                      c)      Multiply each of incremental average demands by the hours in
                              the time period. This produces excess incremental
                              kilowatthours.

               The resulting excess incremental demands and excess incremental
               kilowatthours are used to determine Customer’s charges at the Otherwise
               Applicable Tariff and the discounts already given for Incremental Load in
               excess of 4,000 kilowatts.

               Customer’s discounts applicable to Incremental Load shall resume at the
               beginning of the following year, subject to the terms of this provision. For
               purposes of this section, a year of service commences with the start of each
               level of discount set forth above in Section 2.3.

3.    EXCESS LOAD
      3.1.     Customer’s Forecast Maximum Incremental Demand shall be used to
               determine Excess Load.

      3.2.     Customer’s Forecast Maximum Incremental Demand is ________________
               kW (not to exceed 4000 kW).




Form 14-635                                 5
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      3.3.     Edison shall have the option to recalculate Customer’s bill for any billing
               period that Customer has Excess Load. The Otherwise Applicable Tariff
               shall apply to Customer’s usage of electricity associated with Excess Load in
               any such recalculation.

      3.4.     Appendix A is a description of Customer’s planned expansion in Edison’s
               service territory.

4.    BASE PERIOD USAGE
      4.1.     Base Period Usage must be established for each Customer to determine its
               Incremental Load and Minimum Load.

      4.2.     Base Period Usage is an average of Customer’s historical monthly energy
               usage (kWh) and demand (kW) by season and time-of-use where applicable
               and is computed by Edison from Customer’s twelve (12) most representative
               continuous months of usage, out of the past twenty-four (24) months. Base
               Period Usage for energy consumption (kWh) shall be computed on an
               average hourly basis, and for billing, shall be expanded by the applicable
               number of hours in the billing period. Ordinarily, Customer’s Base Period
               Usage is based on the energy and demand recorded by Edison on a calendar-
               month basis. In the absence of calendar month data, twelve (12) billing
               periods of Customer’s billing history will be used, which may not add up to
               365 days.

      4.3.     If Customer is subject to billing on a time-of-use basis but does not have the
               requisite historical data to determine its actual base period usage, Edison
               shall estimate Customer’s load characteristics, including estimated demand
               and energy usage on a time-of-use basis, using available data. That
               calculation shall be used as Customer’s Base Period Usage until recorded
               load data becomes available to more definitively establish Customer’s load
               characteristics. When Edison can more accurately estimate Customer’s
               actual load characteristics, Customer’s Base Period Usage shall be
               established based upon the new recorded data.

      4.4.     If the estimated Base Period Usage differs significantly from that re-
               calculated using recorded data, Edison may redetermine Customer’s bill
               using the Base Period Usage as reestablished pursuant to Section 4.3.

      4.5.     Base Period Usage must be established by two time-of-use classifications:
               The first shall be in accordance with the time-of-use periods applicable to
               Customer’s Otherwise Applicable Tariff; the second in accordance with the
               time-of-use periods as defined in Schedule TOU-8 applicable to Qualifying
               Facilities.

      4.6.     Base Period Usage for all purposes except for billing under the Minimum
               Charge is established as follows:

Form 14-635                                  6
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                                                      Average Monthly         Average Hourly
                                                      Base Period Usage         Base Period
                                                            (kW)               Usage, (kWh)
                    Facilities Related Demand                                      N/A

                    Summer
                    On-Peak
                    Mid-Peak
                    Off-Peak                              _______                  _______
                     OVERALL

                    Winter
                    Mid-Peak
                    Off-Peak                             _______                   _______
                     OVERALL


      Base Period Usage Facilities Related Demand is computed as follows:

               1.        Determine a Facilities Related Demand for each month in the period
                         used to establish Base Period Usage that is the greater of:

                         a.     The maximum billing demand for the month, or

                         b.     50% of the highest of all the billing demands in the period
                                used to establish Base Period Usage.

               2.        Compute the average of the monthly Facilities Related Demands thus
                         determined. This is Base Period Usage Facilities Related Demand.

      An “XXX” entered above indicates that the entry is not applicable to Customer’s
      Base Period Usage.




Form 14-635                                     7
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      4.7.     Base Period Usage for billing under the Minimum Charge is established as
               follows:

                                                   Average Monthly          Average Hourly
                                                   Base Period Usage         Base Period
                                                         (kW)                Usage, (kWh)
                Facilities Related Demand                                        N/A
                Summer
                On-Peak
                Mid-Peak
                Off-Peak                                _______                _______
                 OVERALL
                Winter
                Mid-Peak
                Off-Peak
                Super Off-Peak                         _______                 _______
                 OVERALL

      Base Period Usage Facilities Related Demand is computed as follows:

               1.     Determine a Facilities Related Demand for each month in the period
                      used to establish Base Period Usage that is the greater of:

                      a.     The maximum billing demand for the month, or

                      b.     50% of the highest of all the billing demands in the period
                             used to establish Base Period Usage.

               2.     Compute the average of the monthly Facilities Related Demands thus
                      determined. This is Base Period Usage Facilities Related Demand.

      An “XXX” entered above indicates that the entry is not applicable to Customer’s
      Base Period Usage.

5.    MINIMUM CHARGE
      5.1.     Minimum Charge: A Minimum Charge applies each month to Customer’s
               discounted demand and energy charges (excluding Surcharges) billed under
               this Agreement. If in any month the Minimum Charge is greater than the
               discounted demand and energy charges (excluding Surcharges) payable under
               this Agreement, Customer shall be billed the Minimum Charge in lieu of the
               discounted demand and energy charges, plus the applicable Surcharges.




Form 14-635                                 8
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      5.2.     Computation of the Minimum Charge: The Minimum Charge is computed
               each month by: 1) multiplying each of the demands (time-related and
               facilities related) subject to discount by one or more corresponding
               time-related Floor Prices per kW, and 2) multiplying each time-of-use
               energy usage subject to discount by one or more corresponding time-related
               Floor Prices per kWh. The sum of the resulting charges is the Minimum
               Charge for the month. The Floor Prices are computed in accordance with
               Section 5.3.

      5.3.     Floor Prices: The Floor Prices applicable to firm (non-interruptible) service
               for each time-of-use period shall be equal to the average of Edison’s
               (1) hourly cost per kWh of procuring energy from the Power Exchange
               within each time period as determined in accordance with Schedule PX, and
               (2) marginal cost for transmission and distribution facilities per kW
               (time-related and facilities related), each adjusted for line losses and
               multiplied by 1.2.

               For interruptible service, only the Floor Prices for energy and facilities
               related marginal transmission and distribution costs apply.

               The marginal transmission and distribution costs and applicable retail line
               loss factors are established in Edison’s most recent rate proceedings.

6.    MINIMUM LOAD
      6.1.     Customer must maintain a Minimum Load for each year from the date
               service is first rendered under Schedule EEDR for the seven-year term of this
               Agreement.

      6.2.     The Minimum Load is 80% of the Base Period Usage (as adjusted in Section
               6.3, if applicable).

      6.3.     After Customer has taken service for thirty-six (36) monthly billing periods
               under this Agreement, Edison shall recalculate Customer’s Base Period
               Usage from Customer’s Load over such billing period. If the Base Period
               Usage, as recalculated, is at least 25% greater than the original Base Period
               Usage, Edison shall use the recalculated Base Period Usage for the purpose
               of determining Customer’s Minimum Load for the remaining term of this
               Agreement. Any recalculation shall be computed by Edison from Customer’s
               twelve (12) most representative continuous months of usage out of the prior
               thirty-six months.

      6.4.     If such Customer does not maintain the Minimum Load maximum demand
               and total energy for three months in each consecutive 12-month period,
               Customer must pay an amount equal to the difference between the Total Load
               and the Minimum Load at the applicable charges of the customer’s Otherwise
               Applicable Tariff (OAT), regardless of whether it was used.

Form 14-635                                  9
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7.    COMMENCEMENT OF SERVICE
      7.1.     Edison will begin providing service at the EEDR Rate with the next regular
               billing period following the date Customer notifies Edison that service should
               begin under Schedule EEDR, which date shall not be more than twenty-four
               months from the effective date of this Agreement.

      7.2.     Customer estimates that service will commence under this Agreement with
               the next regular billing period beginning after _____________ and shall
               provide Edison at least 5 business days’ notice of any change in such date.

8.    ADDED FACILITIES
      An Added Facilities Contract, Edison’s filed Form Nos. 16-308 or 16-309, shall be
      required if additional equipment or facilities are required for Added Facilities or
      Incremental Added Facilities.

9.    ACKNOWLEDGMENT
      9.1.     Except as otherwise amended herein, Customer acknowledges that it is fully
               subject to all terms and conditions contained in Customer’s Otherwise
               Applicable Tariff, or its successor rate schedule, all of Edison’s rules, and all
               terms and conditions of service contained in Edison’s Commission-approved
               tariffs. While any provision pertaining to either a peak period rate limiter or
               an average rate limiter does not apply, the Bill Limiter provision of
               Schedule I-6 remains applicable to those customers who are eligible for the
               Bill Limiter.

      9.2.     Customer also acknowledges that Edison may request documentation to
               support Customer’s affidavit contained in this Agreement and may verify any
               supporting documentation and statements Customer has made in support of
               its Affidavit.

10.   TERM
      10.1.    This Agreement shall be effective for seven years following the
               commencement of service under Schedule EEDR pursuant to Section 7 of
               this Agreement.

      10.2.    At the end of the seventh year, Customer will no longer take service under
               Schedule EEDR and will be billed only under the Otherwise Applicable
               Tariff effective with the start of the next regular billing period following the
               end of the seventh year of service under this Agreement.

      10.3.    This Agreement is not renewable at the expiration of its term.



Form 14-635                                  10
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11.   TERMINATION
      This Agreement may be terminated (subject to payment of Liquidated Damages) by
      either party upon written notice as follows:

      11.1.    Termination at Customer’s Request: Customer may request termination of
               this Agreement at any time by providing at least 60 days written notice to
               Edison.

      11.2.    Termination For Nonpayment: Edison may terminate this Agreement if
               Customer fails to pay any amount due hereunder, under Schedule EEDR or
               under any Contribution to Margin Agreement within 30 days after receipt of
               notice of nonpayment from Edison.

      11.3.    Termination For Noncompliance: Edison may terminate this Agreement
               upon five business days’ notice if Customer fails to comply with any term or
               condition of Schedule EEDR or this Agreement, if any representation made
               by Customer in this Agreement is untrue in any material respect or if
               Customer ceases the operations to which this Agreement applies or moves
               them out of Edison’s service territory.

      11.4.    Termination For Ineligibility: Edison may terminate this Agreement upon
               five business days’ notice if it determines that Customer was not eligible for
               Schedule EEDR when the Agreement was signed, that Customer has become
               ineligible for EEDR or that any statement in Customer’s Affidavit contained
               herein was untrue.

      11.5.    Termination For Failure To Maintain Minimum Load: Edison may terminate
               this Agreement if Customer fails to maintain its Minimum Load during any
               consecutive twelve month period or shuts down its operations. If Customer
               fails to maintain its Minimum Load, Edison must provide Customer at least
               90 days notice of termination for failure to meet its Minimum Load and
               Customer shall have the opportunity to increase its load to meet its Minimum
               Load and demonstrate to Edison’s satisfaction that it will continue to use its
               Minimum Load for the remaining term of this Agreement.

      11.6.    Termination For Failure To Commence Service: Edison may terminate this
               Agreement if Customer does not begin service within 24 months after the
               date this Agreement was executed.

      11.7.    Termination Upon Termination Of Contribution To Margin Agreement:
               Edison may terminate this Agreement if any Contribution to Margin
               Agreement is terminated.




Form 14-635                                 11
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12.   LIQUIDATED DAMAGES
      12.1.    Upon termination of this Agreement prior to the end of its term, Customer
               shall be required to pay Edison a Liquidated Damages payment. The
               Liquidated Damages payment is required to ensure that neither Edison nor its
               ratepayers are financially or otherwise damaged if this Agreement is
               prematurely terminated before the end of its term.

      12.2.    It would be extremely difficult for the Parties to identify the amounts of
               increased or additional costs attributable to termination of this Agreement.
               Parties agree the Liquidated Damages specified herein are a reasonable
               approximation of damages which Edison and its ratepayers may incur as a
               result of such termination, and that the damage amount does not represent a
               penalty.

      12.3.    Liquidated Damages under this Agreement shall be an amount equal to the
               Present Value of the difference between (i) the amount the Customer would
               have paid for its energy and demand if billed at the Otherwise Applicable
               Tariff from the date service was first rendered under Schedule EEDR to the
               date of termination, and (ii) the amount billed to Customer under this
               Agreement and Schedule EEDR during the same period plus the Present
               Value of the amount of any CTM Credits (as defined in the Contribution to
               Margin Agreement) extended under a related Contribution to Margin
               Agreement plus interest (at the Interest Rate) on the foregoing amounts to the
               date of payment.

      12.4.    After termination of this Agreement, Customer shall be billed at the
               Otherwise Applicable Tariff.

      12.5.    The limitations of Rule 17 of Edison’s Commission-approved Tariffs shall
               not apply to amounts payable under this Agreement.

      12.6.    Edison may in its discretion require Customer to establish a letter of credit or
               other security as a condition to providing service under Schedule EEDR to
               secure repayment of any Liquidated Damages.

13.   COMPETITION TRANSITION CHARGES
      In addition to all other charges, Customer shall pay Competition Transition Charge
      (CTC) according to Customer’s Otherwise Applicable Tariff and Preliminary
      Statement, Part W. The expiration or termination of this Agreement does not affect
      any obligation to pay CTC.




Form 14-635                                 12
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14.   UNCONTROLLABLE FORCE
      14.1.    Neither Party shall be considered to be in default in the performance of any
               obligation under this Agreement, except for obligations to pay money when
               and to the extent that failure of performance shall be caused by an
               Uncontrollable Force.

      14.2.    If either Party, because of an Uncontrollable Force, is rendered wholly or
               partly unable to perform its obligations under this Agreement, the Party shall
               be excused from whatever performance is affected by the Uncontrollable
               Force to the extent the following conditions are met.


               14.2.1. The suspension of performance is of no greater scope and of no
                       longer duration than is required by the Uncontrollable Force.

               14.2.2. The nonperforming Party uses its best efforts to cure its inability to
                       perform. This subsection shall not require the settlement of any
                       strike, walkout, lockout or other labor dispute on terms which, in the
                       sole judgment of the Party involved in the dispute, are contrary to its
                       interest. It is understood and agreed that the settlement of strikes,
                       walkouts, lockouts or other labor disputes shall be at the sole
                       discretion of the Party having the difficulty.

               14.2.3. When the nonperforming Party is able to resume performance of its
                       obligations under this Agreement, that Party shall give the other Party
                       written notice to that effect immediately.

      14.3.    Nonperformance due to Uncontrollable Force shall be excused, provided
               Party can demonstrate that the Uncontrollable Force was owing to causes
               outside its reasonable control and the occurrence of the Uncontrollable Force
               could not have been prevented by the exercise of due diligence.

               14.3.1. Accordingly, nonperformance shall be excused from the date of the
                       occurrence of the Uncontrollable Force, provided the nonperforming
                       Party has given the other Party written notice describing the
                       particulars of the occurrence within two weeks of the event.

               14.3.2. Accordingly, nonperformance shall be excused from the date on
                       which the nonperforming Party gives the other Party written notice
                       describing the particulars of the occurrence of the Uncontrollable
                       Force, if such written notice is given more than two weeks after the
                       Uncontrollable Force occurred.




Form 14-635                                 13
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      14.4.    If Customer experiences an Uncontrollable Force that prevents Customer
               from complying with Schedule EEDR and this Agreement, Customer may
               request that Edison suspend the terms of Schedule EEDR and this Agreement
               for the duration of the Uncontrollable Force. Customer will be billed at the
               Otherwise Applicable Tariff for the duration of the suspension of this
               Agreement. Resumption of the terms of Schedule EEDR and this Agreement
               shall commence with the next regularly scheduled billing period. In addition,
               the term of this Agreement will be extended beyond the term originally
               established in this Agreement by the length of time this Agreement was
               suspended.

      14.5.    The occurrence of an Uncontrollable Force shall not (i) prevent Edison from
               terminating this Agreement in accordance with Sections 11.5 and 11.6 or
               (ii) extend the period any level of discount is available as provided in
               Section 2.3.

      14.6.    If the Uncontrollable Force which causes the nonperformance is caused by
               the actions or inactions of legislative, judicial or regulatory agencies, or other
               proper authority, this Agreement may be amended to comply with the legal
               or regulatory change which caused nonperformance. Any such amendment
               must be first authorized by the Commission prior to implementation.
15.   DAMAGE LIMITATION
      Edison shall not be liable for any consequential, incidental, indirect, or special
      damages, whether in contract, tort, or strict liability including, but not limited to, lost
      profits and loss of power resulting from power outages or other electric service
      interruptions or from Edison’s performance or nonperformance of its obligations
      under this Agreement or in the event of termination of this Agreement.

16.   INDEMNITY
      Customer shall, at its own cost and expense, defend, indemnify, and hold harmless
      Edison, its officers, agents, employees, assigns, and successors in interest, from and
      against any and all liability, damages, losses, claims, demands, actions, cause of
      action, costs, including attorney’s fees and expenses, or any of them, resulting from
      the death or injury to any person or damage to any property caused by Customer, its
      employees, officers and agents, or any of them, and arising out of the performance or
      non-performance of its obligations under this Agreement. Termination of this
      Agreement shall not exempt Customer from the terms and conditions of this Section.




Form 14-635                                  14
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17.   ASSIGNMENT OF AGREEMENT
      Customer shall not assign this Agreement or any part or interest thereof, to a third
      party without the prior, written consent of an authorized representative of Edison.
      Any assignment made without such consent shall be void and of no effect. Further,
      any assignment made under this Agreement shall be subject to any applicable
      Commission authorization or regulation except as waived by the Commission.

18.   AMENDMENT
      Any changes or amendments to this Agreement must be in writing and must be
      executed by the Customer and Edison and, if required, be approved by the
      Commission.

19.   NOTICE
      Any notice either Customer or Edison may wish to provide the other regarding this
      Agreement must be in writing. Such notice must be either hand-delivered or sent by
      U.S. registered mail, postage prepaid, to the person designated to receive notice for
      the other party below, or to such other address as either may designate by written
      notice. Notices delivered by hand shall be deemed effective when delivered.
      Notices delivered by mail shall be deemed effective when received, as acknowledged
      by the receipt of the certified or registered mailing.



               Customer:
                            (name)

                            (title)

                            (party)

                            (address)

                            (city, state, & zip code)


               Edison:      Manager, Pricing Design and Tariffs
                            Southern California Edison Company
                            2244 Walnut Grove Avenue
                            Rosemead, California 91770




Form 14-635                               15
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20.   NONWAIVER
      The failure of either Party to enforce any of the terms and conditions or to exercise
      any right or privilege in this Agreement shall not be construed as a waiver of any
      such terms and conditions or rights or privileges, and the same shall continue and
      remain in force and effect as if no such failure to enforce or exercise had occurred.

21.   SEVERABILITY
      In the event that any of the provisions, or portions thereof, of this Agreement are
      held to be unenforceable or invalid by the Commission, or any court of competent
      jurisdiction, the validity and enforceability of the remaining provisions or any
      portion thereof shall not be affected. However, should either party determine, in
      good faith, that such unenforceability renders the remaining provision of this
      Agreement economically infeasible or disadvantageous, said party may terminate
      this Agreement upon 15 days notice, provided that the provisions of Section 12
      (Liquidated Damages) shall apply to any such termination.

22.   APPLICABLE LAWS, RULES, AND REGULATIONS
      This Agreement shall be subject to, and interpreted under, the laws, rules, and
      regulations of the State of California and the Commission, and under Edison’s
      Commission-approved Tariff Schedules and Rules. To the extent there are any
      inconsistencies between this Agreement and Edison’s other tariffs, this Agreement
      shall control.

23.   CALIFORNIA PUBLIC UTILITIES COMMISSION
      23.1.    This Agreement shall at all times be subject to such changes or modifications
               by the Commission as said Commission may, from time to time, direct in the
               exercise of its jurisdiction.

      23.2.    Notwithstanding any other provisions of this Agreement, Edison has the right
               to unilaterally file with the Commission, pursuant to the Commission’s rules
               and regulations, an application for a change in rates, charges, classification,
               service, or rule, or any agreement relating thereto.

24.   ENTIRE AGREEMENT
      This Agreement, including Edison’s tariffs as filed with the Public Utilities
      Commission, constitutes the sole, only, and entire agreement and understanding
      between the Parties as to the subject matter of this Agreement with respect to
      Schedule EEDR. Prior agreements, commitments or representations, whether
      expressed or implied, and discussions between Parties, shall not be construed to be a
      part of this Agreement.



Form 14-635                                 16
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25.   CUSTOMER AFFIDAVIT
      By signing this Agreement, Customer certifies and declares under penalty of perjury
      under the laws of the State of California that each of the statements in the paragraphs
      below in this subsection are true and correct:

      25.1.    Customer considers the terms and conditions of this Agreement and Schedule
               EEDR to be a material factor in Customer’s decision to expand its current
               operations in California.

      25.2.    Customer has discussed any cost-effective measures that Customer may take
               to reduce its electric bills and the load they place on the electric system.

      25.3.    Customer has satisfied one of the following two conditions:


               25.3.1. Customer has entered into an agreement with a state, regional or local
                       government authority or a private or nonprofit economic development
                       agency to receive financial or in-kind assistance as an inducement to
                       locate its expanded load at a site within Edison’s service territory and
                       has furnished proof of same to Edison.

               25.3.2. In the absence of such an agreement, Customer has demonstrated with
                       documentation acceptable to Edison that it has received a
                       commitment of assistance, resources or incentives from other public
                       or private entities to induce Customer to locate its expanded load
                       within Edison’s service territory.
      25.4.    Customer hereby confirms that its SIC Code(s) is/are as stated in Section 2.1
               and that it is eligible for Schedule EEDR and for its Forecast Maximum
               Incremental Demand.

      25.5.    Customer certifies that all Incremental Load is eligible for Schedule EEDR
               and will be load that is new to California and does not represent load already
               in or which is being relocated within California.




Form 14-635                                 17
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26.     AUTHORIZATION SIGNATURES
        IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
        their duly authorized agents to be effective on the date of Edison’s signature below.

      By: SOUTHERN CALIFORNIA                        By: CUSTOMER
          EDISON COMPANY



      (Signature)                                    (Signature)

      (Name)                                         (Name)

      (Title)                                        (Title)
      Southern California Edison Company
                                                     (Customer)

      (Date)                                         (Date)


                                                   [Customer’s Signature must be notarized]




Form 14-635                                 18
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              APPENDIX A



[Add information required by Section 3.4]
Southern California Edison                                       Revised Cal. PUC Sheet No.   24146-E
Rosemead, California                                  Cancelling Revised Cal. PUC Sheet No.   20684-E



                              EXPANSION ECONOMIC DEVELOPMENT
                                     RATE AGREEMENT


                                        Form 14-635




(To be inserted by utility)                  Issued by             (To be inserted by Cal. PUC)
Advice 1245-E-C                             John Fielder           Date Filed        Jun 10, 1998
Decision 97-08-056                                                 Effective         Jan 01, 1998
14-635frm.doc                              Vice President          Resolution          E-3510
         RETENTION ECONOMIC DEVELOPMENT RATE AGREEMENT



This Agreement is entered into between Account No. __________________________,
___________________________________________ (“Customer”) located at
______________________________________________, and Southern California Edison
Company (“Edison”), located at 2244 Walnut Grove Avenue, Rosemead, California 91770.
This agreement shall become effective as of the date set forth beneath Edison’s signature on
the signature page of this Agreement.

This Retention Economic Development Rate Agreement (“Agreement”) provides Customer
with a declining discount for electric energy purchased over the first five years of the
seven-year term of the Agreement. The discount is intended to encourage Customer to
remain within Edison’s service territory thereby retaining jobs, maintaining the industrial
base, improving the overall economy in Edison’s service territory, and maintaining the
Customer’s contribution to Edison’s fixed costs.

If Customer is eligible under Schedule REDR, it may also enter into a Contribution to
Margin Agreement in conjunction with this Agreement.

This is a filed form tariff agreement authorized by the California Public Utilities
Commission (“Commission”) for use by Edison. No officer, inspector, solicitor, agent, or
employee of Edison has any authority to waive, alter, or amend any part of this Agreement
except as provided herein or as authorized by the Commission. This Agreement is to be
used in conjunction with Schedule REDR of Edison’s Commission-approved tariffs, and
supplements the terms and conditions of the Customer’s electric service under the
Customer’s Otherwise Applicable Tariff, which is Schedule
______________________________________________, and all related agreements.

Customer has the option of negotiating a discount contract with different terms and
conditions from those contained in this Agreement. A negotiated contract may contain a
more lenient early termination provision in exchange for commensurate changes in the
discount or credit provided by this Agreement. However, a negotiated contract cannot be
made effective until it has been authorized by an expedited regulatory review process by the
Public Utilities Commission. Customer is aware of this option and chooses to enter into this
Agreement.

The Parties agree as follows:

1.     DEFINITIONS
       As used in this Agreement, the following terms shall have the following meanings:

       1.1     Added Facilities: Equipment or facilities that are in addition to, or in
               substitution for standard facilities that Edison would normally install in order
               to provide electric service to Customer.

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      1.2      Agreement: This document and appendices, as amended from time to time.

      1.3      Base Period Usage: As defined in Section 4 of this Agreement.

      1.4      Contribution to Margin Agreement: An Agreement entered into by Customer
               to receive a credit against Added Facilities charges for Incremental Added
               Facilities based upon service provided under this Agreement.

      1.5      Customer: Customers as defined in Edison’s Rule 1.

      1.6      Excess Load: Recorded (metered) demand in excess of Forecast Maximum
               Demand.

      1.7      Floor Prices: Floor Prices are the minimum prices (per kW and per kWh) to
               be charged Customer for discounted demand and energy served under this
               Agreement. Floor prices shall be time-differentiated when Customer’s
               Otherwise Applicable Tariff is a time-of-use tariff. (The time-of-use periods
               are those defined in Schedule TOU-8 for Edison’s power purchase payments
               to Qualifying Facilities.) Floor Prices are not time-differentiated when
               Customer’s Otherwise Applicable Tariff is not a time-of-use tariff.

               Therefore, all references to Floor Prices by time-of-use shall include those
               non-time differentiated Floor Prices computed for, and applicable to, non-
               time differentiated tariffs.

      1.8      Forecast Maximum Demand: Customer’s forecast of its total load maximum
               demand, including the first five years of this Agreement.

      1.9      Incremental Added Facilities: Added Facilities that are required by Edison or
               requested by the Customer to be installed in order to accommodate
               Customer’s load, including any expansion under this rate schedule.

      1.10     Interest Rate: The internal discount rate established by Edison from time to
               time.

      1.11     Liquidated Damages: Damages owed by Customer to Edison as provided in
               Section 12 of this Agreement.

      1.12     Minimum Load: The minimum load Customer has agreed to purchase
               annually as established for Customer in Section 6.

      1.13     Otherwise Applicable Tariff: The rate schedule under which Customer is
               taking electric service from Edison at the time of signing this Agreement, and
               any applicable successor schedule.

      1.14     Party, Parties: The parties to this Agreement are Edison and Customer, as
               defined above.


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      1.15     Present Value: The Present Value calculated using the Interest Rate.

      1.16     Retention Economic Development Rate (REDR): The rates and charges set
               forth in Schedule REDR, subject to the terms and conditions of this
               Agreement.

      1.17     Standard Industrial Classification (“SIC”) Code: The published codes in the
               1987 Standard Industrial Classification Manual issued by the Executive
               Office of the President, Office of Management and Budget.

      1.18     Surcharges: The California Alternate Rates for Energy Surcharge and the
               Public Utilities Commission Reimbursement Fee and any other mandated
               charges.

      1.19     Total Load: Customer’s recorded (metered) load (energy and demand).

      1.20     Uncontrollable Force(s): An Uncontrollable Force is an event or occurrence
               due to influences outside the reasonable control of either or both Parties that
               could not have been prevented by the exercise of due diligence.

2.    RETENTION ECONOMIC DEVELOPMENT RATE
      2.1      In order to qualify for Schedule REDR, Customer represents that the 3-digit
               or 4-digit SIC Code(s) for Customer’s operation is (are):
               ____________________ (list the primary SIC Code first and the next SIC
               Codes--up to four SIC Codes--in descending order; one of the listed SIC
               Codes must be a Manufacturing SIC Code of 200 through 3999 or the Motion
               Picture Production SIC Code of 781).

      2.2      Customer further represents that it meets the applicability requirements of
               Schedule REDR.

      2.3      Accordingly, subject to the terms and conditions of this Agreement, Edison
               will provide Customer a declining discount for purchases of electricity
               (demand and energy) at its Otherwise Applicable Tariff over the seven-year
               term of this Agreement as follows:

                      Year 1          25%
                      Year 2          20%
                      Year 3          15%
                      Year 4          10%
                      Year 5          5%
                      Year 6          0%
                      Year 7          0%

      2.4      The discount does not apply to Surcharges.


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      2.5      Customer must maintain Total Load maximum demand at 200 kilowatts or
               above during each of the seven years of service under this Agreement. If
               during any year of service Customer’s Total Load maximum demand falls
               below 200 kilowatts for three months, Customer’s discounts under
               Section 2.3 above shall be suspended for the balance of the year. Further,
               Customer must pay an amount equal to the Total Load at the rates and
               charges of the Otherwise Applicable Tariff less any amounts already paid
               under this Agreement during the prior months of the year.

               Customer’s discounts applicable to Total Load, shall resume at the beginning
               of the following year, subject to the terms of this provision. For purposes of
               this section, a year of service commences with the start of each level of
               discount set forth above in Section 2.3.

      2.6      If, during any year of service under this Agreement, Customer’s Total Load
               maximum demand is greater than 4,000 kilowatts for three months, Customer
               must pay for each month in the year (including the prior months of the year)
               an amount equal to the portion of Total Load in excess of 4,000 kilowatts at
               the rates and charges of Customer’s Otherwise Applicable Tariff, less any
               amounts already paid under this Agreement for such excess.

               To compute the portion of Total Load in excess of 4,000 kilowatts:

               1)     Compute an excess demand for each time-of-use period, including a
                      facilities related demand, by subtracting 4,000 kilowatts from each of
                      Customer’s metered billing demands recorded by time-of-use,
                      including the facilities related demand.

               2)     Compute excess kilowatthours for each time period using average
                      demands computed for each time-of-use period. The average
                      demands and excess kilowatthours are computed as follows:

                      a)      Compute average demand for each time period by dividing
                              total metered kilowatthours in each time period by the hours in
                              the time period.

                      b)      Compute incremental average demand for each time period by
                              subtracting 4,000 kilowatts from each of the average demands
                              thus computed. Any values less than zero should be treated as
                              zero.

                      c)      Multiply each of incremental average demands by the hours in
                              the time period. This produces excess kilowatthours.




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                      The resulting excess demands and excess kilowatthours are used to
                      determine Customer’s charges at the Otherwise Applicable Tariff and
                      the discounts already given for Total Load in excess of
                      4,000 kilowatts.

                      Customer’s discounts applicable to Total Load shall resume at the
                      beginning of the following year, subject to the terms of this provision.
                      For purposes of this section, a year of service commences with the
                      start of each level of discount set forth above in Section 2.3.

      2.7      If Customer plans to move or consolidate operations already located in
               Edison’s service territory in connection with Customer’s decision to remain
               in Edison’s service territory, Schedule REDR shall apply to the Customer’s
               operations as moved or consolidated, so long as all of the operations subject
               to Schedule REDR and this Agreement meet the applicability requirements of
               Schedule REDR and have a SIC code described in Section 2.1.

      2.8      If Section 2.7 is applicable, Customer must describe the locations that will be
               moved or consolidated on Appendix A indicating the kilowatt demand of
               each as included in Forecast Maximum Demand. Customer must also
               describe any plans for expansion over the term of this Agreement in
               Appendix A.

3.    EXCESS LOAD
      3.1      Customer’s Forecast Maximum Demand shall be used to determine Excess
               Load.

      3.2      Customer’s Forecast Maximum Demand is __________________ kilowatts
               (not to exceed the greater of: 1) Base Period Usage plus 50 kW or 2) Base
               Period Usage plus 10% of Base Period Usage. In no event shall Forecast
               Maximum Demand exceed 4000 kilowatts).

      3.3      The Otherwise Applicable Tariff shall apply to Customer’s usage of
               electricity associated with Excess Load.

      3.4      If Customer has load greater than Base Period Usage but less than Forecast
               Maximum Demand for three or more months in any consecutive 12-month
               period, the Otherwise Applicable Tariff shall apply to such usage in excess of
               Base Period Usage for all months in that year. Customer must pay an amount
               equal to any load greater than Base Period Usage and less than Forecast
               Maximum Demand at the rates and charges of the Otherwise Applicable
               Tariff, less any amounts already paid under this Agreement during the prior
               months of the year.




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4.    BASE PERIOD USAGE
      4.1      Base Period Usage must be established for each Customer to determine its
               Minimum Load.

      4.2      Base Period Usage is an average of Customer’s historical monthly energy
               usage (kWh) and demand (kW) by season and time-of-use where applicable
               and is computed by Edison from Customer’s twelve (12) most representative
               continuous months of usage, out of the past twenty-four (24) months. Base
               Period Usage for energy consumption (kWh) shall be computed on an
               average hourly basis, and for billing, shall be expanded by the applicable
               number of hours in the billing period. Ordinarily, Customer’s Base Period
               Usage is based on the energy and demand recorded by Edison on a calendar-
               month basis. In the absence of calendar month data, twelve (12) billing
               periods of Customer’s billing history will be used, which may not add up to
               365 days.

      4.3      If Customer is subject to billing on a time-of-use basis but does not have the
               requisite historical data to determine its actual base period usage, Edison
               shall estimate Customer’s load characteristics, including estimated demand
               and energy usage on a time-of-use basis, using available data. That
               calculation shall be used as Customer’s Base Period Usage until recorded
               load data becomes available to more definitively establish Customer’s load
               characteristics. When Edison can more accurately estimate Customer’s
               actual load characteristics, Customer’s Base Period Usage shall be
               established based upon the new recorded data.

      4.4      Base Period Usage is established as follows:

                                                                               Average
                                                    Average Monthly             Hourly
                                                    Base Period Usage         Base Period
                                                          (kW)                Usage, (kWh)
                 Facilities Related Demand                                       N/A

                 Summer
                 On-Peak
                 Mid-Peak
                 Off-Peak                                _______                 _______
                  OVERALL

                 Winter
                 Mid-Peak
                 Off-Peak                                _______                 _______
                  OVERALL



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               Base Period Usage Facilities Related Demand is computed as follows:

               1.     Determine a Facilities Related Demand for each month in the period
                      used to establish Base Period Usage that is the greater of:

                      a.      The maximum billing demand for the month, or

                      b.      50% of the highest of all the billing demands in the period
                              used to establish Base Period Usage.

               2.     Compute the average of the monthly Facilities Related Demands thus
                      determined. This is Base Period Usage Facilities Related Demand.

               An “XXX” entered above indicates that the entry is not applicable to
               Customer’s Base Period Usage.

5.    MINIMUM CHARGE
      5.1      Minimum Charge: A Minimum Charge applies each month to Customer’s
               discounted demand and energy charges (excluding Surcharges) billed under
               this Agreement. If in any month the Minimum Charge is greater than the
               discounted demand and energy charges (excluding Surcharges) payable under
               this Agreement, Customer shall be billed the Minimum Charge in lieu of the
               discounted demand and energy charges, plus the applicable Surcharges.

      5.2      Computation of the Minimum Charge: The Minimum Charge is computed
               each month by: 1) multiplying each of the demands (time-related and
               facilities related) subject to discount by one or more corresponding
               time-related Floor Prices per kW, and 2) multiplying each time-of-use energy
               usage subject to discount by one or more corresponding time-related Floor
               Prices per kWh. The sum of the resulting charges is the Minimum Charge for
               the month. The Floor Prices are computed in accordance with Section 5.3.

      5.3      Floor Prices: The Floor Prices applicable to firm (non-interruptible) service
               for each time-of-use period shall be equal to the average of Edison’s
               (1) hourly cost per kWh of procuring energy from the Power Exchange
               within each time period as determined in accordance with Schedule PX, and
               (2) marginal cost for transmission and distribution facilities per kW
               (time-related and non-time related), each adjusted for line losses and
               multiplied by 1.2.

               For interruptible service, only the Floor Prices for energy and facilities
               related marginal transmission and distribution costs apply.

               The marginal transmission and distribution costs and applicable retail line
               loss factors are established in Edison’s most recent rate proceedings.


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6.    MINIMUM LOAD
      6.1      Customer must maintain a Minimum Load for each year from the date
               service is first rendered under Schedule REDR for the seven-year term of this
               Agreement.

      6.2      The Minimum Load is 80% of Base Period Usage (as adjusted in Section 6.3,
               if applicable).

      6.3      After Customer has taken service for thirty-six (36) monthly billing periods
               under this Agreement, Edison shall recalculate Customer’s Base Period
               Usage from Customer’s Total Load over such billing period. If the Base
               Period Usage, as recalculated, is at least 25% greater than the original Base
               Period Usage, Edison shall use the recalculated Base Period Usage for the
               purpose of determining Customer’s Minimum Load for the remaining term of
               the Agreement. Any recalculation shall be computed by Edison from
               Customer’s twelve (12) most representative continuous months of usage out
               of the prior thirty-six months.

      6.4      If such Customer does not maintain the Minimum Load maximum demand
               and total energy for three months in each consecutive 12-month period,
               Customer must pay an amount equal to the difference between the Total Load
               and the Minimum Load at the applicable charges of the customer’s Otherwise
               Applicable Tariff (OAT), regardless of whether it was used.

7.    COMMENCEMENT OF SERVICE
      7.1      Edison will begin providing service at the REDR rate with the next regular
               billing period following the effective date of this Agreement. If Customer
               notifies Edison that it plans to move or consolidate operations with qualifying
               load that will be billed under Schedule REDR, then Edison will begin
               providing service at the REDR rate with the next regular billing period
               following the date Customer notifies Edison that service should begin under
               Schedule REDR, which date shall not be more than twelve months from the
               effective date of this Agreement.

      7.2      Customer estimates that service under Schedule REDR shall commence with
               the next regular billing period beginning after _____________ and shall
               provide Edison at least five business days’ notice of any change in such date.

8.    ADDED FACILITIES
      An Added Facilities Contract, Edison’s filed Form Nos. 16-308 and 16-309, shall be
      required if additional equipment or facilities are required for Added Facilities or
      Incremental Added Facilities.



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9.    ACKNOWLEDGMENT
      9.1      Except as otherwise amended herein, Customer acknowledges that it is fully
               subject to all terms and conditions contained in Customer’s Otherwise
               Applicable Tariff, or its successor rate schedule, all of Edison’s rules, and all
               terms and conditions of service contained in Edison’s Commission-approved
               tariffs. While any provision pertaining to either a peak period rate limiter or
               an average rate limiter does not apply, the Bill Limiter provision of
               Schedule I-6 remains applicable to those customers who are eligible for the
               Bill Limiter.

      9.2      Customer also acknowledges that Edison may request documentation to
               support Customer’s affidavit contained in this Agreement and may verify any
               supporting documentation and statements Customer has made in support of
               its Affidavit.

10.   TERM
      10.1     This Agreement shall be effective for seven years following the
               commencement of service under Schedule REDR pursuant to Section 7 of
               this Agreement.

      10.2     At the end of the seventh year, Customer will no longer take service under
               Schedule REDR and will be billed only under the Otherwise Applicable
               Tariff effective with the start of the next regular billing period following the
               end of the seventh year of service under this Agreement.

      10.3     This Agreement is not renewable at the expiration of its term.

11.   TERMINATION
      This Agreement may be terminated (subject to payment of Liquidated Damages) by
      either party upon written notice as follows.

      11.1     Termination at Customer’s Request: Customer may request termination of
               this Agreement at any time by providing at least 60 days written notice to
               Edison.

      11.2     Termination For Nonpayment: Edison may terminate this Agreement if
               Customer fails to pay any amount due hereunder, under Schedule REDR or
               under any Contribution to Margin Agreement within 30 days after receipt of
               notice of nonpayment from Edison.




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      11.3     Termination For Noncompliance: Edison may terminate this Agreement
               upon five business days’ notice if Customer fails to comply with any term or
               condition of Schedule REDR or this Agreement, if any representation made
               by Customer in this Agreement is untrue in any material respect or if
               Customer ceases the operations to which this Agreement applies or moves
               them out of Edison’s service territory.

      11.4     Termination For Ineligibility: Edison may terminate this Agreement upon
               five business days’ notice if it determines that Customer was not eligible for
               Schedule REDR when the Agreement was signed, that Customer has become
               ineligible for Schedule REDR or that any statement in Customer’s Affidavit
               contained herein was untrue.

      11.5     Termination For Failure To Maintain Minimum Load: Edison may terminate
               this Agreement if Customer fails to maintain its Minimum Load during any
               consecutive 12 month period or shuts down its operations. Edison must
               provide Customer at least 90 days notice of termination and Customer shall
               have the opportunity to increase its load to the Minimum Load and
               demonstrate to Edison’s reasonable satisfaction that it will continue to use its
               Minimum Load for the remaining term of this Agreement.

      11.6     Termination For Failure To Commence Service: Edison may terminate this
               Agreement if Customer does not begin service within 12 months after the
               date this Agreement was executed.

      11.7     Termination Upon Termination Of Contribution To Margin Agreement:
               Edison may terminate this Agreement if any Contribution to Margin
               Agreement is terminated.

12.   LIQUIDATED DAMAGES
      12.1     Upon termination of this Agreement prior to the end of its term, Customer
               shall be required to pay Edison a Liquidated Damages payment. The
               Liquidated Damages payment is required to ensure that neither Edison nor its
               ratepayers are financially or otherwise damaged if this Agreement is
               prematurely terminated before the end of its term.

      12.2     It would be extremely difficult for the Parties to identify the amounts of
               increased or additional costs attributable to termination of this Agreement.
               Parties agree the Liquidated Damages specified herein are a reasonable
               approximation of damages which Edison and its ratepayers may incur as a
               result of such termination, and that the damage amount does not represent a
               penalty.




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      12.3     Liquidated Damages under this Agreement shall be an amount equal to the
               Present Value of the difference between (i) the amount the Customer would
               have paid for its energy and demand if billed at the Otherwise Applicable
               Tariff from the date service was first rendered under Schedule REDR to the
               date of termination, and (ii) the amount billed to Customer under this
               Agreement and Schedule REDR during the same period plus the Present
               Value of the amount of any CTM Credits (as defined in the Contribution to
               Margin Agreement) extended under a related Contribution to Margin
               Agreement plus interest (at the Interest Rate) on the foregoing amounts to the
               date of payment.

      12.4     After termination of this Agreement, Customer shall be billed at the
               Otherwise Applicable Tariff.

      12.5     The limitations of Rule 17 of Edison’s Commission-approved Tariffs shall
               not apply to amounts payable under this Agreement.

      12.6     Edison may in its discretion require Customer to establish a letter of credit or
               other security as a condition to providing service under Schedule REDR to
               secure repayment of any Liquidated Damages.

13.   COMPETITION TRANSITION CHARGES
      In addition to all other charges, Customer shall pay Competition Transition Charge
      (CTC) according to Customer’s Otherwise Applicable Tariff and Preliminary
      Statement, Part W. The expiration or termination of this Agreement does not affect
      any obligation to pay CTC.

14.   UNCONTROLLABLE FORCE
      14.1     Neither Party shall be considered to be in default in the performance of any
               obligation under this Agreement, except for obligations to pay money when
               and to the extent that failure of performance shall be caused by an
               Uncontrollable Force.

      14.2     If either Party, because of an Uncontrollable Force, is rendered wholly or
               partly unable to perform its obligations under this Agreement, the Party shall
               be excused from whatever performance is affected by the Uncontrollable
               Force to the extent the following conditions are met.


               14.2.1 The suspension of performance is of no greater scope and of no
                      longer duration than is required by the Uncontrollable Force.




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               14.2.2 The nonperforming Party uses its best efforts to cure its inability to
                      perform. This subsection shall not require the settlement of any
                      strike, walkout, lockout or other labor dispute on terms which, in the
                      sole judgment of the Party involved in the dispute, are contrary to its
                      interest. It is understood and agreed that the settlement of strikes,
                      walkouts, lockouts or other labor disputes shall be at the sole
                      discretion of the Party having the difficulty.

               14.2.3 When the nonperforming Party is able to resume performance of its
                      obligations under this Agreement, that Party shall give the other Party
                      written notice to that effect immediately.

      14.3     Nonperformance due to Uncontrollable Force shall be excused, provided
               Party can demonstrate that the Uncontrollable Force was owing to causes
               outside its reasonable control and the occurrence of the Uncontrollable Force
               could not have been prevented by the exercise of due diligence.

               14.3.1 Accordingly, nonperformance shall be excused from the date of the
                      occurrence of the Uncontrollable Force, provided the nonperforming
                      Party has given the other Party written notice describing the
                      particulars of the occurrence within two weeks of the event.

               14.3.2 Accordingly, nonperformance shall be excused from the date on
                       which the nonperforming Party gives the other Party written notice
                       describing the particulars of the occurrence of the Uncontrollable
                       Force, if such written notice is given more than two weeks after the
                       Uncontrollable Force occurred.
      14.4     If Customer experiences an Uncontrollable Force that prevents Customer
               from complying with Schedule REDR and this Agreement, Customer may
               request that Edison suspend the terms of Schedule REDR and this Agreement
               for the duration of the Uncontrollable Force. Customer will be billed at the
               Otherwise Applicable Tariff for the duration of the suspension of this
               Agreement. Resumption of the terms of Schedule REDR and this Agreement
               shall commence with the next regularly scheduled billing period. In addition,
               the term of this Agreement will be extended for up to twelve months beyond
               the term originally established in this Agreement by the length of time this
               Agreement was suspended.

      14.5     The occurrence of an Uncontrollable Force shall not (i) prevent Edison from
               terminating this Agreement in accordance with Sections 11.5 and 11.6 or
               (ii) extend the period any level of discount is available as provided in
               Section 2.3.




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      14.6     If the Uncontrollable Force which causes the nonperformance is caused by
               the actions or inactions of legislative, judicial or regulatory agencies, or other
               proper authority, this Agreement may be amended to comply with the legal
               or regulatory change which caused nonperformance. Any such amendment
               must be first authorized by the Commission prior to implementation

15.   DAMAGE LIMITATION
      Edison shall not be liable for any consequential, incidental, indirect, or special
      damages, whether in contract, tort, or strict liability including, but not limited to, lost
      profits and loss of power resulting from power outages or other electric service
      interruptions or from Edison’s performance or nonperformance of its obligations
      under this Agreement or in the event of termination of this Agreement.

16.   INDEMNITY
      Customer shall, at its own cost and expense, defend, indemnify, and hold harmless
      Edison, its officers, agents, employees, assigns, and successors in interest, from and
      against any and all liability, damages, losses, claims, demands, actions, cause of
      action, costs, including attorney’s fees and expenses, or any of them, resulting from
      the death or injury to any person or damage to any property caused by Customer, its
      employees, officers and agents, or any of them, and arising out of the performance or
      non-performance of its obligations under this Agreement. Termination of this
      Agreement shall not exempt Customer from the terms and conditions of this Section.

17.   ASSIGNMENT OF AGREEMENT
      Customer shall not assign this Agreement or any part or interest thereof, to a third
      party without the prior, written consent of an authorized representative of Edison.
      Any assignment made without such consent shall be void and of no effect. Further,
      any assignment made under this Agreement shall be subject to any applicable
      Commission authorization or regulation except as waived by the Commission.

18.   AMENDMENT
      Any changes or amendments to this Agreement must be in writing and must be
      executed by the Customer and Edison and, if required, be approved by the
      Commission.




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19.   NOTICE
      Any notice either Customer or Edison may wish to provide the other regarding this
      Agreement must be in writing. Such notice must be either hand-delivered or sent by
      U.S. registered mail, postage prepaid, to the person designated to receive notice for
      the other party below, or to such other address as either may designate by written
      notice. Notices delivered by hand shall be deemed effective when delivered.
      Notices delivered by mail shall be deemed effective when received, as acknowledged
      by the receipt of the certified or registered mailing.

               Customer:
                             (name)

                             (title)

                             (party)

                             (address)

                             (city, state, & zip code)


               Edison:       Manager, Pricing Design and Tariffs
                             Southern California Edison Company
                             2244 Walnut Grove Avenue
                             Rosemead, California 91770

20.   NONWAIVER
      The failure of either Party to enforce any of the terms and conditions or to exercise
      any right or privilege in this Agreement shall not be construed as a waiver of any
      such terms and conditions or rights or privileges, and the same shall continue and
      remain in force and effect as if no such failure to enforce or exercise had occurred.

21.   SEVERABILITY
      In the event that any of the provisions, or portions thereof, of this Agreement are
      held to be unenforceable or invalid by the Commission, or any court of competent
      jurisdiction, the validity and enforceability of the remaining provisions or any
      portion thereof shall not be affected. However, should either party determine, in
      good faith, that such unenforceability renders the remaining provision of this
      Agreement economically infeasible or disadvantageous, said party may terminate
      this Agreement upon 15 days notice, provided that the provisions of Section 12
      (Liquidated Damages) shall apply to any such termination.

22.   APPLICABLE LAWS, RULES, AND REGULATIONS

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      This Agreement shall be subject to, and interpreted under, the laws, rules, and
      regulations of the State of California and the Commission, and under Edison’s
      Commission-approved Tariff Schedules and Rules. To the extent there are any
      inconsistencies between this Agreement and Edison’s other tariffs, this Agreement
      shall control.

23.   CALIFORNIA PUBLIC UTILITIES COMMISSION
      23.1     This Agreement shall at all times be subject to such changes or modifications
               by the Commission as said Commission may, from time to time, direct in the
               exercise of its jurisdiction.

      23.2     Notwithstanding any other provisions of this Agreement, Edison has the right
               to unilaterally file with the Commission, pursuant to the Commission’s rules
               and regulations, an application for a change in rates, charges, classification,
               service, or rule, or any agreement relating thereto.

24.   ENTIRE AGREEMENT
      This Agreement, including Edison’s tariffs as filed with the Public Utilities
      Commission, constitutes the sole, only, and entire agreement and understanding
      between the Parties as to the subject matter of this Agreement with respect to
      Schedule REDR. Prior agreements, commitments or representations, whether
      expressed or implied, and discussions between Parties, shall not be construed to be a
      part of this Agreement.

25.   CUSTOMER AFFIDAVIT
      By signing this Agreement, Customer certifies and declares under penalty of perjury
      under the laws of the State of California that each of the statements in the paragraphs
      below in this subsection are true and correct:

      25.1     Customer considers the terms and conditions of this Agreement and
               Schedule REDR to be a material factor in Customer’s decision to retain its
               current operations in Edison’s service territory.

      25.2     Customer has discussed any cost-effective measures that Customer may take
               to reduce its electric bills and the load they place on the electric system.

      25.3     Customer has satisfied one of the following two conditions:




Form 14-636                                  15
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                    25.3.1 Customer has entered into an agreement with a state, regional or local
                           government authority or a private or nonprofit economic development
                           agency to receive financial or in-kind assistance as an inducement to
                           retain industrial facilities at a site within Edison’s service territory
                           and has furnished proof of same to Edison.

                    25.3.2 In the absence of such an agreement, Customer has demonstrated
                             with documentation acceptable by Edison that it has received a
                             commitment of assistance, resources, or incentives from other public
                             or private entities to induce Customer to remain within Edison’s
                             territory.
         25.4       The California Trade and Commerce Agency has participated in “red team”
                    efforts to retain Customer’s load within California.

         25.5       Customer confirms that its SIC Code(s) is/are as stated in Section 2.1 and that
                    it is eligible for Schedule REDR and for its Forecast Maximum Demand.

         25.6       Customer certifies that all load subject to Schedule REDR represents load
                    that is eligible for Schedule REDR.

26.      AUTHORIZATION SIGNATURES
         IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
         their duly authorized agents to be effective on the date of Edison’s signature below.

      By: SOUTHERN CALIFORNIA EDISON                       By: CUSTOMER
          COMPANY



      (Signature)                                          (Signature)


      (Name)                                               (Name)


      (Title)                                              (Title)
      Southern California Edison Company
                                                           (Customer)


      (Date)                                               (Date)




                                                  [Customer’s Signature must be notarized]




Form 14-636                                       16
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                    APPENDIX A
[Add information required by Sections 2.7 and 2.8, if
                    applicable]
Southern California Edison                                       Revised Cal. PUC Sheet No.   24147-E
Rosemead, California                                  Cancelling Revised Cal. PUC Sheet No.   20685-E




                              RETENTION ECONOMIC DEVELOPMENT
                                     RATE AGREEMENT


                                        Form 14-636




(To be inserted by utility)                  Issued by             (To be inserted by Cal. PUC)
Advice 1245-E-C                             John Fielder           Date Filed        Jun 10, 1998
Decision 97-08-056                                                 Effective         Jan 01, 1998
CompWord.doc                               Vice President          Resolution          E-3510
    SIMPLIFIED SELF-GENERATION DEFERRAL RATE AGREEMENT


This Agreement is entered into between Account No. _________________,
___________________________________________ (“Customer”) located at
______________________________________________, and Southern California
Edison Company (“Edison”), located at 2244 Walnut Grove Avenue, Rosemead,
California 91770. This Agreement shall become effective as of the date set forth
beneath Edison’s signature on the signature page of this Agreement.

This Agreement establishes rates, charges and conditions of service intended to encourage
the Customer to defer construction of a cogeneration project where Edison determines
that such cogeneration project represents Uneconomic Bypass (as defined in Schedule
SSGDR) of Edison's electric system. The Eligible Demand and Eligible Energy
established herein are intended to simulate the usable electrical output of Customer's
cogeneration project. The charges for project output are intended to approximate the
costs that Customer would have incurred had the cogeneration project been constructed
and operated.

This is a filed form tariff agreement authorized by the California Public Utilities
Commission ("Commission") for use by Edison. No officer, inspector, solicitor, agent or
employee, of Edison has any authority to waive, alter, or amend any part of this
Agreement except as provided herein or as authorized by the Commission. This
Agreement is to be used in conjunction with Schedule SSGDR of Edison’s Commission-
approved tariffs, and supplements the terms and conditions of Customer's electric service
under Customer's Otherwise Applicable Tariff, which is Schedule __________________,
and all related agreements.

Customer has the option of negotiating a discount contract with different terms and
conditions from those contained in this Agreement. A negotiated contract may contain a
more lenient early termination provision in exchange for commensurate changes in the
discount or credit provided by this Agreement. However, a negotiated contract cannot
be made effective until it has been authorized by an expedited regulatory review process
by the Public Utilities Commission. Customer is aware of this option and chooses to
enter into this Agreement.

Capitalized words used, but not defined in this Agreement, shall have the meanings given
those words in Appendix A, attached hereto.




Form 14-638                                 -1-
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The Parties agree as follows:

1.     FULL OR PARTIAL SERVICE REQUIREMENTS

       1.1.    Customer must elect to take either Full Requirements Service or Partial
               Requirements Service from Edison during the term of this Agreement.
               Customer makes this election by placing an “X” and initialing the
               applicable blank below:

               _____ Full Requirements Service

       _____ Partial Requirements Service

       1.2.    Full Requirements Service: Customer must purchase all electricity used
               on Customer’s site. Edison may, at its option, require Customer to
               install generator metering at any existing generator, at Customer’s
               expense, to ensure compliance with this provision.

               If Customer has Departing Load as defined in Preliminary Statement,
               Part W, Customer agrees to pay Edison an amount equal to the cost of
               such electricity as if billed under this Agreement.

       1.3.    Partial Requirements Service: Customer must purchase, in every Time-
               of-Use Period equal to 25% of the estimated electricity that would
               otherwise have been produced by Project, regardless of whether such
               electricity is used. (This minimum purchase requirement shall be
               computed as 25% of Project Net Electrical Output multiplied by the total
               number of hours for each Time-of-Use Period occurring in the billing
               period.)

               Customer must first purchase from a supplier that delivers electricity
               over Edison's transmission and distribution system in every Time-of-Use
               Period the estimated electricity that would otherwise have been produced
               by Customer’s Project. This purchase requirement shall be computed as
               Project Net Electrical Output multiplied by the total number of hours for
               each Time-of-Use Period occurring in the billing period.

               If Customer has Departing Load as defined in Preliminary Statement,
               Part W, before purchasing an amount of electricity during each Time-of-
               Use Period equal to the Project Net Electrical Output, multiplied by the
               Time-of-Use hours, Customer shall pay Edison an amount equal to the
               cost of such electricity as if billed under this Agreement.

2.     PROJECT PARAMETERS

       The project parameters listed below are a summary of the Project characteristics
       that are unique to the Project. These parameters, together


Form 14-638                                -2-
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      2.1.     with the generic parameters in the Assumptions Matrices, shall be used
               to determine the billing determinants associated with the Project.

      2.2.     Type of Project:             (CHECK APPROPRIATE PROJECT)

               Combustion Turbine                           _____

      Internal Combustion Engine                    _____

      2.3.     Project Parameters:

               The following information is established or computed by Edison based
               on information supplied by Customer:

      Project Rated Capacity                __________________ kW

      Project Operating Level               __________________ kW

      Project Auxiliary Load                __________________ kW

      Project Net Electrical Output         __________________ kW

      Project Average Heat Rate             ___________ Btu per kWh (HHV)

      Project Net Thermal Output            ______________ Btu per hour

      Project Operating Date                __________________

      Project Total Installed Cost          $_________________

      Cost of SSGDR Added Facilities        $_________________

      Site Average Thermal Load*            __________________ Btu per hour

      Site Minimum Thermal Load             __________________ Btu per hour

      Site Useful Thermal Load*             __________________ Btu per hour

      Site Minimum Electrical Demand        __________________ kW

      *        Includes Absorption Chiller Thermal Load if applicable.

      2.4.     Absorption Chiller Parameters

               This section only applies to projects where the thermal energy from the
               Project would have been supplied to an existing or new absorption
               chiller that operates continuously when the Project is operating.




Form 14-638                                -3-
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               2.4.1. An “X” placed in one of the five alternatives listed below
                      indicates which is applicable to the Project. Project Operating
                      Date will be subject to Edison’s verification of conditions
                      specified in this section.

                      a. _____ Project does not include an absorption chiller (in
                         which case, the balance of this section does not apply);

                      b. _____ Project includes an existing absorption chiller that will
                         continue to operate at Customer’s site;

                      c. _____ Project includes an existing absorption chiller and,
                         after the date this Agreement is signed, the existing
                         absorption chiller will be replaced with a new electric chiller
                         that will operate at Customer’s site;

                      d. _____ Project includes a new absorption chiller that would
                         otherwise have replaced an existing electric chiller that will
                         continue to operate at Customer’s site;

                      e. _____ Project includes a new absorption chiller and, after the
                         date this Agreement is signed, a new electric chiller will be
                         installed in lieu of the absorption chiller that would otherwise
                         have operated with the Project.

               2.4.2. Absorption Chiller Adjustment:

                      2.4.2.1.If Section 2.4.1.a. or 2.4.1.b. is selected, the Absorption
                              Chiller Electrical Adjustment shall be equal to zero.

                      2.4.2.2.If Section 2.4.1.c, 2.4.1.d, or 2.4.1.e is selected, the
                              Absorption Chiller Electrical Adjustment shall be equal to
                              the Absorption Chiller Auxiliary Electric Load minus the
                              Electric Chiller Load. In most cases, this should result in
                              a negative adjustment to Site Recorded Demand.

               2.4.3. Absorption Chiller Operating Parameters: The following
                      parameters define the operating characteristics of the proposed
                      absorption chiller and shall be used to determine the applicable
                      adjustments to Project Parameters, Eligible Energy and Eligible
                      Demand, and Site Recorded Demand and Energy.

                      Electric Chiller Output                        ___________ Tons

                      Electric Chiller Load                          ___________ kW

                      Electric Chiller Expected Operating Date       ___________


Form 14-638                                   -4-
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               Absorption Chiller Output                     ___________ Tons

               Absorption Chiller Auxiliary Electric Load ___________ kW

               Absorption Chiller Electrical Adjustment      ___________ kW

               Absorption Chiller Thermal Load       _________________ Btu/hr

               2.4.4. Monthly Adjustment to Site Recorded Demand and Energy:
                      Each month, Customer’s 15-minute interval Site Recorded
                      Demands shall be adjusted by adding the Absorption Chiller
                      Electrical Adjustment to each recorded value for the 15-minute
                      intervals when the Project is assumed to be operating as specified
                      in Section 3.1 below.

               2.4.5. Adjustment to Site Thermal Load: If Section 2.4.1.c, 2.4.1.d, or
                      2.4.1.e is selected, the Absorption Chiller Thermal Load shall be
                      reflected in Customer’s Site Average Thermal Load and Site
                      Useful Thermal Load established above.

               2.4.6. Verification of New Electric Chiller Operation: The installation
                      of a new electric chiller, if appropriate, must be site verified by
                      Edison before Customer may start service under this Agreement.

      2.5.     Assumptions Matrices:

               Assumptions Matrices will be applied depending upon whether the
               Project incorporates a combustion turbine or an internal combustion
               engine. The values included in the Assumptions Matrices are
               assumptions derived by Edison regarding typical internal combustion
               engine and combustion turbine Cogeneration Projects. From this list,
               Edison will select the specific project parameters applicable to
               Customer’s Project.

               The values in the Assumptions Matrices will be reviewed by Edison and
               may be updated periodically by Edison, subject to Commission approval.

      2.6.     Supporting Documentation And Inspection Requirements

               Customer agrees to provide Edison with documentation satisfactory to
               Edison to enable Edison to evaluate the technical and financial viability
               of the Project; to establish the proposed Project Parameters set forth
               above; and to select the applicable parameters from the Assumptions
               Matrices. Customer agrees to furnish additional documentation, if
               necessary to implement and administer this Agreement.

               Documentation regarding the Project includes, but is not limited to,
               thermal loads, operational data, and fuel cost data; capital and operating
               costs;


Form 14-638                                 -5-
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      financial analysis to demonstrate financial viability assuming 100% equity
             investment in the Project; and proof of ability to obtain permits as
             indicated by either copies of pertinent permits or a letter from the Air
             Quality Management District (or other appropriate permitting agency)
             stating that Customer’s Application to construct and/or operate its
             Project has been deemed complete, or other documentation
             demonstrating that Customer can obtain or maintain necessary permits
             for construction and/or operation.

      Edison may inspect Customer’s premises at any reasonable time and upon
             reasonable notice to confirm information with respect to the Project.

      2.7.     Measurement of Site Thermal Load:

               2.7.1   Customer agrees to allow regular review of site thermal load data
                       to determine Project viability, Qualifying Facility status, Site
                       Useful Thermal Load, and Site Average Thermal Load. At the
                       time of initial Customer qualification for the Applicable Rate
                       Schedule and this Agreement, Edison will determine the
                       appropriate method for the ongoing determination of Site Useful
                       Thermal Load.

               2.7.2   If either of the following two conditions are met, Direct Thermal
                       Load Metering will be required:

                       a. Customer’s Site Average Thermal Load is less than 150% of
                          Project Net Thermal Output, and Site Useful Thermal Load
                          has significant hourly fluctuations (Site Useful Thermal Load
                          varies more than plus or minus thirty percent (30%) from Site
                          Average Thermal Load); or

                       b. Customer’s Site Useful Thermal Load, at any time, (on an
                          hourly basis) is less than Project Net Thermal Output.

                       Whether the Project meets the above criteria shall be determined
                       solely by Edison, and may be based on Edison’s engineering
                       estimates or upon recorded information acceptable to Edison. If
                       the Customer does not meet one of the above conditions, the
                       Audit of Fuel Bills method described below shall be used to
                       determine Site Useful Thermal Load.

               2.7.3   Direct Thermal Load Metering: When direct thermal load
                       metering is required, one of the following thermal load metering
                       methods will be used on Customer’s premises and at Customer’s
                       expense to determine Customer’s Site Useful Thermal Load on a
                       time-of-use basis:



Form 14-638                                 -6-
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                       a. Measurement of fuels used in the Alternative Thermal Supply
                          System, or

                       b. Measurement of thermal supply (steam flow, Btu per hour,
                          etc.) provided by the Alternative Thermal Supply System.

                       Edison shall determine which method applies based upon the
                       location of appropriate metering equipment. Customer’s primary
                       metering element in the thermal metering system must comply
                       with Edison’s metering requirements for billing accuracy, and
                       shall have an output signal compatible with Edison’s time-of-use
                       recording devices.

               2.7.4   Audit of Fuel Bills: Customers for whom direct thermal load
                       metering is not required will have Site Average Thermal Load
                       verified by an audit of Customer’s monthly fuel bills. Customer
                       shall, by the end of each month, submit a copy of Customer’s
                       monthly invoices for all fuels used to serve site thermal load
                       during the prior month. In addition, Customer must provide all
                       calculations and other supporting documentation that are required
                       to determine Site Useful Thermal Load using this method.

                       If Customer is unable or unwilling to provide all of the
                       information necessary to determine Site Average Thermal Load,
                       then Edison may require direct thermal load metering as
                       described above.

               2.7.5   An “X” in the space below indicates how Customer’s Site Useful
                       Thermal Load is to be monitored. This Section is to be
                       completed by Edison:

                       _____ Direct measurement of fuel supply (Section 2.7.3.a)

                       _____ Direct measurement of thermal supply (Section 2.7.3.b)

                       _____ Audit of Fuel Bills, if eligible (Section 2.7.4)

      2.8      Revisions To Project Parameters:

               2.8.1   Project Operating Level: If Customer’s facilities related Site
                       Recorded Demand, including Chiller Electrical Adjustment
                       where applicable, is less than 75% of Project Net Electrical
                       Output for any three out of the most recent twelve months,
                       Edison shall upon written request of Customer, reduce the Project
                       Operating Level and all associated variables to reflect the
                       reduction in Site Electrical Demand.



Form 14-638                                 -7-
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               2.8.2   Fixed and Variable O&M Rates - Annual Escalation: Effective
                       with the first billing period of each calendar year, Customer’s
                       applicable SSGDR Monthly Fixed and Variable O&M Rates
                       shall be escalated by the average of the most-recently published
                       four quarters of Implicit Price Deflator for Gross Domestic
                       Product (“IPD”) divided by the corresponding value for IPD in
                       the prior year. The IPD is published quarterly by the United
                       States Department of Commerce.

               2.8.3   Site Average Thermal Load: Site Average Thermal Load is
                       established initially by Edison using information provided by
                       Customer.

                       If Site Average Thermal Load is determined as therms per hour,
                       the determination should be to the nearest one one-thousandth of
                       a therm per hour, before converting to Btus per hour.

                       Site Average Thermal Load shall be audited monthly, and if Site
                       Average Thermal Load is reduced from that established in the
                       Project Parameters, to a level less than 125% of the Project Net
                       Thermal Output for three out of the most recent twelve months,
                       Edison may establish a revised Site Average Thermal Load to
                       reflect the new levels. Such changes shall be effective with the
                       next regular billing period following the third month of the
                       reduced thermal load.

               2.8.4   Site Useful Thermal Load: Edison shall determine the Site
                       Useful Thermal Load by comparing site thermal load data with
                       the Project Net Thermal Output during a representative 12 month
                       period using information provided by Customer.

                       Site Useful Thermal Load shall be audited monthly by Edison
                       through evaluation of site thermal load data collected pursuant to
                       Section 2.7. The Site Useful Thermal Load value may be
                       reduced annually by Edison if such evaluation determines that its
                       value had decreased from that specified in the Project Parameters
                       or from the value established for the previous year.

3.    CALCULATION OF ELIGIBLE PURCHASES

      Eligible Purchases represent the electricity that would have been generated by
      the Project had it been operated. Eligible Purchases are the first units of
      electricity purchased by Customer.

      This section describes how the Project Parameters, together with the
      Assumption Matrices, are used to estimate Eligible Purchases.


Form 14-638                                 -8-
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      Eligible Purchases together with the pricing calculations described in Section 4
      below are used to bill Customer’s monthly applicable SSGDR Charges listed in
      the Applicable Rate Schedule.

      3.1      Absorption Chiller Electrical Adjustment: If the Project includes an
               Absorption Chiller, all recorded demand and energy must be adjusted for
               the Chiller prior to determining Eligible Demand and Eligible Energy.
               To make this adjustment, it is assumed that had the Project been
               operating, it would have been load following, and that the Absorption
               Chiller only operates when the Project is operating. It is further assumed
               that when Customer’s Site Electrical Demand, including Absorption
               Chiller Electrical Adjustment falls below 75% of Project Net Electrical
               Output, the Project would have been shut down.

               The Absorption Chiller Electrical Adjustment, whether positive or
               negative, is added to each of the 15-minute interval Site Recorded
               Demands. The resulting 15-minute interval Adjusted Site Recorded
               Demands are used to determine Eligible Energy, Eligible Demand,
               SSGDR Demand, and the Non-Eligible Energy and Non-Eligible
               Demand.

      3.2      Eligible Energy (Kilowatthours): Eligible Energy is computed on a 15-
               minute interval basis by comparing the 15-minute interval Adjusted Site
               Recorded Demand to Project Net Electrical Output as follows:

               3.2.1   If the 15-minute interval Adjusted Site Recorded Demand is
                       greater than Project Net Electrical Output, Eligible Energy for
                       that interval is equal to Project Net Electrical Output multiplied
                       by the applicable time-of-use Availability Factor multiplied by
                       0.25 hours.

               3.2.2   If the 15-minute interval Adjusted Site Recorded Demand is
                       between 75% and 100% of Project Net Electrical Output, Eligible
                       Energy for that interval is equal to the 15-minute Adjusted
                       Recorded Demand multiplied by the applicable Time-of-Use
                       Availability Factor multiplied by 0.25 hours.

               3.2.3   If the 15-minute interval Adjusted Site Recorded Demand is less
                       than 75% of Project Net Electrical Output, Eligible Energy will
                       be zero for that interval.

               3.2.4   For billing under the Otherwise Applicable Tariff, each
                       15-minute interval Eligible Energy thus computed is aggregated
                       into the Time-of-Use Period defined for Customer’s Otherwise
                       Applicable Tariff.




Form 14-638                                 -9-
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      3.3      Eligible Demand (kilowatts):

               3.3.1   Eligible Demand is determined as the maximum (“peak”) of the
                       15-minute interval Adjusted Site Recorded Demands occurring in
                       each of the Time-of-Use Periods defined in Customer’s
                       Otherwise Applicable Tariff as follows:

                       a. If the maximum Adjusted Site Recorded Demand is greater
                          than 75% of Project Net Electrical Output, Eligible Demand
                          is the lower of maximum Adjusted Site Recorded Demand or
                          Project Net Electrical Output.

                       b. If the maximum Adjusted Site Recorded Demand is less than
                          75% of Project Net Electrical Output, Eligible Demand is
                          zero.

                       Facilities related Eligible Demand is the highest of the Eligible
                       Demands thus computed.

               3.3.2   In order to compute the Minimum Charge, Eligible Demand must
                       also be determined for the Time-of-Use Periods defined in
                       Schedule TOU-8 for payments to Qualifying Facilities (“QFs”).

      3.4      SSGDR Demand (kW): Each Eligible Demand computed above is
               subject to an adjustment for outages to recognize the times when the
               Project would have experienced an outage, whether scheduled or
               unscheduled, resulting in Customer taking all of its power from Edison.
               SSGDR Demand is calculated by multiplying the Eligible Demand
               computed for each Time-of-Use Period by the Outage Probability Factor
               for the corresponding Time-of-Use Period set forth in the Assumptions
               Matrices.


4.    SSGDR RATES AND CHARGES
      4.1      The SSGDR portion of Customer’s monthly bill will reflect the sum of
               the following charges:

               SSGDR Fixed Charge

               SSGDR Standby Demand Charge

               SSGDR Added Facilities Charge

               SSGDR Demand Charge

               SSGDR Energy Charge



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               SSGDR Meter Charge

               Each month, the SSGDR monthly charges shall be compared to the
               Minimum Charge specified below.

               In addition to the above, the SSGDR portion of Customer’s bill shall be
               subject to any applicable Surcharges, plus applicable Competition
               Transition Charges, if implemented.

               The following sections set forth how to compute the rates used to
               compute each of the above charges.

      4.2      SSGDR Fixed Charge: The SSGDR Fixed Charge is an estimate of the
               Project ownership costs plus the ongoing Fixed O&M costs associated
               with the Project. (SSGDR Added Facilities are priced separately as set
               forth below).

               The SSGDR Fixed Charge includes:

                      a. Project Total Installed Cost converted to a monthly charge by
                         applying the Monthly Fixed Charge Factor set forth in the
                         Assumptions Matrices; plus

                      b. Project Rated Capacity in kW (established above) multiplied
                         by Fixed O&M Rate per kW as set forth in the Assumptions
                         Matrices.

      4.3      SSGDR Standby Demand Charge: SSGDR Standby Demand Charge
               shall be in accordance with, and include all charges of, Schedule S where
               the level of Standby Demand shall be set at the value of Project Rated
               Capacity. This Charge shall be in addition to any other Standby Demand
               Charge which Customer may have already established with Edison for
               another purpose.

      4.4      SSGDR Added Facilities Charge: Payments and other terms and
               conditions relating to SSGDR Added Facilities are to be in accordance
               with Edison’s Rule 2, and are in addition to any existing Added Facilities
               Charges Customer may already be paying.

      4.5      SSGDR Demand Charge: The SSGDR Demand Charge for each time
               period is priced at the applicable time-related demand charges (per kW)
               set forth in Customer’s Otherwise Applicable Tariff, because Edison is
               assumed to be supplying the Project during Project outage periods.

      4.6      SSGDR Energy Charge: The SSGDR Energy Charge is computed by
               multiplying Eligible Energy (kWh) by the Eligible Energy Rate. The
               Eligible Energy Rate is the sum of the Variable O&M Cost Component


Form 14-638                                -11-
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plus the Gas Cost Component less the Thermal Credit computed each month as follows:

               4.6.1   Variable O&M Cost Component: The Variable O&M Cost
                       Component (in cents per kWh) is determined as follows:

                       Multiply the Variable O&M rate (cents per kWh) by

                       The Seasonal Availability Factor (expressed as a percent)
                       multiplied by

                       The ratio of the Project Operating Level (expressed as kW)
                       divided by Project Net Electrical Output (expressed as kW).

                       The Variable O&M rate and Seasonal Availability Factors are set
                       forth in the Assumptions Matrices. The Project Operating Level
                       and Project Net Electrical Output are established above.

               4.6.2   Gas Cost Component: The Gas Cost Component approximates
                       the costs of natural gas for the Project and is computed as
                       follows:

                       4.6.2.1 Qualifying Gas Cost: The Qualifying Gas Cost is
                               computed as follows:

                              Multiply the lower of Project Average Heat Rate or IHR
                              (in Btu per kWh) by

                              The Cogeneration Gas price charged by Southern
                              California Gas Company under Schedule GCS5 or its
                              successor schedule (in cents per therm) multiplied by

                              The ratio 1 therm divided by 100,000 Btu (to convert IHR
                              from Btus per kWh to therms per kWh) multiplied by

                              The Seasonal Availability Factor multiplied by

                              The ratio of the Project Operating Level (expressed as
                              kW) divided by Project Net Electrical Output (expressed
                              as kW).

                              The IHR and Seasonal Availability Factor are set forth in
                              the Assumptions Matrices. The Project Operating Level,
                              Project Net Electrical Output, and Project Average Heat
                              Rate are established above.




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                       4.6.2.2 Nonqualifying Gas Cost: The Nonqualifying Gas Cost
                               component is computed as follows:

                              Subtract IHR from Project Heat Rate, and if greater than
                              zero, multiply this difference by

                              The Non-Cogeneration Gas price charged by Southern
                              California Gas Company under Schedule GCS3, its
                              successor schedule, or other applicable natural gas rate
                              schedule, (in cents per therm), multiplied by

                              The ratio 1 therm divided by 100,000 Btu (to convert the
                              IHR from Btu’s per kWh to therms per kWh) multiplied
                              by

                              The Seasonal Availability Factor multiplied by

                              The ratio of the Project Operating Level (expressed as
                              kW) divided by Project Net Electrical Output (expressed
                              as kW).

                              If the Project Average Heat Rate is less than IHR, then the
                              Non-Qualifying Gas Cost shall be zero.

                              The IHR and Seasonal Availability Factors are set forth in
                              the Assumptions Matrices. The Project Operating Level,
                              Project Net Electrical Output, and Project Average Heat
                              Rate are established above.

               4.6.3   Thermal Credit: The Thermal Credit is an adjustment that
                       recognizes that the Project could produce usable heat that would
                       have displaced fuel used in Customer’s Alternative Thermal
                       Supply System.

                       The Thermal Credit is computed as follows:

                       The lower of Site Useful Thermal Load, or Project Operating
                       Level (kW) times Maximum Cogeneration Thermal Credit (Btu
                       per hour per kW), multiplied by

                       The Non-Cogeneration Gas price charged by Southern California
                       Gas Company under Schedule GCS3, its successor schedule or
                       other applicable natural gas rate schedule (in cents per therm),
                       multiplied by

                       The ratio of 1 therm divided by 100,000 Btu (to convert Edison’s
                       Heat rate from Btu’s per kWh to therms per kWh) multiplied by


Form 14-638                                -13-
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                       The Seasonal Availability Factor, all divided by

                       Alternative Boiler Efficiency multiplied by Project Net Electrical
                       Output (in kW).

                       Site Useful Thermal Load, Project Operating Level, and Project
                       Net Electrical Output are established above.

                       Maximum Cogeneration Thermal Credit, Alternative Boiler
                       Efficiency, and Seasonal Availability Factor are set forth in the
                       Assumptions Matrices.

               4.6.4   Gas Prices: All natural gas prices from Southern California Gas
                       Company used in the above calculations are based upon the gas
                       supply pressure levels and annual therms per year values
                       specified in the Assumptions Matrices, and will be adjusted for
                       any applicable taxes and surcharges.

                       The applicable natural gas rates shall be those in effect at the
                       beginning of Customer’s billing period, regardless of any rate
                       changes that may have occurred during the billing period.

      4.7.     SSGDR Meter Charge: This is a monthly charge computed in
               accordance with Rule 2.

      4.8.     Minimum Charges:

               4.8.1   Minimum Charge: A Minimum Charge applies each month to
                       the sum of the monthly charges for the SSGDR Fixed Charge, the
                       SSGDR Demand Charge, the SSGDR Standby Demand Charge,
                       the SSGDR Energy Charge (excluding Surcharges), and the
                       SSGDR Added Facilities Charge. If the Minimum Charge is
                       greater than the sum of these SSGDR Charges, Customer must
                       pay the difference on an annual basis pursuant to Section 4.8.4.

               4.8.2. Computation of the Minimum Charge: The Minimum Charge is
                      computed each month by: 1) multiplying the result of the
                      Eligible Demands (time-related and facilities related) minus the
                      Absorption Chiller Electrical Adjustment by one or more
                      corresponding time-related Floor Prices per kW, and 2)
                      multiplying the sum of each Time-of-Use Eligible Energy and the
                      energy associated with the Absorption Chiller Electrical
                      Adjustment by one or more corresponding time-related Floor
                      Prices per kWh. The sum of the resulting charges is the
                      Minimum Charge for the month. Eligible Energy and Eligible
                      Demand are computed as set forth in Sections 3.2 and 3.3,
                      respectively. Absorption Chiller Electrical Adjustment is set


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      forth in Section 3.1. The Floor Prices are computed in accordance with Section
      4.8.3.

               4.8.3. Floor Prices: The Floor Prices applicable to firm (non-
                      interruptible) service for each Time-of-Use Period shall be equal
                      to the average of Edison’s (1) generation costs as determined in        (C)
                      accordance with Schedule PE, and (2) marginal cost for                  (C)
                      transmission and distribution facilities per kW (time-related and
                      facilities related), each adjusted for line losses and multiplied by
                      1.1.
                      For interruptible service, only the Floor Prices for energy and
                      facilities related marginal transmission and distribution costs
                      apply. Interruptible service is that part, if any, of Customer’s
                      Eligible Demand and Eligible Energy that exceeds Customer’s
                      Firm Service Level established in Customer’s Contract for
                      Interruptible Service.

                      The marginal transmission and distribution costs and applicable
                      retail line loss factors are established in Edison’s most recent rate
                      proceedings.

               4.8.4. Payment of the Minimum Charge: At the end of each 12 months
                      of service under this Agreement commencing with the initial day
                      of service, Edison shall compare the 12-month sum of the
                      Minimum Charges to the 12-month sum of the monthly charges
                      for the SSGDR Fixed Charge, the SSGDR Demand Charge, the
                      SSGDR Standby Demand Charge, the SSGDR Energy Charge
                      (excluding Surcharges), and the SSGDR Added Facilities
                      Charge. If the 12-month sum of the Minimum Charges is greater
                      than the 12-month sum of the SSGDR Charges, Edison shall bill
                      Customer for the difference.

5.    NON-ELIGIBLE PURCHASES
      Non-Eligible Purchases represent power in excess of that which would
      otherwise have been supplied by the Project. Non-Eligible Purchases are priced
      at the rates and charges of the Otherwise Applicable Tariff.

      If the Project includes an absorption chiller, Customer’s total Site Recorded
      Demand and Energy shall be adjusted to reflect the chiller as provided in
      Section 2.4.4 above.

      5.1      Non-Eligible Energy: Non-Eligible Energy is computed each month for
               each Time-of-Use Period by subtracting the Eligible Energy computed
               for




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                      each Time-of-Use Period from Adjusted Site Recorded Energy
                      for each Time-of-Use Period.

      5.2      Non-Eligible Demand:

               5.2.1. Time Related Non-Eligible Demand: Time-related Non-Eligible
                      Demand for each Time-of-Use Period is computed each month as
                      the difference between maximum Adjusted Site Recorded
                      Demand during the time period and Eligible Demand, but never
                      less than zero.

               5.2.2. Facilities Related Non-Eligible Demand: Facilities Related
                      Non-Eligible Demand is the maximum Adjusted Site Recorded
                      Demand for the billing period, as provided in Customer’s
                      Otherwise Applicable Tariff, adjusted for SSGDR Standby
                      Demand as provided under Schedule S, Standby, but never less
                      than zero.


6.    SURCHARGES
      In addition to the SSGDR Charges listed above, the customer shall pay
      Surcharges for all Site Recorded Energy.

      Surcharges are in addition to the Energy Charges.

      Surcharges that are based on a cents per kWh are applied to Site Recorded
      Energy.


7.    TAXES
      The Customer shall pay any other applicable state and local taxes that Edison
      may be required to collect on behalf of taxing authorities.

      Any taxes that are based on a cents per kWh are applied to Site Recorded
      Energy.


8.    COMPETITION TRANSITION CHARGES
      In addition to all other charges, Customer shall pay any Competition Transition
      Charge (CTC) according to Customer’s Otherwise Applicable Tariff and
      preliminary Statement Part W. The expiration or termination of this Agreement
      does not affect any obligation to pay CTC.




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9.    SSGDR METER/METER LOCATION
      Customer must have available metering that offers electrical and two-way
      communication and associated information services not available through
      Edison’s conventional meters. The information services provided include, but
      are not limited to, two-way data communication with Edison and information for
      load management control.

      Customer shall provide an agreed-upon location for the installation of metering
      on Customer’s premises. The metering must be at all times accessible to Edison
      for inspection, reading, and testing. Any metering installed by Edison necessary
      for Customer to receive service under this Agreement shall be at Customer’s
      expense in accordance with the provisions of Rule 2.


10.   TERM
      This Agreement shall be effective for five years following the date service is
      first rendered under the Applicable Rate Schedule. It is renewable for up to five
      additional years by mutual agreement of the Parties. Prior to renewal, Edison
      shall review and update Project viability and reestablish Project Parameters.


11.   COMMENCEMENT OF SERVICE
      Service under this Agreement will not begin until both Parties have signed this
      Agreement. Service under this Agreement will begin at the start of the first
      regular billing period under this Agreement that follows: 1) the Project
      Operating Date, or 2) 60 days following the signing of this Agreement by both
      Parties, whichever is later.

      In any event, service under this Agreement will not begin until the SSGDR
      meters required under this Agreement have been installed.


12.   TERMINATION
      12.1     Termination Without Penalty: This Agreement may be terminated by
               either Party upon two years’ written notice with no penalty for early
               termination.

      12.2     Termination with Liquidated Damages: If Customer fails to comply with
               any of the terms and conditions of the Applicable Rate Schedule or this
               Agreement, Edison may terminate this Agreement. If this Agreement is
               terminated by Edison for noncompliance, Customer will be subject to
               liquidated damages as provided below. Noncompliance includes, but is
               not limited to Customer terminating service under the Applicable Rate
               Schedule with less than two years written notice to Edison; Customer

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               fails to comply with the Full Service Requirements option, but for use
               other than backup power when Edison service is unavailable; or
               Customer fails to comply with the Partial Requirements Service option;
               Customer’s Site Average Thermal Load decreases below Site Minimum
               Thermal Load established herein (and thus no longer meets the
               requirements for a Qualifying Facility); Customer fails to provide
               information needed for Edison to determine Site Average Thermal Load;
               or Customer fails to pay any amounts due under the Applicable Rate
               Schedule within 30 days of receipt of notice of non-payment from
               Edison.

      12.3.    Effective Date of Termination: To avoid billing proration problems, the
               five-year termination of this Agreement, the termination of any
               extensions thereof, and any termination resulting from either party
               exercising its two-year early termination right shall be the end of the
               billing period that includes the termination date.


13.   LIQUIDATED DAMAGES
      13.1.    Upon termination of this Agreement prior to the end of its term (other
               than in accordance with Section 12.1), Customer shall be required to pay
               Edison a Liquidated Damages payment. The Liquidated Damages
               payment is required to ensure that neither Edison nor its ratepayers are
               financially or otherwise damaged if Customer chooses to prematurely
               terminate this Agreement.

      13.2     It would be extremely difficult for the Parties to identify the amounts of
               increased or additional costs attributable to Customer’s termination of
               this Agreement. Parties agree the Liquidated Damages specified herein
               are a reasonable approximation of damages which Edison and its
               ratepayers may incur as a result of such termination, and that the damage
               amount does not represent a penalty.

      13.3.    Agreement in Force for 30 Months or Less: If this Agreement has been
               in force for 30 months or less, Liquidated Damages shall be equal to the
               net present value (using the Interest Rate) of the difference between (1)
               the amount Customer would have paid for electricity from the time
               service was first rendered under the Applicable Rate Schedule to and
               including the date of termination, using only the Otherwise Applicable
               Tariff and (2) the amount actually billed to Customer during that period
               under the Applicable Rate Schedule, plus interest on that amount at the
               Interest Rate from the date of termination, until the date of payment.

      13.4.    Agreement in Force for Over 30 Months: If this Agreement has been in
               force for more than 30 months, Liquidated Damages shall be equal to the



Form 14-638                                -18-
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               net present value (using the Interest Rate) of the difference between (1)
               the amount Customer would have paid for electricity from the time
               service was first rendered under the Applicable Rate Schedule to and
               including the date of termination using only the Otherwise Applicable
               Tariff and (2) the amount actually billed to Customer during that period
               under the Applicable Rate Schedule, multiplied by a factor equal to one
               minus the ratio of the number of months the rate has been in effect in
               excess of 30 months divided by 30, plus interest on that amount at the
               Interest Rate from the date of termination until the date of payment.

      13.5.    Minimum Liquidated Damages: Liquidated damages shall never be less
               than 20% of the net present value (calculated using the Interest Rate) of
               the difference between (1) the amount Customer would have paid for
               electricity from the time service was first rendered under the Applicable
               Rate Schedule to and including the date of termination calculated using
               only the Otherwise Applicable Tariff and (2) the amount actually billed
               to Customer during that period calculated using Applicable Rate
               Schedule, plus interest on that amount at the Interest Rate from the date
               of termination until the date of payment.

      13.6.    The limitations of Rule 17 of Edison’s Commission-approved tariffs
               shall not apply to damages payable under this Agreement.


14.   UNCONTROLLABLE FORCE(S)
      14.1.    Neither Party shall be considered to be in default in the performance of
               any obligation under this Agreement, except for obligations to pay
               money, when and to the extent that failure of performance shall be
               caused by an Uncontrollable Force.

      14.2.    If either Party, because of an Uncontrollable Force, is rendered wholly or
               partly unable to perform its obligations under this Agreement, the Party
               shall be excused from whatever performance is affected by the
               Uncontrollable Force to the extent so affected provided that:

               14.2.1 The suspension of performance is of no greater scope and of no
                      longer duration than is required by the Uncontrollable Force.

               14.2.2. The nonperforming Party uses its best efforts to cure its inability
                       to perform. This subsection shall not require the settlement of
                       any strike, walkout, lockout or other labor dispute on terms
                       which, in the sole judgment of the Party involved in the dispute,
                       are contrary to its interest. It is understood and agreed that the
                       settlement of strikes, walkouts, lockouts or other labor disputes
                       shall be at the sole discretion of the Party having the difficulty.



Form 14-638                                 -19-
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               14.2.3. When the nonperforming Party is able to resume performance of
                       its obligations under this Agreement, that Party shall give the
                       other Party written notice to that effect immediately.

      14.3. Nonperformance due to Uncontrollable Force shall be excused provided
            a Party can demonstrate that the Uncontrollable Force was owing to
            causes outside its reasonable control and the occurrence or the
            Uncontrollable Force could not have been prevented by the exercise of
            due diligence as follows:

               14.3.1. From the date of the occurrence of the Uncontrollable Force,
                       provided the nonperforming Party has given the other Party
                       written notice describing the particulars of the occurrence within
                       two weeks of the event.

               14.3.2. From the date on which the nonperforming Party gives the other
                       Party written notice describing the particulars of the occurrence
                       of the Uncontrollable Force, if such written notice is given more
                       than two weeks after the Uncontrollable Force occurred.

               14.3.3. Specifically, if Customer experiences an Uncontrollable Force
                       that prevents Customer from complying with the Applicable
                       Schedule and this Agreement, Customer may request that Edison
                       suspend the terms of the Applicable Schedule and this Agreement
                       for the duration of the Uncontrollable Force. Customer will be
                       billed at the Otherwise Applicable Tariff for the duration of the
                       suspension of this Agreement. Resumption of the terms of the
                       Applicable Schedule and this Agreement shall commence with
                       the next regularly scheduled billing period. In addition, the term
                       of this Agreement will be extended beyond the term originally
                       established in this Agreement by the length of time this
                       Agreement was suspended.

      14.4.    If the Uncontrollable Force which causes the nonperformance (other than
               nonperformance of an obligation to pay money) is caused by the actions
               or inactions of legislative, judicial or regulatory agencies, or other proper
               authority, this Agreement may be amended to comply with the legal or
               regulatory change which caused nonperformance. Any such amendment
               must be first authorized by the Public Utilities Commission prior to
               implementation.


15.   DAMAGE LIMITATION
      Edison shall not be liable for any consequential, incidental, indirect, or special
      damages, whether in contract, tort, or strict liability including, but not limited to,
      loss of profits and loss of power resulting from power outages or other electric


Form 14-638                                 -20-
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      service interruptions or from Edison’s performance or nonperformance of its
      obligations under this Agreement or in the event of termination of this
      Agreement.


16.   INDEMNITY
      Customer shall, at its own cost and expense, defend, indemnify, and hold
      harmless Edison, its officers, agents, employees, assigns, and successors in
      interest, from and against any and all liability damages, losses, claims, demands,
      actions, cause of action, costs including attorney’s fees and expenses, or any of
      them, resulting from the death or injury to any person or damage to any property
      caused by Customer, its employees, officers and agents, or any of them, and
      arising out of the performance or non-performance of its obligations under this
      Agreement. Termination of this Agreement shall not exempt Customer from the
      terms and conditions of this Section.


17.   ASSIGNMENT OF AGREEMENT
      Customer may not assign this Agreement to a third party without the explicit
      written consent of Edison. Such permission must be in writing and signed by an
      authorized representative of Edison. Consent shall not be unreasonably
      withheld. Any assignment is subject to the jurisdiction of the California Public
      Utilities Commission.


18.   AMENDMENTS
      Any changes or amendments to this Agreement must be in writing and must be
      executed by Customer and Edison.


19.   NOTICE
      Any notice either Customer or Edison may wish to provide the other regarding
      this Agreement must be in writing. Such notice must be either hand-delivered or
      sent by U.S. registered mail, postage prepaid, to the person designated to receive
      notice for the other party below, or to such other address as either may designate
      by written notice. Notices delivered by hand shall be deemed effective when
      delivered. Notices delivered by mail shall be deemed effective when received,
      as acknowledged by the receipt of the certified or registered mailing.




Form 14-638                               -21-
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               Customer:     _____________________________________________
                             (name)
                             _____________________________________________
                             (title)
                             _____________________________________________
                             (party)
                             _____________________________________________
                             (address)
                             _____________________________________________
                             (city, state, & zip code)

                     Edison:                Manager, Pricing Design and Tariffs
                                            Southern California Edison Company
                                            2244 Walnut Grove Avenue
                                            Rosemead, CA 91770


20.   NONWAIVER

      The failure of either Party to enforce any of the terms and conditions or to
      exercise any right or privilege in this Agreement shall not be construed as a
      waiver of any such terms and conditions or rights or privileges, and the same
      shall continue and remain in force and effect as if no such failure to enforce or
      exercise had occurred.


21.   SEVERABILITY
      In the event that any of the provisions, or portions thereof, of this Agreement are
      held to be unenforceable or invalid by the Commission, or any court of
      competent jurisdiction, the validity and enforceability of the remaining
      provisions or any portion thereof shall not be affected. However, should either
      party determine, in good faith, that such unenforceability renders the remaining
      provisions of the Agreement economically infeasible or disadvantageous, said
      party may terminate this Agreement upon 15 days notice, and this Agreement
      shall be terminated at the end of this billing period that includes the 15th day of
      notice, subject to payment of the early termination fees specified in Section 12.


22.   APPLICABLE LAWS, RULES AND REGULATIONS
      Except as otherwise amended herein, Customer acknowledges that it is fully
      subject to all terms and conditions contained in Customer’s Otherwise
      Applicable Tariff, or its successor rate schedule, all of Edison’s rules, and all
      terms and conditions of service. However, any provision pertaining to either a
      peak period rate limiter or an average rate limiter does not apply. The Bill



Form 14-638                               -22-
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      Limiter provision of Schedule I-6 remains applicable to those Customers who
      are eligible for the Bill Limiter.

      Customer further acknowledges that this Agreement is also subject to, and
      interpreted under, the laws, rules, and regulations of the State of California and
      the Commission, and under Edison’s Electric Commission-approved Tariff
      Schedules and Rules. To the extent there are any inconsistencies between this
      Agreement and Edison’s other tariffs, this Agreement shall control.


23.   CALIFORNIA PUBLIC UTILITIES COMMISSION
      23.1.    This Agreement shall at all times be subject to such changes or
               modifications by the Commission as said Commission may, from time to
               time, direct in the exercise of its jurisdiction.

      23.2.    Notwithstanding any other provisions of this Agreement, Edison has the
               right to unilaterally file with the Commission, pursuant to the
               Commission’s rules and regulations, an application for a change in rates,
               charges, classification, service, or rule, or any agreement relating thereto.


24.   ENTIRE AGREEMENT
      This Agreement, including Edison’s tariffs as filed with the Public Utilities
      Commission, constitutes the sole, only, and entire agreement and understanding
      between the Parties as to the subject matter of this Agreement with respect to
      Applicable Rate Schedule. Prior agreements, commitments or representations,
      whether expressed or implied, and discussions between the Parties, shall not be
      construed to be a part of this Agreement.


25.   CUSTOMER AFFIDAVIT
      The Customer requesting service under Schedule SSGDR certifies and declares
      under penalty of perjury under the laws of the State of California that absent this
      Agreement and the Applicable Rate Schedule, the Customer would construct
      and operate the proposed Project.

      Customer has discussed with Edison the Energy Efficiency Improvement Option
      and by signing this Agreement indicates that he has elected to decline the
      Energy Efficiency Improvement Option.




Form 14-638                                 -23-
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26.     AUTHORIZATION SIGNATURES
        IN WITNESS WHEREOF, the Parties have caused this Agreement to be
        executed by their duly authorized agents to be effective on the date of Edison’s
        signature below.

      By: SOUTHERN CALIFORNIA                         By: CUSTOMER
           EDISON COMPANY


      (Signature)                                     (Signature)



      (Name)                                          (Name)



      (Title)                                         (Title)

      Southern California Edison Company

                                                      (Customer)



      (Date)                                          (Date)

                                                     [Customer must notarize signature]




Form 14-638                                -24-
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Southern California Edison                                      Revised    Cal. PUC Sheet No.    28660-E
Rosemead, California                               Cancelling   Revised    Cal. PUC Sheet No.    24149-E


                                                                                       Sheet 1




                              SIMPLIFIED SELF-GENERATION DEFERRAL
                                         RATE AGREEMENT

                                          Form 14-638




(To be inserted by utility)                     Issued by                 (To be inserted by Cal. PUC)
Advice     1600-E                            John R. Fielder              Date Filed Feb 4, 2002
Decision                                   Senior Vice President          Effective     Jan 19, 2001
1C0                                                                       Resolution
     SIMPLIFIED SELF-GENERATION DEFERRAL RATE AGREEMENT
           ENERGY EFFICIENCY IMPROVEMENT MEASURES


This Agreement is entered into between Account No. _________________,
___________________________________________ (“Customer”) located at
______________________________________________, and Southern California
Edison Company (“Edison”), located at 2244 Walnut Grove Avenue, Rosemead,
California 91770. This Agreement shall become effective as of the date set forth
beneath Edison’s signature on the signature page of this Agreement.

Edison has determined that Customer is eligible for the rates and charges in Schedule
SSGDR because it has elected to defer construction of its Project (as defined in
Appendix B).

Customer has elected instead to participate in the Energy Efficiency Improvement Option
offered in Schedule SSGDR in lieu of the reduced rates and charges of Schedule SSGDR.
The purpose of this Agreement is to establish the terms and conditions of the Energy
Efficiency Improvement Option for Customer.

This is a filed form tariff agreement authorized by the California Public Utilities
Commission ("Commission") for use by Edison. No officer, inspector, solicitor, agent, or
employee of Edison has any authority to waive, alter, or amend any part of this
Agreement except as provided herein or as authorized by the Commission. This
Agreement is to be used in lieu of rates and charges of Schedule SSGDR of Edison's
Commission-approved tariffs, and supplements the terms and conditions of Customer's
electric service under Customer's Otherwise Applicable Tariff, which is Schedule
__________________, and all related agreements.

Customer has the option of negotiating a discount contract with different terms and
conditions from those contained in this Agreement. A negotiated contract may contain a
more lenient early termination provision in exchange for commensurate changes in the
discount or credit provided by this Agreement. However, a negotiated contract cannot
be made effective until it has been authorized by an expedited regulatory review process
by the Public Utilities Commission. Customer is aware of this option and chooses to
enter into this Agreement.

Capitalized words used, but not defined, in this Agreement shall have the meanings given
those words in Appendix A, attached hereto.

The Parties agree as follows:

1.     ENERGY EFFICIENCY IMPROVEMENT MEASURES FUNDING
       LEVEL


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     By signing this Agreement, Customer elects to be paid EEIM Payment(s) for
     qualified Energy Efficiency Improvement Measures (EEIMs). The maximum
     amount of EEIM Payments for all EEIMs shall be equal to Edison’s estimate of
     the net present value (“NPV”) of the difference between the forecast electrical
     bill under the Customer’s Otherwise Applicable Tariff and the reduced rates and
     charges under the Customer’s Applicable Rate Schedule. The maximum
     amount determined by Edison for this Agreement is specified in Section 2.2.
     The NPV is calculated as of the date service is first rendered over the five-year
     term of this Agreement using Edison’s projected rate and index adjustments
     germane to such calculations.

     All of Customer’s Recorded Demand and Recorded Energy shall be billed at
     Customer’s Otherwise Applicable Tariff.

2.   ENERGY EFFICIENCY IMPROVEMENT MEASURES
     2.1.   EEIM Requirements

     The EEIMs shall be verified by Edison prior to installation of such measures, to
     be in compliance with the Commission’s guidelines (that are in effect on the
     date that Customer submits qualifying data on such EEIMs to Edison for
     verification) for such projects, including the cost-effectiveness of such measures
     as determined by Commission approved cost-effectiveness tests.

     The EEIMs shall be operational within twenty-four (24) months following the
     Project Operating Date, subject to extension to accommodate any delay caused
     by any Uncontrollable Force(s).

     Customer shall install and maintain the EEIMs in operable condition during the
     term of the Agreement. Edison shall have the right to confirm that the installed
     EEIMs conform to the proposed measures, and have been accepted by the
     Customer for operation before reimbursing Customer for the cost of such
     measures. Edison also reserves the right to verify installation costs of the
     EEIMs.

     2.2.   EEIM Payments

     Customer shall notify Edison within 30 days after each EEIM becomes
     operational.

     Following installation and operation of each EEIM, Edison shall reimburse
     Customer for the cost of such measure in the form of an EEIM Payment (less
     any rebates or reimbursements received from other companies for such measure)
     up to a maximum aggregate amount of $_________________ for all EEIMs.



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       The EEIM Payment for each EEIM shall be made within 60 days following the
       date Edison verifies that the installed EEIM conforms to the proposed measures
       and is operable.

       Edison shall not be required to reimburse Customer pursuant to this Agreement
       for any EEIMs that are not installed and operational before the date specified
       above in Section 2.1.

       2.3.   Other Edison Rebate/Reimbursement Programs

       Customer may be eligible to receive rebates or reimbursements from other
       Edison programs for the EEIMs installed pursuant to this Agreement. If
       Customer receives payments from other Edison rebate or reimbursement
       programs for the EEIMs specified herein, the total payments for such EIMs from
       Edison (including other Edison rebates and reimbursements) shall not exceed
       the amount specified above in Section 2.2. The total payments made to
       Customer as reimbursements and rebates from Edison for an EEIM shall not
       exceed the total installed cost of such EEIM.

       2.4.   Revisions To EEIMs

       During the first 12 months of this Agreement, Customer may revise the list of
       EEIMs, provided that all EEIMs are acceptable to Edison and comply with the
       provisions of this section.

2.5    Security Requirement

       Before Edison makes an EEIM Payment, Customer must provide Edison with
       adequate security by posting a letter of credit, surety bond, or other mutually
       agreed upon form of security, for the full amount of the EEIM Payoff Amount
       during the term of this Agreement. The security may be drawn upon termination
       of this Agreement prior to the end of its term to pay the EEIM Payoff Amounts
       due at that time.

       Customer may choose to pay for a credit review and petition Edison for a waiver
       of this security requirement. If such an arrangement is agreed to by Edison, a
       periodic financial statement analysis will be performed by Edison to determine
       Customer’s financial condition. Edison will require establishment of security to
       ensure payment of any EEIM Payoff Amounts if the periodic financial statement
       analysis indicates a deterioration of the Customer’s financial condition.

3.     WAIVER
      The choice of equipment and technology, selection of contractors, purchase of
      materials, work performed, and the payment thereof are Customer’s sole
      responsibility. Customer waives any claims against Edison arising out of the
      installation and use of the EEIMs. Edison makes no representations regarding
Form 14-639                                3
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     contractors, dealers, equipment, material or workmanship related to the EEIMs
     or technology or regarding the effectiveness of any EEIM or compliance with
     any laws or regulations. Edison does not endorse specific products or
     manufacturers.

     EDISON DOES NOT REPRESENT ANY EXPRESSED, IMPLIED OR
     PROSPECTIVE WARRANTY, INCLUDING ANY WARRANTY OF
     MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR
     APPLICATION.

4.   MINIMUM ELECTRICAL PURCHASE REQUIREMENTS
     4.1.   Minimum Purchase Requirements

     During the term of this Agreement, as consideration for the EEIM Payments to
     be made by Edison pursuant to this Agreement, Customer agrees to purchase a
     minimum amount of electrical energy during each Time-of-Use Period as
     defined in the Otherwise Applicable Tariff that is equal to the Project Net
     Output multiplied by the number of hours in each Time-of-Use Period whether
     or not such electrical energy is actually used.

     4.2.   Backup Service

     Customer shall not construct the Project or, except as provided below, operate
     the electric generation equipment using electrical output from said Project at
     Customer’s site during the term of the Agreement.

     When service is unavailable, Customer may serve the Customer Site electrical
     load from Backup equipment pursuant to the provisions of Edison’s tariff
     schedules.

5.   SUPPORTING DOCUMENTATION REQUIRED
     Customer agrees to provide Edison with documentation satisfactory to Edison to
     enable Edison to evaluate the technical and financial viability of the Project; to
     establish the proposed Project Parameters set forth in Appendix B; and to select
     the applicable parameters from the Assumptions Matrices. Customer agrees to
     furnish additional documentation, if necessary to implement and administer this
     Agreement.

     Documentation regarding the Project includes, but is not limited to, thermal
     loads, operational data, and fuel cost data; capital and operating costs; financial
     analysis to demonstrate financial viability assuming 100% equity investment in

Form 14-639                                 4
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     the Project; and proof of ability to obtain permits as indicated by either copies of
     pertinent permits or a letter from the Air Quality Management District (or other
     appropriate permitting agency) stating that Customer’s Application to construct
     and/or operate its Project has been deemed complete, or other documentation
     demonstrating that Customer can obtain or maintain necessary permits for
     construction and operation.

6.   SITE THERMAL LOAD
     During the term of this Agreement, Customer shall maintain the Site Useful
     Thermal Load in excess of the Site Minimum Thermal Load specified in the
     Project Parameters (Appendix B). Customer agrees to allow regular review of
     site thermal load to determine Project viability, Qualifying Facility status, Site
     Useful Thermal Load and Site Average Thermal Load. At the time of initial
     Customer qualification for the Applicable Rate Schedule and this Agreement,
     Edison will determine the appropriate method for the ongoing determination of
     Site Useful Thermal Load.

     6.1.   If either of the following conditions are met, Direct Thermal Load
            Metering will be required:

            a.    Customer’s Site Average Thermal Load is less than 150% of
                  Project Net Thermal Output, and Site Useful Thermal Load has
                  significant hourly fluctuations (Site Useful Thermal Load varies
                  more than plus or minus thirty percent (30%) from Site Average
                  Thermal Load); or

            b.    Customer’s Site Useful Thermal Load, at any time, (on an hourly
                  basis) is less than Project Net Thermal Output.

            Whether the Project meets the above criteria shall be determined solely
            by Edison, and may be based on Edison’s engineering estimates or upon
            recorded information acceptable to Edison. If the Customer does not
            meet one of the above conditions, the Audit of Fuel Bills method
            described below shall be used to determine Site Useful Thermal Load.

     6.2.   Direct Thermal Load Metering: When Direct Thermal Load Metering is
            required, one of the following thermal load metering methods will be
            used on Customer’s premises and at Customer’s expense, to determine
            Customer’s Site Useful Thermal Load on a time-of-use basis:

            a.    Measurement of fuel used in the Alternative Thermal Supply
                  System, or

            b.    Measurement of thermal supply (steam flow, Btu per hour, etc.)
                  provided by the Alternative Thermal Supply System.

Form 14-639                                 5
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            Edison shall determine which method applies based upon the location of
            appropriate metering equipment. Customer’s primary metering element
            in the thermal metering system must comply with Edison’s metering
            requirements for billing accuracy, and shall have an output signal
            compatible with Edison’s time-of-use recording devices.

     6.3.   Audit of Fuel Bills: Customers for whom direct thermal load metering is
            not required will have Site Average Thermal Load verified by an audit of
            Customer’s monthly fuel bills. Customer shall, by the end of each
            month, submit a copy of Customer’s monthly invoices for all fuels used
            to serve site thermal load during the prior month. In addition, Customer
            must provide all calculations and other supporting documentation that
            are required to determine Site Useful Thermal Load using this method.

            If Customer is unable or unwilling to provide all of the information
            necessary to determine Site Useful Thermal Load, then Edison may
            require direct thermal load metering as described above.

     6.4.   An “X” in the space below indicates how Customer’s Site Useful
            Thermal Load is to be monitored. This section is to be completed by
            Edison:

                   _____ Direct measurement of fuel supply (Section 6.2.a)

                   _____ Direct measurement of thermal supply (Section 6.2.b)

                   _____ Audit of Fuel Bills, if eligible (Section 6.3)

7.   COMPETITION TRANSITION CHARGES
     In addition to all other charges, Customer shall pay Competition Transition
     Charge (CTC) according to Customer’s Otherwise Applicable Tariff and
     Preliminary Statement, Part W. The expiration or termination of this Agreement
     does not affect any obligation to pay CTC.

8.   SSGDR METER/METER LOCATION
     Customer must have available metering that offers electrical and two-way
     communication and associated information services not available through
     Edison’s conventional meters. The information services provided include, but
     are not limited to, two-way data communication with Edison and information for
     load management control.

     Customer shall provide an agreed-upon location for the installation of metering
     on Customer’s premises. The metering must be at all times accessible to Edison
     for inspection, reading, and testing. Any metering installed necessary for

Form 14-639                               6
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      Customer to receive service under this Agreement shall be at Customer’s
      expense in accordance with the provisions of Rule 2.

9.    TERM
      This Agreement shall be effective for five years following the date service is
      first rendered under this Agreement. It is renewable for up to five additional
      years by mutual agreement of the Parties if Customer remains qualified for the
      Applicable Rate Schedule. As a condition of renewal, Edison shall review and
      update Project viability, reestablish Project Parameters, revise EEIM Payment
      values, and Customer shall propose the addition of new EEIMs.

      Service under this Agreement will not begin until both Parties have signed this
      Agreement. Service under this Agreement will begin at the start of the first
      regular billing period that follows: (1) the Project Operating Date; or (2) 60
      days following the signing of this Agreement by both Parties, whichever is later.

      In any event, service under the Agreement will not begin until SSGDR meters
      required under the Agreement have been installed.

10.   TERMINATION AND REMEDIES
      10.1.   Early Termination by Either Party

      Either Party may terminate this Agreement upon two-years’ written notice given
      at any time to the other Party.

      If this Agreement is terminated by either Party, at termination Customer shall
      pay Edison the EEIM Payoff Amount(s) for all of the EEIMs installed and paid
      for by Edison.

      10.2.   Termination for Noncompliance

      If Customer fails to comply with any of the terms and conditions of the
      Applicable Rate Schedule or this Agreement, Edison may terminate this
      Agreement upon 30 days’ written notice. If this Agreement is terminated by
      Edison for noncompliance, at termination Customer shall pay Edison the EEIM
      Payoff Amount for all EEIMs installed and paid for by Edison. Noncompliance
      includes, but is not limited to, the following: Customer’s Site Average Thermal
      Load decreases below Site Minimum Thermal Load established herein (and thus
      no longer meets the requirements for a Qualifying Facility); Customer fails to
      provide information needed for




Form 14-639                                 7
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      Edison to determine Site Average Thermal Load; or Customer fails to pay any
      amounts due under the Applicable Rate Schedule within 30 days of receipt of
      notice of nonpayment from Edison.

      10.3.   Termination for Nonmaintenance of EEIM

      If Customer fails to maintain an EEIM in operable condition, and fails to cure
      the deficiency within thirty (30) days after receiving notice from Edison of
      failure to correct such action, then Customer shall pay Edison an amount equal
      to the EEIM Payoff Amount applicable to the inoperable EEIM calculated
      pursuant to Appendix E, EEIMs Payoff.

      10.4.   The EEIM Payoff Amounts are required to ensure that neither Edison
              nor its ratepayers are financially or otherwise damaged if either Party
              chooses to prematurely terminate this Agreement.

      It would be extremely difficult for the Parties to identify the amounts of
      increased or additional costs attributable to termination of this Agreement.
      Parties agree the EEIM Payoff Amounts specified herein are a reasonable
      approximation of damages which Edison and its ratepayers may incur as a result
      of such termination, and that the damage amount does not represent a penalty.

      10.5.   The limitations of Rule 17 of Edison’s Commission-approved tariffs
              shall not apply to EEIM Payoff Amounts payable under this Agreement.

      10.6.   Edison may draw on the letter of credit or other security provided
              pursuant to Section 2.5 for any EEIM Payoff Amounts required pursuant
              to this Section 10.

11.   UNCONTROLLABLE FORCE(S)
      11.1.   Neither Party shall be considered to be in default in the performance of
              any obligation under this Agreement, except for obligations to pay
              money for electricity consumed, when and to the extent that failure of
              performance shall be caused by an Uncontrollable Force.

      11.2.   If either Party, because of an Uncontrollable Force, is rendered wholly or
              partly unable to perform its obligations under this Agreement, the Party
              shall be excused from whatever performance is affected by the
              Uncontrollable Force to the extent so affected, provided that:

              11.2.1. The suspension of performance is of no greater scope and of no
                      longer duration than is required by the Uncontrollable Force.

              11.2.2. The nonperforming Party uses its best efforts to cure its inability
                      to perform. This subsection shall not require the settlement of
                      any strike, walkout, lockout, or other labor dispute on terms
Form 14-639                                  8
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                     which, in the sole judgment of the Party involved in the dispute,
                     are contrary to its interest. It is understood and agreed that the
                     settlement of strikes, walkouts, lockouts, or other labor disputes
                     shall be at the sole discretion of the Party having the difficulty.

              11.2.3. When the nonperforming Party is able to resume performance of
                      its obligations under this Agreement, that Party shall give the
                      other Party written notice to that effect immediately.

      11.3.   Nonperformance due to Uncontrollable Force shall be excused provided
              Party can demonstrate that the Uncontrollable Force was owing to causes
              outside its reasonable control and the occurrence or the Uncontrollable
              Force could not have been prevented by the exercise of due diligence as
              follows:

              11.3.1. From the date of the occurrence of the Uncontrollable Force,
                      provided the nonperforming Party has given the other Party
                      written notice describing the particulars of the occurrence within
                      two weeks of the event.

              11.3.2. From the date on which the nonperforming Party gives the other
                      Party written notice describing the particulars of the occurrence
                      of the Uncontrollable Force, if such written notice is given more
                      than two weeks after the Uncontrollable Force occurred.

              11.3.3. Specifically, if Customer experiences an Uncontrollable Force
                      that prevents Customer from complying with this Agreement,
                      Customer may request that Edison suspend the terms of this
                      Agreement for the duration of the Uncontrollable Force. In
                      addition, the term of the Agreement will be extended beyond the
                      original term by the length of time this Agreement was
                      suspended, provided that the duration of the suspension does not
                      exceed six consecutive months. If any suspension under this
                      section exceeds six consecutive months, then this Agreement
                      shall terminate and Customer shall pay Edison the EEIM Payoff
                      Amount(s) within 30 days after termination.

      11.4.   If the Uncontrollable Force which causes the nonperformance (other than
              nonperformance of an obligation to pay money) is caused by the actions
              or inactions of legislative, judicial, or regulatory agencies, or other
              proper authority, this Agreement may be amended to comply with the
              legal or regulatory change which caused nonperformance. Any such
              amendment must be first authorized by the Public Utilities Commission
              prior to implementation.

12.   DAMAGE LIMITATION
Form 14-639                                  9
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      Edison shall not be liable for any consequential, incidental, indirect, or special
      damages, whether in contract, tort, or strict liability including, but not limited to,
      loss of profits and loss of power resulting from power outages or other electric
      service interruptions or from Edison’s performance or nonperformance of its
      obligations under this Agreement or in the event of termination of this
      Agreement.

13.   INDEMNITY
      Customer shall, at its own cost and expense, defend, indemnify, and hold
      harmless Edison, it officers, agents, employees, assigns, and successors in
      interest, form, and against any and all liability damages, losses, claims,
      demands, actions, cause of action, costs including attorney’s fees and expenses,
      or any of them, resulting from the death or injury to any person or damage to
      any property caused by Customer, its employees, officers and agents, or any of
      them, and arising out of the performance or nonperformance of its obligations
      under this Agreement. Termination of this Agreement shall not exempt
      Customer from the terms and conditions of this section.

14.   ASSIGNMENT OF AGREEMENT
      Customer may not assign this Agreement to a third party without the explicit
      written consent of Edison. Such permission must be in writing and signed by an
      authorized representative of Edison. Consent shall not be unreasonably
      withheld. Any assignment is subject to the jurisdiction of the California Public
      Utilities Commission.

15.   AMENDMENTS
      Any changes or amendments to this Agreement must be in writing and must be
      executed by Customer and Edison.

16.   NOTICES
      Except as otherwise specifically provided herein, any notice either Customer or
      Edison may wish to provide the other regarding this Agreement must be in
      writing. Such notice must be either hand-delivered or sent by U. S. registered
      mail, postage prepaid, to the person designated to receive notice for the other
      party below, or to such other address as either may designate by written notice.
      Notices delivered by hand shall be deemed effective when delivered. Notices
      delivered by mail shall be deemed effective when received, as acknowledged by
      the receipt of the certified or registered mailing.

             Customer:
                                                    (name)

Form 14-639                                  10
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                                                    (title)

                                                   (party)

                                                  (address)

                                           (city, state, & zip code)


             Edison:               Manager, Pricing Design and Tariffs
                                   Southern California Edison Company
                                       2244 Walnut Grove Avenue
                                       Rosemead, California 91770

17.   NONWAIVER
      The failure of either Party to enforce any of the terms and conditions or to
      exercise any right or privilege in this Agreement shall not be construed as a
      waiver of any such terms and conditions or rights or privileges, and the same
      shall continue and remain in force and effect as if no such failure to enforce or
      exercise had occurred.

18.   SEVERABILITY
      In the event that any of the provisions, or portions thereof, of this Agreement are
      held to be unenforceable or invalid by the Commission, or any court of
      competent jurisdiction, the validity and enforceability of the remaining
      provisions or any portion thereof shall not be affected. However, should either
      party determine, in good faith, that such unenforceability renders the remaining
      provisions of the Agreement economically infeasible or disadvantageous, said
      party may terminate this Agreement upon 15 days’ notice, and this Agreement
      shall be terminated at the end of this billing period that includes the 15th day of
      notice, subject to payment by Customer of the EEIM Payoff Amount(s)
      specified in Appendix E.

19.   APPLICABLE LAWS, RULES AND REGULATIONS
      Except as otherwise amended herein, Customer acknowledges that it is fully
      subject to all terms and conditions contained in Customer’s Otherwise
      Applicable Tariff, or its successor rate schedule, all of Edison’s rules, and all
      terms and conditions of service. However, any provision pertaining to either a
      peak period rate limiter or an average rate limiter does not apply. The Bill
      Limiter provision of Schedule I-6 remains applicable to those Customers who
      are eligible for the Bill Limiter.


Form 14-639                                 11
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      Customer further acknowledges that this Agreement is also subject to, and
      interpreted under, the laws, rules, and regulations of the State of California and
      the Commission, and under Edison’s Electric Commission-approved Tariff
      Schedules and Rules. To the extent there are any inconsistencies between this
      Agreement and Edison’s other tariffs, this Agreement shall control.

20.   CALIFORNIA PUBLIC UTILITIES COMMISSION
      20.1.   This Agreement shall at all times be subject to such changes or
              modifications by the Commission as said Commission may, from time to
              time, direct in the exercise of its jurisdiction.

      20.2.   Notwithstanding any other provisions of this Agreement, Edison has the
              right to unilaterally file with the Commission, pursuant to the
              Commission’s rules and regulations, an application for a change in rates,
              charges, classification, service, or rule, or any agreement relating thereto.

21.   ENTIRE AGREEMENT
      This Agreement, including Edison’s tariffs as filed with the Public Utilities
      Commission, constitutes the sole, only, and entire agreement and understanding
      between the Parties as to the subject matter of this Agreement with respect to the
      Applicable Rate Schedule. Prior agreements, commitments, or representations,
      whether expressed or implied, and discussions between the Parties, shall not be
      construed to be a part of this Agreement.

22.   CUSTOMER AFFIDAVIT
      The Customer requesting service under Schedule SSGDR certifies and declares
      under penalty of perjury under the laws of the State of California that, absent
      this Agreement and the Applicable Rate Schedule, the Customer would
      construct and operate the proposed Project.

      Customer has discussed with Edison the Efficiency Improvement Option and by
      signing this Agreement indicates that he has chosen the Energy Efficiency
      Option, in lieu of the Applicable Rate Schedule’s tariff rates.

      Customer acknowledges that Edison has the right to verify any supporting
      documentation and statements Customer has made in support of this Affidavit
      and application for the Applicable Rate Schedule.

23.   AUTHORIZATION SIGNATURES
      IN WITNESS WHEREOF, the Parties have caused this Agreement to be
      executed by their duly authorized agents to be effective on the date of Edison’s
      signature below.
Form 14-639                                  12
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   By: SOUTHERN CALIFORNIA                     By: CUSTOMER
       EDISON COMPANY

               (Signature)                                  (Signature)

                 (Name)                                       (Name)

                  (Title)                                     (Title)

    Southern California Edison Company

                                                            (Customer)

                  (Date)                                      (Date)




                                              (Customer must notarize signature)




Form 14-639                              13
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               APPENDIX A
               DEFINITIONS




Form 14-639
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                                    APPENDIX A



DEFINITIONS

      As used in this Agreement, the following terms shall have the following
meanings:

      1.    Agreement: This document and appendices, as amended from time to
            time.

      2.    Applicable Rate Schedule: Schedule SSGDR for a Cogeneration Project
            that is deferred,

      3.    Alternate Thermal Supply System: A boiler, hot water heater, or other
            thermal supply equipment that is used in lieu of the Project to supply
            thermal energy to Site Useful Thermal Load.

      4.    Assumptions Matrices: Generic project parameters established by Edison
            and set forth in Appendix C for internal combustion engines and
            combustion turbines.

      5.    Backup: The use of Customer-owned generation equipment to serve
            Customer’s load during periods when service is unavailable from a
            supplier that delivers electricity over Edison's transmission and
            distribution system.

      6.    Cogeneration Project: The facility and equipment which sequentially
            generate thermal and electrical energy as defined in Title 18, Code of
            Federal Regulations (“CFR”), Section 292.202, as effective on execution
            of this Agreement or as amended from time to time.

      7.    Commission: The Public Utilities Commission of the State of California




Form 14-639                                A-1
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     8.    Competition Transition Charges: In addition to all other Charges,
           Customer shall pay Competition Transition Charge (CTC) according to
           Customer’s Otherwise Applicable Tariff and Preliminary Statement,
           Part W. The expiration or termination of this Agreement does not affect
           any obligation to pay CTC.

     9.    Customer: Customer as defined in Edison’s Rule 1.

     10.   Deferral Customer: A Customer that has agreed to defer construction of a
           Cogeneration Project.

     11.   Edison: The Southern California Edison Company.

     12.   EEIM Payment: The amount Edison agrees to reimburse Customer for
           installation of Energy Efficiency Improvement Measures (“EEIMs”).

     13.   EEIM Payoff Amount: The amount Customer must pay Edison upon
           termination of the Agreement prior to the end of its term, calculated
           pursuant to Appendix E (as such schedule may be revised from time to
           time to reflect changes in the EEIMs).

     14.   EEIMs: Edison - approved Energy Efficiency Improvement Measures to
           be implemented by Customer pursuant to this Agreement which result in
           energy conservation and/or maximum utilization of electrical and/or
           thermal energy at the Customer Site. Initial EEIMs are specified in
           Appendix D.




Form 14-639                               A-2
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       15.   Otherwise Applicable Tariff: The rate schedule and all associated
             agreements and related tariffs under which Customer was taking electric
             service from Edison prior to signing this Agreement, and any successor
             schedule upon which Customer’s charges pursuant to this Agreement are
             based.

       16.   Party, Parties: The parties to this Agreement are Edison and Customer, as
             defined above.

       17.   Project: Customer’s proposed Cogeneration Project that was used to
             qualify Customer for Schedule SSGDR.

       18.   Project Auxiliaries Load: The total expected load (kW) of the auxiliary
             equipment that would have been used solely for the operation and
             maintenance of the Project.

       19.   Project Net Electrical Output: Project Operating Level of the Project less
             Project Auxiliaries Load. It is also equal to the estimated annual average
             net energy output of the Project divided by number of hours in the year
             that the Project is expected to be available.

       20.   Project Net Thermal Output: The average net useful thermal heat (Btu per
             hour) that is produced by the Project operating at the Project Operating
             Level. For purposes of this Agreement, Project Net Thermal Output shall
             be calculated as Project Operating Level multiplied by Maximum Thermal
             Credit (Btu per hour per kW) specified in Appendix C, Assumptions
             Matrices.

       21.   Project Operating Date: The later of either: (a) the date determined by
             Edison that the Project if constructed would have been operational or (b)
             the actual operating date of a new electric chiller that is associated with the
            Project.
Form 14-639                                  A-3
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     22.   Project Operating Level: The expected average gross operating level (kW)
           of the Project.

     23.   Project Rated Capacity: The “nameplate” rating of the Project.

     24.   Project Total Installed Cost: The total construction costs of the Project
           (including, but not limited to, equipment and installation costs for the
           engine-generator, heat recovery equipment, absorption chiller equipment,
           emission control equipment, related support equipment, and engineering
           and initial permitting costs), excluding any SSGDR Added Facilities costs.

     25.   Project Average Heat Rate: The total energy (Btu per hour) required by
           the Project operating at the Project Operating Level divided by the Project
           Operating Level (kW). Such calculation shall be based upon the
           appropriate higher heating values (“HHV”) of natural gas.

     26.   Qualifying Facility: A cogeneration or small power production facility
           which meets the criteria as defined in Title 18, C.F.R., Section 292.201
           through 292.207, as amended from time to time.

     27.   Recorded Demand: The demand recorded at Customer’s site as measured
           by Edison electrical meters.

     28.   Recorded Energy: The energy associated with Customer’s Recorded
           Demand.

     29.   Site Average Thermal Load: The average energy usage rates (Btu per
           hour) of an existing or proposed thermal load at Customer’s site, all or a
           part of which would have been served by the Project during the Project
           Operating Hours.

     30.   Site Minimum Electrical Demand: The minimum electrical demand that
           has occurred at Customer’s site during the 12 months preceeding the
           effective date of this Agreement.
Form 14-639                                A-4
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     31.   Site Minimum Thermal Load: The required minimum Site Useful Thermal
           Load that must exist at Customer’s site in order for the Project to meet the
           requirements of a Qualifying Facility. The Site Minimum Thermal Load
           equals the Minimum Thermal Load value specified in the Assumptions
           Matrices multiplied by the Project Operating Level.

     32.   Site Useful Thermal Load: The thermal load on Customer’s site that can
           use the thermal energy produced by the Project. Site Useful Thermal Load
           includes Absorption Chiller Thermal Load, if applicable.

     33.   SSGDR Added Facilities: All electrical interconnection facilities that
           would have been required to be installed by Edison in order to
           accommodate the Project.

     34.   Time-of-Use Period: The Time-of-Use Periods are defined in
           Schedule TOU-8 for retail sales under Schedule TOU-8 and for purchases
           by Edison from Qualifying Facilities.

     35.   Uncontrollable Force(s): An Uncontrollable Force is an event or
           occurrence due to influences outside the reasonable control of either or
           both Parties that could not have been prevented by the exercise of due
           diligence.




Form 14-639                               A-5
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                   APPENDIX B
               PROJECT PARAMETERS
               ASSUMPTION MATRICES




Form 14-639
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                                   APPENDIX B

                            PROJECT PARAMETERS
                           ASSUMPTIONS MATRICES

1.   PROJECT PARAMETERS
     The project parameters listed below are a summary of the Project characteristics
     that are unique to that Project. These parameters, together with the generic
     parameters listed in Appendix C, Assumptions Matrices, shall be used to define
     the operating characteristics of the Project.
     1.1.   Type of Project:                  (CHECK APPROPRIATE PROJECT)
     Combustion Turbine                       _____
     Internal Combustion Engine               _____
     1.2.   Project Parameters:
     The following information is established or computed by Edison based on
     information supplied by Customer:
               Project Rated Capacity                         ______________ kW
               Project Operating Level                        ______________ kW
               Project Auxiliary Load                         ______________ kW
               Project Net Electrical Output                  ______________ kW
               Project Average Heat Rate                      ___________ Btu per kWh (HHV)
               Project Net Thermal Output                     ______________ Btu per Hour
               Project Operating Date (Expected)              ______________
               Project Total Installed Cost                   $ _____________
               Cost of SSGDR Added Facilities                 $ _____________
               Site Average Thermal Load*                     ______________ Btu per Hour
               Site Useful Thermal Load*                      ______________ Btu per Hour
               Site Minimum Thermal Load (for PURPA           ______________ Btu per Hour
               qualification)*
               Site Minimum Electrical Demand                 ______________ kW
               _____________________

               *      Includes Absorption Chiller Thermal Load if applicable.




Form 14-639                                   B-1
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                       APPENDIX C
               SSGDR ASSUMPTIONS MATRICES

               • INTERNAL COMBUSTION ENGINES
                   • COMBUSTION TURBINES




Form 14-639
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                    APPENDIX D
                 ENERGY EFFICIENCY
               IMPROVEMENT MEASURES




Form 14-639
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                                    APPENDIX D



                              ENERGY EFFICIENCY

                          IMPROVEMENT MEASURES


     ENERGY EFFICIENCY IMPROVEMENT MEASURES

1.   COMMISSION DECISION Per Commission Decision 88-07-058: “. . .
     (Customer) may choose a contract based entirely on rate discounts, a contract
     based entirely on conservation items with all electricity sold at tariff rates, or a
     contract based on a mixture of rate discounts and conservation items. However,
     the utility’s cost of conservation items plus the net present value of any discount
     from tariff rates may not exceed the net present value of the total discount from
     tariff rates that the utility and the Customer would have agreed to in the absence
     of the conservation option. . . .”

2.   CUSTOMER ACKNOWLEDGES that Edison has extended an offer to fund
     the installation of certain Energy Efficiency Improvement Measures at the
     Customer Site. Customer has accepted the offer, and had identified the
     following EEIMs for possible installation pursuant to the provisions of this
     Agreement:

     2.1



     2.2



     2.3




Form 14-639                                D-1
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     2.4



     2.5



     2.6




     3.    QUALIFICATION AND VERIFICATION OF ENERGY
           EFFICIENCY IMPROVEMENT MEASURES

           Customer shall submit to Edison, for approval, detailed descriptions of
           the proposed EEIMs, including schematics, and energy calculations
           before and after installation of the EEIMs for determination by Edison of
           compliance with the Commission approved cost-effectiveness tests.




Form 14-639                             D-2
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                         APPENDIX E
               ENERGY EFFICIENCY IMPROVEMENT
                     MEASURES PAYOFF




Form 14-639
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                                APPENDIX E



          ENERGY EFFICIENCY IMPROVEMENT MEASURES

                                   PAYOFF



     1.    ENERGY EFFICIENCY IMPROVEMENT MEASURES PAYOFF

           As provided in the Agreement, under certain circumstances, Edison has
           the right to recover from Customer an EEIM Payoff Amount for some or
           all of the EEIMs. The EEIM Payoff Amount for each EEIM shall be as
           follows:

           1.1    From the beginning of service under the Agreement through the
                  30th month, the EEIM Payoff Amount shall be equal to the NPV
                  at the time of termination of the Agreement of all EEIM
                  Payments. NPV shall be determined using the monthly interest
                  rate(s) reported in Edison’s Preliminary Statement, Part G.3.D.

           1.2    If the Agreement has been in effect for 30 months, or more, the
                  EEIM Payoff shall be equal to the NPV of all EEIM Payments
                  made to the Customer multiplied by a factor equal to one minus
                  the ratio of the number of months the rate has been in effect in
                  excess of 30 months divided by 30. NPV shall be determined
                  using the monthly interest rate(s) reported in Edison’s
                  Preliminary Statement, Part G.3.D.




Form 14-639                             E-1
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     2.    An EEIM Payoff Amount shall be determined separately for each EEIM.
           Attachment E-1 illustrates a Payoff Schedule for an EEIM that received
           a $100,000 EEIM Payment.




Form 14-639                            E-2
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Southern California Edison                                        Revised Cal. PUC Sheet No.     24150-E
Rosemead, California                                    Cancelling Original Cal. PUC Sheet No.   21636-E




                              SIMPLIFIED SELF-GENERATION DEFERRAL
                                       RATE AGREEMENT
                         ENERGY EFFICIENCY IMPROVEMENT MEASURES


                                          Form 14-639




(To be inserted by utility)                    Issued by             (To be inserted by Cal. PUC)
Advice 1245-E-C                               John Fielder           Date Filed        Jun 10, 1998
Decision 97-08-056                                                   Effective         Jan 01, 1998
CompWord.doc                                 Vice President          Resolution          E-3510
              NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
                   FOR EDISON’S FLEXIBLE PRICING OPTION
                       CONTRACTS AND INFORMATION

      THIS AGREEMENT is made and entered into by and between
_____________________________ (“Company”), and ____________________________
(“Undersigned”), authorized agent of Company (collectively, the “Receiving Party”) and
SOUTHERN CALIFORNIA EDISON COMPANY (“Edison”) on the date set forth below.

        WHEREAS in D.96-08-025, the California Public Utilities Commission provided that
Edison contracts with customers containing flexible pricing options and documents essential to
review of those contracts (collectively, the “FPO Documents”) are to be made available for
inspection by persons other than competitors thereof; and,

       WHEREAS the FPO Documents contain information which the parties with whom
Edison contracted (“Edison Customers”) deem to constitute trade secrets, proprietary data,
and/or commercial or financial information, disclosure of which may have an adverse impact on
Edison Customers’ competitive positions in their respective markets (“Customer Confidential
Information”); and,

        WHEREAS the FPO Documents contain confidential information regarding Edison,
disclosure of which would have an adverse impact on Edison’s competitive position in the
electricity market (“Edison Confidential Information”); and,

      WHEREAS the Commission has acknowledged the need to protect Customer
Confidential Information and Edison Confidential Information in its continuing effort to support
competition in the California electricity market; and,

        WHEREAS Edison and the Receiving Party desire to enter into this Agreement in order
to effectuate the Commission’s intention to prevent improper and undue disclosure of Customer
Confidential Information and Edison Confidential Information; and,

        WHEREAS the Receiving Party warrants that he/she/it is not a competitor of Edison; and
is not a competitor of any Edison Customer who is the subject of any FPO Documents which
may be produced under this Agreement; and,

       WHEREAS the Undersigned warrants that he/she/it is authorized to enter into this
Agreement on his/her own behalf and on behalf of Company, and to bind the Receiving Party
hereby;

       IT IS HEREBY AGREED by and between the Parties as follows:




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                           LIMITED DISCLOSURE OF FPO DOCUMENTS

        1.      In consideration of being made privy to the FPO Documents which contain
Edison Confidential Information and/or Customer Confidential Information, the Receiving Party
agrees to hold the same in strict confidence, and not to disclose or make it available to any
person or third party without the prior written consent of Edison, or as provided in Paragraphs 2-
3, below, or as the Commission shall otherwise specifically direct.

        2.     The FPO Documents produced under this Agreement shall be disclosed only to
the following persons:

                (a)    Receiving Party’s attorneys and employees, provided that no individual
recipient of the FPO Documents is a competitor of Edison or of any Edison Customer who is
referenced in or party to any FPO Documents produced under this Agreement; and,

                 (b)    Such other persons as hereafter may be designated by written stipulation
of the parties, or by further order of the Commission.

       3.       Before disclosure of FPO Documents is actually made, each person to whom
disclosure is to be made must read this Agreement and provide written consent to comply with
and be bound by its terms by executing a Nondisclosure Certificate (Attachment A, incorporated
herein by this reference) and return the signed certificate by certified mail to Edison Law
Department, Electric Services and Pricing, Southern California Edison, 2244 Walnut Grove
Avenue, Rosemead, California, 91770.

        4.     The Receiving Party agrees that each Edison Customer who is referenced in or
party to any FPO Documents provided under this Agreement is an express third party beneficiary
of this Agreement.

                      REQUEST FOR & PRODUCTION OF FPO DOCUMENTS

        5.      Upon executing this Agreement, the Receiving Party will identify in writing the
specific FPO Documents requested for production (the “Requested Documents”) and will state
how long the Requested Documents will need to be retained for review (the “Review Duration”),
in no event longer than eighteen (18) months. However, before Edison produces the Requested
Documents, each Edison Customer to whom the Requested Documents relate or refer shall have
the right to determine whether the Receiving Party is its competitor, and if so, to prevent
production.

        6.     Upon receiving a request for the Requested Documents, Edison will send written
notice to each Edison Customer to whom the Requested Documents relate or refer. Each Edison
Customer so notified shall have fifteen (15) days within which to concur in, or object to, the
production (the “Fifteen Day Period”). If the Edison Customer concurs in the production,
Edison will produce the Requested Documents which relate or refer to that Edison Customer.

       7.     If, however, an Edison Customer deems the Receiving Party to be its competitor,
notwithstanding the Receiving Party’s representations to the contrary, the Edison Customer may


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object to production. If the Edison Customer objects to production, or otherwise declines or fails
to concur in the production within the Fifteen Day Period, Edison will withhold production of
those Requested Documents which relate or refer to that Edison Customer (the “Disputed
Documents”), until the dispute is resolved as described in Paragraph 8, below.

        8.      In such event, Edison, the Receiving Party, and the Edison Customer(s)
(collectively, the “Interested Parties”) shall meet and confer within thirty (30) days. If those
parties are unable to reach a resolution, or if any of the Interested Parties refuses to meet and
confer, the Receiving Party may file a request for information (the “Request”) with the Executive
Director of the Commission, pursuant to the Commission’s General Order 66. The Request shall
include notes of the meeting and conference among the Interested Party, if one occurred, the
reasons why the Disputed Documents should be released, and descriptions of the precautions to
be taken to ensure the Disputed Documents and their contents is not released to competitors of
Edison or of the Edison Customer. Copies of any Request so filed shall be sent to Edison and to
the Edison Customer on the same day it is filed. Within thirty (30) days thereafter, Edison and
the Edison Customer may file comments on the Request with the Executive Director. The
Executive Director shall rule on the Request. During the pendency of any Request filed by the
Receiving Party, Edison will not be obligated to produce the Disputed Documents. Edison will
comply with the order of the Executive Director with respect to the production of the Disputed
Documents.

                          FILINGS CONTAINING THE FPO DOCUMENTS

       9.       The FPO Documents, shall not, in whole or part, be placed in public file,
pleading, or testimony, nor shall they be used in any manner which would result in public
disclosure thereof, except as discussed in Paragraph 10, below.

        10.    The FPO Documents shall not, in whole or in part, be incorporated or included, in
any form, in a submission to the Commission, with the exception of written testimony or briefing
filed by the Receiving Party in an action before the Commission to determine Edison’s
compliance with D.96-08-025. In such a proceeding, any document submitted by the Receiving
Party which includes FPO Documents and/or information derived therefrom shall be filed or
lodged under seal. All documents so filed or lodged shall be marked with the following legend
on the caption page of the document (or the first page of the document): “CONTAINS
CONFIDENTIAL INFORMATION FILED PURSUANT TO COMMISSION-APPROVED
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT ENTERED INTO [insert date
Agreement executed].” In addition, the document filed or lodged with the Commission shall be
placed in a separate envelope and the exterior of the envelope shall also be marked with this
legend. In service copies of any document so filed or lodged under seal, all references to or
excerpts from the FPO Documents and/or information derived therefrom shall be fully and
completely redacted.

        11.     Nothing in this Agreement shall be construed to preclude Edison from objecting
to the use of the FPO Documents on any legal ground.




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                       MANAGEMENT AND RETURN OF FPO DOCUMENTS

       12.      Edison will provide an inventory of all FPO Documents produced under this
Agreement to the Receiving Party, which is included in Attachment B hereto, and incorporated
herein by this reference.

       13.    Persons with access to the FPO Documents shall take all reasonable steps to
maintain them in a manner reasonably calculated to prevent inadvertent disclosure to
unauthorized persons.

       14.     The FPO Documents shall not, in whole or in part, be reproduced or copied
except as specifically authorized by Edison and in conformity with Edison’s instructions. Any
reproductions or copies so made shall be treated in the same manner as originals produced under
this Agreement.

       15.     At the end of the Review Duration, as described in Paragraph 5, above, the
Receiving Party is required to return the FPO Documents. Written requests to extend the
Review Duration shall be submitted to Edison reasonably in advance of the expiration of the
agreed-upon period. If Edison and the Receiving Party cannot agree upon a reasonable
extension, the Receiving Party may ask for a ruling from the Executive Director.

         16.    The FPO Documents, together with any copies or reproductions thereof and all
information and materials developed by the Receiving Party therefrom, shall be returned to
Edison when no longer needed, and in no event later than eighteen (18) months from the date of
this Agreement unless otherwise extended pursuant to the procedures in Paragraph 16, above.
Receiving Party will provide an inventory of all original documents, or copies or reproductions
thereof which include Edison Confidential Information and/or Customer Confidential
Information, including all information and materials developed by the Receiving Party from the
FPO Documents, upon the return of the materials. Extension of time for the return of materials
will be granted by the mutual agreement of Edison and the Receiving Party. In the event that
Edison and the Receiving Party are unable to reach a mutual agreement after making their best
efforts to do so, extensions of time for the return of said items will be granted only by order of
the Commission or its Executive Direction.




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                                    RESOLUTION OF DISPUTES

       17.     All disputes concerning matters relating to the administration or interpretation of
this Agreement (including situations in which the parties are unable to reach agreement under the
procedures set forth in Paragraphs 8 and 16, above) shall be submitted for rulings to the
Executive Director of the Commission.

        18.    In addition, an action to enforce the terms of this Agreement may be brought in a
court of law. In enforcing the terms of this Agreement, Edison may have recourse to any and all
remedies available to it at law, including but not limited to injunctive relief prohibiting
unauthorized disclosure of the FPO Documents.

       19.     This Agreement shall be governed by, and interpreted in accordance with, the
laws of the State of California.

UNDERSIGNED:                                   COMPANY:

________________________________               ________________________________________
            Signature                                       Company Name

________________________________               ________________________________________
              Name                               Signature of Authorized Agent of Company

________________________________               ________________________________________
              Title                                              Name

________________________________               ________________________________________
            Company                                              Title

________________________________               ________________________________________
              Date                                               Date




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                                      ATTACHMENT A


       I certify my understanding that I am being provided access to documents and information
pursuant to the terms and restrictions of the NONDISCLOSURE AND CONFIDENTIALITY
AGREEMENT FOR EDISON’S FLEXIBLE PRICING OPTION CONTRACTS AND
INFORMATION (the “Agreement”) in D.96-08-025 (August 2, 1996) and that I have been
given a copy of and have read the Agreement and agree to be bound by it. I understand that the
FPO Documents (as defined in the Agreement), any notes or other memoranda, and all
information and materials developed therefrom, in any form, which copies, reveals, or discloses
Edison and/or Customer Confidential Information, shall not be provided to anyone other than in
accordance with the Agreement, and shall be returned to Edison at the earliest of either the date
on which the information and materials are no longer needed by the Receiving Party after the
execution date of the Agreement, unless extended by the mutual agreement of Edison and the
Receiving Party or by order of the Commission or its Executive Director.



____________________________________                 ___________________________________
Signature                                            Date


On behalf of
___________________________________________________________________




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                                  ATTACHMENT B

                    INVENTORY OF DOCUMENTS AND MATERIALS
                      CONTAINING PROTECTED INFORMATION
                       THAT HAVE BEEN PROVIDED BY EDISON
                            TO THE RECEIVING PARTY



Company or Organization ________________________________________________________

Authorized Agent of Company or Organization _______________________________________

Authorized Agent of Edison
_______________________________________________________

Return Date____________________________________________________________________

Title of                                              Date Provided    Date
Document/Material       Author & Date      Pages      by Edison        Returned

1. ___________________________________________________________________________

2. ___________________________________________________________________________

3. ___________________________________________________________________________

4. ___________________________________________________________________________

5. ___________________________________________________________________________

6. ___________________________________________________________________________

7. ___________________________________________________________________________

8. ___________________________________________________________________________

9. ___________________________________________________________________________

10. ___________________________________________________________________________

11. ___________________________________________________________________________

12. ___________________________________________________________________________




  Form 41-346                             7
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                                  ATTACHMENT B (cont’d.)

        I, _____________________________, certify that I have received the documents and/or
materials listed above that contain Edison and/or Customer Confidential Information from
Edison as defined in the NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
FOR EDISON’S FLEXIBLE PRICING OPTION CONTRACTS AND INFORMATION
(the “Agreement”). As the authorized agent for ___________________________________
(“Company”), I assume responsibility for the return of these documents and/or materials listed
above and any notes or other memoranda, or any other form of information developed by or on
the behalf of the Receiving Party which copies, reveals, or discloses Edison and/or Customer
Confidential Information, at the earliest of either the date on which the information and materials
are no longer needed by the Receiving Party or eighteen (18) months after the execution date of
the Agreement, unless extended by the mutual agreement of Edison and the Receiving Party or
by order of the Commission or its Executive Director.



____________________________________                  ____________________________________
Signature                                             Date


On behalf of ___________________________________________________________________




   Form 41-346                                    8
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Southern California Edison                                         Original Cal. PUC Sheet No.   21591-E
Rosemead, California                                     Cancelling         Cal. PUC Sheet No.        -E



                       NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
                              FOR EDISON’S FLEXIBLE PRICING OPTION
                                  CONTRACTS AND INFORMATION


                                          Form 41-346




(To be inserted by utility)                    Issued by             (To be inserted by Cal. PUC)
Advice 1215-E-A                               John Fielder           Date Filed        Nov 10, 1997
Decision 96-08-025                                                   Effective         Dec 20, 1997
CompWord.doc                              Senior Vice President      Resolution         E-3505
                                                                                 Lisa Vellanoweth
                                                                                 Manager of Tariffs




                                          August 16, 2006

California Public Utilities Commission
505 Van Ness Avenue, Room 4005
San Francisco, CA 94102

Attn:   Jerry Royer
        Energy Division

                  Re:     Substitute Sheets for Advice 1993-E

Dear Mr. Royer:

Enclosed are an original and four copies of Attachment A, and Substitute Sheet Nos. 40628-E* and
40631-E* for Advice 1993-E. This Substitute sheet is necessary due to Advice Letter 2009-E becoming
effective out of order. Therefore, the cancelled sheets have been corrected to reflect appropriate
approved information. This Substitute sheet will ensure that all approved revisions are contained in the
affected tariff sheet.

Please include the enclosed sheets in your master Advice 1993-E, file and distribute copies to the
appropriate people reviewing the Advice Letter. If you have any questions, please contact Rosie
Yocupicio at (626) 302-4858.

                                                     Sincerely,




Enclosures
1993-ESub.doc




 P.O. Box 800   2244 Walnut Grove Ave. Rosemead, California 91770 (626) 302-2021 Fax (626) 302-1626
P.O. Box 800   2244 Walnut Grove Ave. Rosemead, California 91770 (626) 302-2021 Fax (626) 302-1626

								
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