SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                                               

                                                                 
                           FORM 8-K

                        CURRENT REPORT 


            Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934 


 Date of Report (Date of earliest event reported)   February 12, 1999


                         Berry Petroleum Company    
      (Exact name of registrant as specified in its charter)


Delaware                   1-9735                      77-0079387
(State or other         (Commission                  IRS Employer
jurisdiction of          File Number)          Identification No.
incorporation)


       28700 Hovey Hills Road,   P.O. Bin X,  Taft, CA 93268     
            (Address of principal executive offices)


Registrant's telephone number, including area code (805) 769-8811 


                            N/A                                  
 (Former name or former address, if changed since last report) 




Item 2.	Acquisition or Disposition of Assets.

     On February 12, 1999, Berry Petroleum Company, a Delaware 
corporation (the "Company"), purchased certain assets, known as 
the Placerita oilfield, from Aera Energy, LLC for the aggregate 
consideration of $35 million (net of operations from December 31, 
1998).  The consideration was paid for by borrowing from the 
Company's unsecured credit facility.  The Company has been 
operating the oilfield since December 31, 1998.

     The Placerita oilfield is comprised of six leases (three are 
federal leases) and two fee properties totaling approximately 700 
acres, which are currently producing approximately 2,800 net 
barrels per day of 13 degree gravity crude oil from 120 producing wells 
and 56 continuous steam injectors.  Berry estimates the proved 
reserves at approximately 20 million barrels of which 65% are 
developed.  The acquisition also includes a 42 megawatt 
cogeneration facility which generates electricity and which 
provides approximately 13,500 barrels of steam per day for 
injection into the oil reservoir.  This cogeneration facility has 
two Standard Offer 2 electrical sales contracts with a major 
utility, one of which expires in 2002 and one in 2010.

Item 7.     Financial Statements and Exhibits.

     (a).     Financial Statements.  Not required.

     (b).     Pro Forma Financial Information.  Not required.

     (c).     Exhibits.

10.1   Purchase and Sale Agreement, dated January 26, 1999, by 
and between the Registrant and Aera Energy, LLC.

10.2   Standard Offer #2 Power Purchase Agreement(Newhall Phase 
I), as amended, dated December 1985 between Tenneco Oil Company 
and Southern California Edison.

10.3   Standard Offer #2 Power Purchase Agreement(Newhall Phase 
II), as amended, dated December 1985 between Tenneco Oil Company 
and Southern California Edison.










                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this report to be signed on 
its behalf by the undersigned hereunto duly authorized.

Date:   February 26, 1999      BERRY PETROLEUM COMPANY,
                                 a Delaware corporation


                                 /s/ Ralph J. Goehring
                                                                 
                                   By: Ralph J. Goehring,
                                    Senior Vice President and
                                     Chief Financial Officer













                      PURCHASE AND SALE AGREEMENT











                           AERA ENERGY LLC

                                 and

                        BERRY PETROLEUM COMPANY 












                      PURCHASE AND SALE AGREEMENT

                               Index
                                                                    
                                                           Page

1.     Property Being Sold	                                  1
(a)     Leases 	                                             1
(b)     Fee Interests	                                       1
(c)     Rights in Production	                                1
(d)     Rights; Working Interests	                           1
(e)     Easements	                                           1
(f)     Permits 	                                            2
(g)     Wells    	                                           2
(h)     Facilities	                                          2
(i)     Equipment	                                           2
(j)     Exclusions	                                          2

2.     Purchase Price                                        3

3.     Closing                                               3

4.     Sale                                                  3
(a)    	Payment	                                             3
(b)    	Conveyance	                                          3
(c)	    Non-foreign Affidavit	                               3

5.     Further Assurances                                    3

6.     Conveyance Effective Date                             3

7.     Pre-Acquisition Review                                3
(a)     Review                                               3
(b)     Conditions to Review                                 4
(c)     Review Results                                       5

8.     Baseline Study                                        6

9.     Disclaimers/Acknowledgments	                          7
(a)       No Warranty, Express Or Implied	                   7
(b)       Acknowledgments of Berry at Closing	               7

10.    Independent Evaluation                                8

11.    Consents; Preferential Rights                         8

Page i


12.       Title		                                            9
(a)        Title Examination	                                9
(b)        Significant Title Defect	                         9
(c)        Personal Property Inventory List	                10

13.       Representations of Aera	                          10
(a)        Due Organization	                                10
(b)        Company Power	                                   10
(c)        Duly Executed	                                   10
(d)        No LItigation	                                   10

14.       Representations of Berry	                         11
(a)        Due Organization                                 11
(b)        Corporate Power	                                 11
(c)        Duly Executed	                                   11
(d)        No Litigation	                                   11

15.       Aera's Conditions	                                11
(a)       Representations True	                             11
(b)       No Pending Suits	                                 11
(c)       No Act of Termination	                            11
(d)       Written Evidence of Bond	                         12
(e)       H-S-R 	                                           12

16.      Berry's Conditions	                                12
(a)       Representations True	                             12
(b)       No Pending Suits	                                 12
(c)       No Act of Termination	                            12
(d)       H-S-R	                                            12

17.     Operations and Production After the Effective Date	 12
(a)      Operations Between the Effective Date and Closing	 12
(b)      Expenses	                                          12
(c)      Allocation of Production and Proceeds	             13
(d)      Interim Accounting, Payment and Collection 
           Services                                         13
(e)      Post-Closing Settlement	                           13
(f)      Audit     	                                        14
(g)      No Application to Income Taxes	                    14

18.     Taxes, Costs and Fees	                              14
(a)        Taxes	                                           14
(b)        No Brokers	                                      14

19.     Operations by Berry	                                15
(a)        Compliance with Laws	                            15
(b)        Assumption of Obligations	                       15

Page ii

20.     Indemnification	                                    16
(a)        General Indemnity by Berry	                      16
(b)        Environmental Indemnity by Berry	                16
(c)        Definitions	                                     17
(d)        Indemnified Party's Participation	               20
(e)        Aera to Cooperate with Berry regarding 
              Obtaining Certain Rights from Mobil           20
               
21.     Existing Contracts                                  21
(a)         Assumption of Contracts                         21
(b)         Gas Imbalances                                  21

22.      Notices                                            21

23.      Parties in Interest                                22

24.      Complete Agreement                                 22

25.      Approval of Board of Managers and 
           Board of Directors                               22

26.      Applicable Law                                     22

27.      Miscellaneous Provisions                           23
(a)       Captions                                          23
(b)       Partial Invalidity                                23
(c)       Modification                                      23
(d)       Assignment                                        23
(e)       Counterparts                                      23
(f)       Expenses                                          23
(g)       Signs                                             23
(h)       Press Releases                                    23
(i)       No Recording                                      24
(j)       Survival                                          24
(k)       Exhibits and Schedules                            24
(l)       Time of Essence                                   24
(m)       H-S-R                                             24
(n)       No Partnership                                    24
(o)       File Transfers                                    25

Page iii


                      PURCHASE AND SALE AGREEMENT


     AERA ENERGY LLC, a California limited liability company, herein referred 
to as "Aera," and BERRY PETROLEUM COMPANY, a Delaware corporation, 
herein referred to as "Berry," enter into this Purchase and Sale Agreement, 
herein called the "Agreement," in consideration of Aera's agreement to sell, 
and Berry's agreement to buy, property described in this Agreement, all 
pursuant to the terms and conditions of this Agreement.  Aera and Berry may 
also be referred to herein individually as a "Party" or, collectively, as the 
"Parties."  

     1.     PROPERTY BEING SOLD.  Subject to the terms and conditions set 
forth hereinafter, Aera agrees to convey to Berry the Property (as defined 
below) and Berry agrees to accept the Property, and tender consideration 
therefor, in the manner and of the type and amount as hereinafter required.  
For purposes of this Agreement, Property shall mean all of Aera's right, title 
and interest in and to (i) the property and property interests described in 
Exhibit "A" hereto, and (ii) all property and property interests listed in 
subsections (a) through (i) of this section 1, to the extent such property or 
property interests are a part of, grant rights in, or with respect to, or are 
located on the property and property interests described in Exhibit "A"; but 
excluding the property in subsection (j).  

     (a)  Leases.  Leasehold interests in oil, gas or other minerals, including 
working interests, carried working interests, rights of assignment and 
reassignment, and other interests under or in oil, gas or mineral leases, and 
interests in rights to explore for and produce oil, gas and other minerals.

     (b)  Fee Interests.  Fee interests to the surface and in oil, gas or other 
minerals,  including rights under mineral deeds, conveyances or assignments.

     (c)  Rights In Production.  Royalties, overriding royalties, production 
payments, rights to take royalties in kind, or other interests in production 
of oil, gas or other minerals.

     (d)  Rights; Working Interests.  Rights and interests in or derived from 
unit agreements, orders or decisions of state and federal regulatory 
authorities establishing units, joint operating agreements, enhanced recovery
and injection agreements, farmout agreements and farmin agreements, options, 
drilling agreements, exploration agreements, assignments of operating rights, 
working interests, subleases and rights above or below certain footage depths, 
horizons or interests described in subsections (a)-(c) above except those 
contracts or agreements described in subsection (j) below.

     (e)  Easements.  To the extent transferable, rights-of-way, surface or 
ground leases, easements, servitudes and franchises located on or granting 
rights to the property or property interests described in Exhibit "A" hereto 
and acquired or used in connection with operations for the exploration, 
production, processing and transportation of oil, gas or other minerals with
respect to the properties and interests described in subsections (a)-(d) 
above and such other rights-of-way, surface or ground leases, easements and 
servitudes specifically listed on Schedule "1(e)" hereto, which are not 
located on or grant rights to such property and property interests, but which
were acquired or used in such operations with respect to such property and 
property interests.   

     (f)  Permits.  To the extent transferable, permits and licenses of any 
nature owned, held or operated in connection with operations for the 
exploration, production, processing and transportation of oil, gas or other 
minerals, including, but not limited to, all air emission reduction credits 
attributable to the Property.  

     (g)  Wells.  Producing, non-producing, shut-in and abandoned oil and gas 
wells, salt water disposal wells, injection wells and water wells located on 
the property or property interests described in Exhibit "A" hereto and used in 
connection with the properties or interests described in subsections (a)-(f) 
above and such other salt water disposal wells and water wells specifically 
listed on Schedule "1(g)," which are not located on such property or property 
interests, but which are used in connection with such properties or interests. 

     (h)  Facilities.  All facilities, buildings, improvements, gas plants, 
gathering lines, flow lines, injection lines and pipelines and appurtenances 
located on the real property and on lands included in, or which are 
subservient to, the property and property interests described on Exhibit "A"
and such other similar facilities specifically listed on schedule "1(h)," 
which are not located on such real property and lands, but which are used in
connection with the properties and interests described in subsections (a)-(g)
above. 

     (i)  Equipment.  All surface and down-hole equipment, fixtures, inventory 
and personal property located on the property and property interests described 
in Exhibit "A" hereto, and used in connection with the properties or interests 
described in subsections (a)-(h) above and such other equipment specifically 
listed on Schedule "1(i)," which is not located on such property and property 
interests, but which is used in connection with such properties and interests 
described in subsections (a)-(h) above.    

     (j)  Exclusions.  The Property shall not include any rights-of-way, 
surface or ground leases, easements, franchises, permits, licenses, or other
contracts or agreements which by their own terms are not transferable, 
Proprietary Data (which shall include, without limitation, (i) all privileged 
or confidential data, and (ii) any interpretive geological and geophysical 
information which may reveal the methods used by Aera in interpreting 
geological and geophysical information, economic analysis, and any 
information or other similar proprietary data which might reveal Aera's 
economic guidelines or other methods or systems by which Aera conducts its 
economic analysis), any offsite tubular goods in the previous owner's store 
stock, store stock left on consignment and belonging to third parties, that 
certain GLT Gas Transmission Service Contract between Southern California Gas
Company ("So Cal") and Tenneco Oil Company dated July 15, 1988 (the "So Cal 
Contract"), and without limiting the generality of the foregoing, those items
of personal property, inventory or other property or property interests 
specifically listed on Schedule "1(j)" hereto.  In the event any 
rights-of-way, surface or ground leases, easements, franchises, permits, 
licenses, or other contracts or agreements are not transferable by their own
terms, Aera shall have no liability to Berry for any such failure of transfer.  

     2.    PURCHASE PRICE.  As consideration for the Property, Berry shall 
pay to Aera, at Closing, the sum of Thirty-five Million and No Hundredths 
Dollars ($35,000,000.00) (the "Purchase Price"). 

     3.    CLOSING.  Closing shall occur on or before January 31, 1999, or at 
such later date as may be agreed by the Parties or provided by this 
Agreement, (the "Closing Date"), at a time and place to be mutually agreed by 
the Parties.  "Closing" shall mean the consummation of the sale by transfer of 
Aera's ownership in the Property, payment of the Purchase Price, and transfer 
of the operation and possession of the Property.  

     4.     SALE.  At Closing, the Parties shall do the following:

     (a)   Payment.  Berry shall make payment of the Purchase Price above by 
wire transfer to an account to be designated by Aera. 

     (b)   Conveyance.  Aera will convey the Property to Berry by executing 
and delivering (i) an Assignment and Conveyance and (ii) a Personal Property 
Agreement and Bill of Sale in substantially the forms attached hereto as 
Exhibits "B" and "C," respectively.  

     (c)   Non-foreign Affidavit.  Aera shall execute and deliver to Berry its 
Non-foreign Affidavit in substantially the form attached hereto as Exhibit 
"D."  

     5.     FURTHER ASSURANCES.  Aera and Berry each agree to execute 
and deliver to the other Party all division orders, transfer orders and all 
other documents necessary to fully vest in Berry the rights, obligations and
benefits acquired pursuant to this Agreement.

     6.     CONVEYANCE EFFECTIVE DATE.  The conveyance from Aera to 
Berry shall be effective as of December 31, 1998, at 5:00 p.m. local time 
where the Property is located, herein called the "Effective Date."  The Parties 
shall have measured/gauged all tanks as of the Effective Date for purposes of 
proration and post-Closing settlement.  

     7.     PRE-ACQUISITION REVIEW.  

     (a)   Review.  Commencing upon satisfaction of the conditions set forth in 
subsection 7(b) and ending one (1) day before the Closing Date (the "Review 
Period"), Berry and its employees, agents and contractors shall have the right, 
but not the obligation, to do the following (the "Pre-Acquisition Review"), at 
its sole cost and expense but with the cooperation and assistance of Aera:  

     (1)   To the extent Aera has the right to grant such rights to Berry, and 
only after notice to any operator of the Property, to enter all or any part of
the Property at any reasonable time and from time to time, during the Review 
Period, and to inspect, inventory, investigate (including environmental 
assessments and evaluations), study and examine the same and the operations 
conducted thereon; and

     (2)   To inspect and review at Aera's office located in Bakersfield, 
California, at reasonable times and upon reasonable notice, all non-privileged 
and non-proprietary files, records, documents and data related to the above 
matters, including, but not limited to, any of the following which Aera may 
have: Original Well Record Files on all wells, Regulatory, Accounting, 
Marketing, Environmental, Pipeline, Maintenance, Transportation, Processing, 
Production and Engineering files and records.  Non-proprietary files, records, 
documents and data mean those which do not constitute Proprietary Data as 
described in subsection 1(j) above.  

     (b)   Conditions to Review.  Prior to the commencement of the Pre-
Acquisition Review, the following conditions must be satisfied:

     (1)   Berry may, but is not required to, deliver a Pre-Acquisition Review 
plan to Aera, including the identity of any party participating in or 
associated with the plan and an estimated timetable for events under the 
plan.  Such plan, if completed, must be approved in writing by Aera; 

     (2)   Berry shall sign and deliver to Aera an Agreement for 
Indemnification and Responsibility for Damages in the form of Exhibit "G" 
attached hereto (the "Indemnification Agreement"); 

     (3)   Berry shall maintain the results of its investigation and evaluation
and review of files and records, including title examination reviews, 
confidential in accordance with the provisions, terms and conditions of that
certain Confidentiality Agreement dated November 13, 1998 (the "Confidentiality 
Agreement"), a copy of which is attached hereto as Exhibit "E";

     (4)   Berry shall provide Aera a copy of any non-privileged or non-
proprietary assessment reports of or about the Property, including, without 
limitation, any reports, data and conclusions developed pursuant to the Pre-
Acquisition Review, promptly after such assessment report has been furnished 
to or obtained by Berry, and Aera shall be permitted to discuss the contents 
of any such assessment reports with the party who prepared such reports; and 

     (5)   Berry and its employees, agents and consultants shall abide by 
Aera's (or the operator's with respect to non-Aera operated properties) safety 
rules, regulations and other operating policies applicable to the Property 
while conducting their activities on the Property.  

     (c)   Review Results.  

     (1)   If, as a result of the Pre-Acquisition Review, Berry determines in
its sole judgment that, as to any portion of the Property:  (i)  the 
environmental condition thereof is unacceptable for Berry's purposes; 
(ii) there has been such a substantial deterioration in the physical condition
of the Property since November 1, 1998, that Berry will be unable to continue 
to possess, operate, use or maintain the Property in the same manner and to 
the same extent possessed, operated, used or maintained by Aera before the 
Effective Date (provided, however, a lack of equipment on the Property shall
not be considered a substantial deterioration in the physical condition of 
the Property for purposes of this subsection unless the equipment was removed
by Aera from the Property between November 1, 1998, and the Effective Date 
without Berry's consent and the lack of such removed equipment will materially 
adversely affect Berry's ability to use, operate or maintain the Property after 
Closing); or (iii) the extent of existing, potential or contingent liabilities 
pose or create an unacceptable risk; then, Berry may give written notice to 
Aera on or before the last day of the Review Period of such condition.  Such
notice shall include Berry's estimated cost to cure or remedy the listed 
conditions.  Failure to give any such notice within the Review Period shall 
foreclose Berry from securing the benefits of subsection 7(c)(2) and shall 
not excuse Berry for failing to close because of matters arising out of such
Pre-Acquisition Review. 
 

     (2)   Upon receipt of such notice, if the aggregate of the conditions set 
forth in the notice are Material (as defined below), the Closing Date shall be 
automatically extended for thirty (30) days unless both Parties agree in 
writing to the contrary.  Within the period between the date of receipt of 
such notice and the extended Closing Date, Aera may, at its option and in its
sole discretion, (i) remedy or agree to remedy, to a degree agreed upon prior
to Closing, such condition (in the event current remediation of such condition
is required by a Federal, State or local agency, Aera and Berry agree that the 
condition shall be remedied in accordance with and to the satisfaction of the 
appropriate agency's requirements), (ii) agree with Berry on an adjustment to 
the Purchase Price which adjustment shall reflect Berry's cost to remedy such 
conditions, or (iii) remove the affected  portion or portions of the Property
from the Property to be conveyed and agree with Berry to adjust the Purchase 
Price accordingly.  The failure to do one of the above prior to the extended 
Closing Date shall permit either Party to terminate this Agreement by giving 
written notice of such termination to the other on or before the extended 
Closing Date.  Upon the giving of such termination notice, neither Party 
shall have any further rights or obligations hereunder except for Berry's 
obligations and Aera's rights under the Confidentiality Agreement and the 
Indemnification Agreement. 
 

     (3)   If the aggregate of the conditions set forth in the notice are not 
Material, notwithstanding anything herein to the contrary, Aera shall have the 
option at its sole discretion to remove the affected portion or portions of the 
Property from the Property to be conveyed and agree with Berry to adjust the 
Purchase Price accordingly.  If Aera elects to remove the Property, the failure 
to agree on an adjustment to the Purchase Price shall permit either Party to 
terminate this Agreement by giving written notice of such termination to the 
other on or before the Closing Date.  Upon the giving of such termination 
notice, neither Party shall have any further rights or obligations hereunder 
except for Berry's obligations and Aera's rights under the Confidentiality 
Agreement and the Indemnification Agreement.  If Aera does not elect to 
remove the affected portion or portions of the Property, Berry shall acquire 
the affected portions of the Property "where is" and "as is" with no right to
recover from Aera for any liabilities, costs or expenses related to such 
conditions (including, without limitation, environmental conditions and 
damages to natural resources).  Acquisition of the Property containing such 
non-material conditions "where is" and "as is" shall constitute Berry's 
general release and agreement to defend, indemnify and hold Aera, its 
Affiliates, directors, officers, employees, agents and representatives 
harmless from all liabilities, costs or expenses related to such non-material
conditions (including, without limitation, non-material environmental 
conditions and damages to natural resources).  

     (4)   For purposes of this subsection 7(c), "Material" shall be defined as
a cost to cure or remedy in excess of One Million and No Hundredths Dollars 
($1,000,000.00).  If Aera agrees to remedy specific adverse conditions then 
Berry and Aera agree that all negotiations and contacts with state, federal and 
local agencies for approval and review of such remedial action shall be made 
by Aera. 

     8.   BASELINE STUDY.  Berry and Aera hereby agree that a Pre-
Acquisition Review assessment report of the Property by Berry, if made, shall 
establish the true and correct condition of the Property as of the Effective 
Date and such assessment report shall be used as the only environmental, 
safety or other baseline study in the event a dispute arises after Closing 
concerning the condition of the Property, unless Aera gives notice to Berry 
within thirty (30) days after its receipt of the Pre-Acquisition Review 
assessment report that it is contesting the results of or the conclusions 
reached in such assessment report in which case such Pre-Acquisition Review 
assessment report shall not be deemed the sole baseline study.  Aera shall 
have the right, but not the obligation, at any time to conduct its own 
assessment of the Property.  If prior to Closing, Aera determines, either 
from its own assessment, Berry's assessment or otherwise, that an adverse 
environmental condition may exist on any portion of the Property, then Aera 
may, in its sole discretion, either (i) remove the affected portion of the 
Property from the Property being conveyed and agree with Berry to an adjusted
Purchase Price or (ii) terminate this Agreement by giving notice of such 
termination to Berry in writing prior to Closing.  The rights and obligations
of the Parties after such notice is given shall be as specified in the next 
sentence.  If Aera and Berry cannot agree on the proper adjustment to the 
Purchase Price, either Party may give written notice to the other Party prior
to Closing to terminate this Agreement and upon the giving of such notice, 
neither Party shall have any further rights or obligations hereunder except 
for Berry's obligations and Aera's rights under the Confidentiality Agreement
and the Indemnification Agreement.  


     In the event both Aera and Berry elect not to conduct Pre-Acquisition 
Review assessment reports, both Parties agree that the Phase I 
Environmental Site Assessment report dated October 27, 1998, prepared by 
Kennedy/Jenks Consultants for Mobil Business Resources Corporation shall 
serve as the baseline study for purposes of this subsection.  

     9.    DISCLAIMERS/ACKNOWLEDGMENTS.

     (a)   No Warranty, Express Or Implied.  CONVEYANCE OF THE PROPERTY 
SHALL BE WITHOUT WARRANTY WHATSOEVER, EXPRESS, STATUTORY, OR IMPLIED AS 
TO TITLE, DESCRIPTION, PHYSICAL CONDITION OF THE PROPERTY (INCLUDING, 
WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY), QUALITY, 
VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. 

Berry shall satisfy itself, prior to the Closing, as to the type, condition, 
quality and extent of the property and property interests which comprise the 
Property it is receiving pursuant to this Agreement and under this sale. 
Berry shall have the right of full substitution and subrogation to any and 
all rights and actions of which Aera has or may have against any and all 
preceding owners or vendors of the Property other than affiliates of Aera.  

     (b)   Acknowledgments of Berry at Closing.  By closing on the transaction 
provided for in the Agreement, Berry shall be deemed to have acknowledged 
and does acknowledge and admit that: (i) Berry has been given the 
opportunity to adequately inspect the Property for all purposes prior to 
Closing; (ii) Berry is aware that the Property has been used for the 
exploration, development, production, treating and transporting of oil and 
gas and that physical changes may have occurred as a result of such use and 
that Aera has disclosed, and Berry is further aware, that there exists the 
possibility that there could have occurred from such use one or more releases
of hazardous substances or releases of Chemical Substances [as defined in 
subsection 20(c)(3) below] into, or other pollution or contamination of or 
into, the ambient air, surface water, ground water, or land surface and 
subsurface strata of any real property included in the Property and of 
contiguous, or a series of contiguous, real properties not associated with 
the Property; (iii) Berry has entered into this Agreement on the basis of its
own investigation of the physical condition of the Property and the land 
related thereto (including the environmental condition of the Property); 
(iv) Berry with full knowledge of the foregoing and after conducting the 
above described investigation and evaluation IS ACQUIRING THE PROPERTY ON A
"WHERE IS" AND "AS IS" BASIS, and Berry, by acquiring the Property on a 
"where is" and "as is" basis waives any other rights of indemnification, 
contribution or recourse it may have against or from Aera with respect to 
the condition of the Property, including, without limitation, the 
environmental condition of the Property and damage to natural resources 
associated with the Property; (v) Berry shall further acknowledge that it 
has received from Aera prior to Closing a written notice pursuant to 
section 25359.7(a) of the California Health and Safety Code and 
that a copy of such written notice is attached hereto as Schedule "9(b)"; and 
(vi) Berry shall further acknowledge that it has had the full opportunity to 
review and is aware of the matters with respect to the Property which are 
identified in Schedule "9(c)" attached hereto.



     10.     INDEPENDENT EVALUATION.  Berry has made an independent 
evaluation of the Property and acknowledges that Aera has made no 
statements or representations concerning the present or future value of the 
anticipated income, costs, or profits, if any, to be derived from the Property
or the quantity and quality of any oil and gas or other minerals that may be 
produced from the Property and THAT AERA DOES NOT IMPLIEDLY OR 
EXPRESSLY WARRANT DESCRIPTION, TITLE, VALUE, QUALITY, 
PHYSICAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT 
LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY), 
MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE 
PROPERTIES OR THE WELLS, EQUIPMENT, PIPELINES FACILITIES, OR 
OTHER PROPERTY LOCATED THEREON OR USED IN CONNECTION THEREWITH.  
Berry further acknowledges that, in entering into this 
Agreement, it has relied solely upon its independent examination of the 
Property and public records relating to the Property and its independent 
estimates, computations, evaluations, reports and studies based thereon.  All 
information and data furnished to Berry by Aera is believed to be accurate and 
correct to the best of Aera's knowledge without investigation; however, Aera 
makes no warranty or representation as to the accuracy or correctness of any 
information furnished to Berry.  Any reliance Berry makes on such information 
is at Berry's sole risk.  Berry acknowledges that it is aware that accounting 
reports, files and records made available to Berry during the Review Period 
specified in section 9 hereof or otherwise furnished to or made available to 
Berry for review may not incorporate all revenue and cost data up to and 
through the date of the accounting reports, files, records or information 
provided, and further inquiry by Berry may be required to obtain such revenue 
and cost data.  

     11.   CONSENTS; PREFERENTIAL RIGHTS.  In the event any of the interests 
to be conveyed or transferred to Berry as part of the Property (i) are 
burdened with a preferential right in a third person to purchase such 
interest or (ii) require the consent of a third party to assign Aera's 
interest, then the conveyance or transfer of the interest subject to such 
preference or consent shall be conditioned upon Aera's obtaining the 
necessary waiver or consent and this Agreement shall not constitute an 
assignment or attempted assignment thereof without such consent or waiver.
Provided, however, if such requirement for Third-Party consent is subject to
an express or implied provision to the effect that such consent may not be 
unreasonably withheld and Aera, in its sole discretion, determines that such
consent is being unreasonably withheld, Aera may, at its risk, assign such 
interest to Berry.  Except for any liability of Aera to a Third Party with 
respect to an assignment pursuant to the preceding sentence, Aera shall not 
be liable to Berry by reason of any inability or failure to obtain any such 
waiver of preferential rights or consent to assignment.  In the event a Third
Party elects to exercise its preferential right to purchase, then Berry shall
at the request of Aera nominate a value to each interest burdened by the 
preferential right to purchase, and if such value is agreeable to Aera, it 
shall become the price to such Third Party.  If Aera is unable to obtain a 
required waiver or consent, or determines that such consent has been 
unreasonably withheld but elects not to assign the interest, such failure to
obtain the waiver or consent, or to assign the interest where consent is 
unreasonably withheld, shall be considered a significant title defect subject
to the provisions of subsection 12(b) hereof unless waived in writing by 
Berry; provided, however, that the prior termination or lapse of or a 
requirement that any license, permit, right-of-way, pipeline franchise or 
easement affecting any interests in or other portions of the Property is non-
transferable, must be renegotiated or is subject to consent upon a transfer of 
ownership shall not constitute a significant title defect under this Agreement.
  

     12.   TITLE.  

     (a)   Title Examination.  Berry assumes the risk of description and title 
to the Property and agrees to satisfy itself with respect thereto.  Aera has 
made available to Berry for examination by Berry such title information and 
abstract coverage as may have been available in Aera's land and contract 
files located in Bakersfield, California.  During the period commencing on 
the date of this Agreement and ending no later than one (1) day before the 
Closing Date (the "Title Examination Period"), Berry shall have the continued
right to examine, at Aera's offices in Bakersfield, California, during normal
working hours, all division order and land files and records which relate to 
the Property.  In addition, Aera shall make available to Berry for examination
such title information with respect to the Property which is in Aera's files 
or Western Midway Company's ("Western") former files related to the Property 
which are now Aera's.  

     (b)   Significant Title Defect.  

     (1)   As used in this Agreement, the term "significant title defect" shall 
include (i) any defect which results in a loss of title in Aera such that 
Aera's net revenue interest in the Property is substantially reduced or 
Aera's right to use such interest as an owner, lessee, licensee or permittee
is extinguished or severely restricted, or (ii) the inability of Aera to 
obtain the waiver of a preferential right or consent to assignment of an 
interest included in the Property or the election of Aera not to assign such
interest when Aera believes consent is being unreasonably withheld as 
specified in section 11 above.  Berry shall give Aera written notice of such
significant title defect at least (one) (1) day before the Closing Date, 
together with full particulars relating thereto.  Berry shall be deemed to 
have waived all significant title defects and any other defect of which Aera
has not been given written notice at least one (1) day before the Closing 
Date.  

     (2)   Interests which have significant title defects shall be excluded 
from the Property and the Purchase Price shall be reduced by an amount agreed 
upon by Aera and Berry to account for such interest unless: (i) prior to 
Closing, the basis for the significant title defect has been removed 
(provided, however, Aera shall have no obligation to obtain such removal), 
(ii) Berry agrees to accept the interest "as is," (iii) Berry agrees to 
acquire the Property, including the interest, with an appropriate and 
mutually agreed upon reduction in the Purchase Price, or (iv) Aera agrees to
indemnify Berry against all losses, costs, expenses and liabilities with 
respect to such significant title defect.  If no agreed upon reduction in 
Purchase Price has been reached and no agreement can otherwise be reached as
to the disposition of an interest burdened by a significant title defect, 
either Party may give written notice to the other Party to terminate this 
Agreement and upon the giving of such notice, neither Party shall have any 
further rights or obligations hereunder, except for Berry's obligations and 
Aera's rights under the Confidentiality Agreement and the Indemnification 
Agreement.  

     (c)   Personal Property Inventory List.  If Berry prepares an inventory 
list of the personal property being conveyed or transferred hereunder, such 
inventory list, if approved by Aera, shall be controlling with respect to the 
personal property listed therein and shall be attached to any Bill of Sale or 
other document of conveyance utilized to transfer the personal property from 
Aera to Berry under this Agreement.  If Berry does not prepare such an 
inventory list, then, at Aera's sole election, the controlling inventory list 
of personal property to be conveyed hereunder for the purposes of any Bill of 
Sale or other document of conveyance or transfer may be prepared by Aera 
based upon the most reliable information available to it, or the Bill of Sale 
or other document of conveyance or transfer may omit an inventory list and 
recite generally the sale, transfer and conveyance of all of Aera's right, 
title and interest in all specified categories of personal property located 
on or associated with the real property and lands subject to the interests 
in real property included in the Property.  

     13.    REPRESENTATIONS OF AERA.  Aera represents to Berry, each of 
which representations shall survive Closing, that as of the date of the 
Agreement and as of Closing:

     (a)   Due Organization.  Aera is a limited liability company duly 
organized, validly existing, and in good standing under the laws of the 
state of California.

     (b)   Company Power.  Aera has all requisite company power and 
authority to carry on its business as presently conducted, to enter into the 
Agreement, and, subject to the provisions of section 25 below, to perform its 
obligations under the Agreement.  The consummation of the transactions 
contemplated by the Agreement will not violate, nor be in conflict with, 
(i) any provision of its charter or bylaws or (ii) any agreement or 
instrument to which it is a party or is bound (except for preferential rights
to purchase and required Third Party consents to assignment, if any).

     (c)   Duly Executed.  The Agreement has been duly executed and 
delivered on behalf of Aera, and at Closing, (if the condition of section 25 
below has been satisfied) all documents and instruments required hereunder 
to be executed and delivered by it shall have been duly executed and 
delivered.

     (d)   No Litigation.  There are no pending or, to the best of Aera's 
knowledge, threatened claims, legal actions, lawsuits, administrative 
proceedings, or governmental investigations or inquiries involving the Property 
or Aera's right to consummate the sale contemplated hereunder except those 
claims, legal actions, lawsuits, administrative proceedings, and governmental 
investigations and inquiries that Aera has disclosed to Berry in writing as 
shown in attached Schedule "13(d)."  


     14.   REPRESENTATIONS OF BERRY.  Berry represents to Aera, each 
of which representations shall survive Closing, that as of the date of the 
Agreement and as of Closing:

     (a)   Due Organization.  Berry is a corporation duly organized, validly 
existing, and in good standing under the laws of the state of its incorporation 
and is duly qualified to do business in California.  

     (b)   Corporate Power.  Berry has all requisite corporate power and 
authority to carry on its business as presently conducted, to enter into the 
Agreement, to purchase or exchange the Property on the terms described in 
the Agreement and to perform its other obligations under the Agreement.  The 
consummation of the transactions contemplated by the Agreement will not 
violate, nor be in conflict with, (i) any provision of its charter or bylaws, 
formation and governing documents, or (ii) any agreement or instrument to 
which it is a party or is bound.  

     (c)   Duly Executed.  The Agreement has been duly executed and 
delivered on behalf of Berry, and at Closing, all documents and instruments 
required hereunder to be executed and delivered by it shall have been duly 
executed and delivered and the transactions contemplated hereby shall have 
been duly and validly authorized by all requisite corporate action.

     (d)   No Litigation.  There are no pending or, to the best of Berry's 
knowledge, threatened claims, legal actions, lawsuits, administrative 
proceedings, or governmental investigations or inquiries involving Berry's 
right to consummate the sale contemplated hereunder except those claims, legal 
actions, lawsuits, administrative proceedings, and governmental investigations 
and inquiries that Berry has disclosed to Aera in writing as shown in attached 
Schedule "14(d)."

     15.    AERA'S CONDITIONS.  The obligations of Aera to be performed at 
Closing are subject to the satisfaction at or prior to Closing of the 
following conditions, any of which may be waived by Aera, and the condition 
specified in section 25:

     (a)   Representations True.  All representations of Berry contained in 
this Agreement shall be true in all material respects at and as of Closing 
as if such representations were made at and as of Closing, and Berry shall have 
performed and satisfied in all material respects all obligations required by 
this Agreement to be performed and satisfied by it at or prior to Closing.

     (b)   No Pending Suits.  No suit or other proceeding shall be pending or 
threatened before any court or governmental agency seeking to restrain, 
prohibit or declare illegal, or seeking substantial damages in connection with, 
the contemplated purchase.  

     (c)   No Act of Termination.  Aera shall not have exercised any rights it 
may have hereunder to terminate this Agreement.  

     (d)   Written Evidence of Bond.  Berry shall have provided written 
evidence, satisfactory to Aera, that Berry has obtained the bonds required by 
the California Department of Conservation, Division of Oil, Gas and 
Geothermal Resources as specified in subsection 19(a), and has otherwise 
satisfied all federal, state and local statutory and regulatory requirements 
with respect to transfer of the Property.

     (e)   H-S-R.  All applicable waiting periods shall have expired under the 
Hart-Scott-Rodino Antitrust Improvements Act or early termination of such 
waiting periods shall have been granted by the appropriate governmental 
authorities.

     16.    BERRY'S CONDITIONS.  The obligations of Berry to be performed 
at Closing are subject to the satisfaction at or prior to Closing of the 
following conditions, any of which may be waived by Berry:

     (a)   Representations True.  All representations of Aera contained in this 
Agreement shall be true in all material respects at and as of Closing as if 
such representations were made at and as of Closing, and Aera shall have 
performed and satisfied in all material respects all agreements required by 
this Agreement to be performed and satisfied by it at or prior to the Closing.

     (b)   No Pending Suits.  No suit or other proceeding shall be pending or 
threatened before any court or governmental agency seeking to restrain, 
prohibit or declare illegal, or seeking substantial damages in connection with, 
the contemplated purchase.

     (c)   No Act of Termination.  Berry shall not have exercised any rights it 
may have hereunder to terminate this Agreement.  

     (d)   H-S-R.  All applicable waiting periods shall have expired under the 
Hart-Scott-Rodino Antitrust Improvements Act or early termination of such 
waiting periods shall have been granted by the appropriate governmental 
authorities. 

     17.     OPERATIONS AND PRODUCTION AFTER THE EFFECTIVE DATE. 

     (a)   Operations Between the Effective Date and Closing.  As Closing may 
occur subsequent to the Effective Date, Aera will in such event continue to 
operate the Property, or cause the Property to be operated, as appropriate, at 
Berry's sole risk and for the account of Berry until Closing.  Upon Closing, 
Berry shall assume the risk of any change in the condition of the Property from 
the Effective Date to the Closing Date, except to the extent any change in the 
condition is attributable to the gross negligence or willful misconduct of 
Aera, and notwithstanding the foregoing, except as may be otherwise provided in 
section 20.  

     (b)   Expenses.  Subject to the provisions of section 20, Aera shall be 
responsible for payment of all Expenses (as defined below) related to the 
Property prior to the Effective Date.  Berry shall be responsible for the 
payment of all Expenses related to the Property, and for the cost and 
expenses resulting from the assumption of the obligations and implied 
covenants as specified in section 19 incurred or accrued from and after the 
Effective Date.  "Expenses" as used in this Section shall mean any expenses 
incurred or accrued in connection with the operation, use, protection, 
maintenance or ownership of the Property including, without limitation, 
expenses for or related to all lease rentals, shut-in royalties, minimum 
royalties, payments in lieu of production, production royalties (including 
royalties paid in kind), overriding royalties, production payments, net profits 
payments, contractual payments, operating costs, overhead charges (at the 
then current charge rate Aera would charge as an operator in operating 
agreements), expenses, fees, vendor and contractor invoices, billings, taxes, 
charges (including, without limitation, any charges for overhead provided for 
in any operating agreements related to the Property at the rates specified in 
such agreements), rental payments, franchise fees, permits and license fees, 
assessments and other indebtedness and obligations due, payable, incurred, 
accrued or attributable to the ownership, operation, use, protection or 
maintenance of or otherwise relating to or associated with the Property. 

     (c)   Allocation of Production and Proceeds.  All production from oil 
and/or gas wells, and all proceeds from the sale thereof, including, without 
limitation, proceeds from any imbalance and oil in storage above the pipeline
connection, and take-or-pay collections/rights and accounts receivable 
attributable to production  prior to the Effective Date and all other 
monetary payments (including, without limitation, proceeds from the sale of 
mineral production, credits, tax refunds, insurance proceeds, salvage 
payments and reimbursement of joint operating costs and expenses) 
attributable to the ownership, use or operation of the Property prior to the
Effective Date shall be the property of Aera.  All such production proceeds,
and other monetary payments attributable to production on and after the 
Effective Date shall be the property of Berry.  

     (d)   Interim Accounting, Payment and Collection Services.  From the 
Effective Date until Closing, Aera shall, for the account of and at the sole 
cost to Berry of One Hundred and No Hundredths Dollars ($100.00) per day, 
provide all necessary and appropriate financial accounting services for the 
Property and all related operations and administration of the Property in the 
same manner and to the same extent provided by Aera prior to the Effective 
Date, taking into account and acting consistent with the provisions of 
subsections 17(b) and 17(c) above.  Aera shall, for the account of and at the 
sole cost to Berry, pay all Expenses [as provided in subsection 17(b)] which 
are the obligation of Berry and collect all proceeds and other monetary 
payments which are allocated to Berry [as provided in subsection 17(c)].   

     (e)   Post-Closing Settlement.  Within one hundred twenty (120) days after 
Closing, Aera and Berry shall make a final post-Closing settlement to account 
for all production proceeds and other monetary payments collected for Berry's 
account by Aera and all Expenses, other costs and expenses and taxes paid 
for Berry's account by Aera pursuant to this section 17 and any prorations as 
of the Effective Date.  In addition, Aera shall credit Berry with Eighty-one 
Thousand Four Hundred Thirty and No Hundredths Dollars ($81,430.00) for 
the suspense items obligation which Berry has assumed under subsection 
19(b).  Aera and Berry agree to promptly remit any sum determined from such 
post-closing settlement to be owed to the other.  

     (f)   Audit.  Within one (1) year of the Closing, either Party may at its
own expense audit the other Party's books, accounts and records relating to 
production proceeds, other monetary payments, Expenses, other costs and 
expenses and taxes paid or received which may have been adjusted on 
account of this transaction.  Such audit shall be conducted so as to cause a 
minimum of inconvenience to the audited Party.  It is expressly agreed that, if 
Berry shall request any type of audited financial records, Berry shall enter 
into an agreement for the provision of such records with an accounting firm 
approved by Aera, and Berry shall be solely responsible for the cost of 
obtaining such financial records.  
  
     (g)   No Application to Income Taxes.  All references in sections 17 and 
18 to taxes and tax refunds shall not apply to income and franchise taxes and 
income and franchise tax refunds.  

     18.    TAXES, COSTS AND FEES.  

     (a)   Taxes.  Berry shall be responsible for the economic benefit, burden 
and payment of all taxes relating to the Property prorated from and after the 
Effective Date.  Aera shall be responsible for the economic benefit, burden 
and payment of all taxes relating to the Property prorated prior to the 
Effective Date, including, but not limited to, the Los Angeles County Tax 
Assessor's Appeal as shown on Schedule "13(d)."  Berry shall pay to Aera at 
Closing, in addition to and separate from the Purchase Price, an amount equal
to all state and local taxes payable by Aera on the transfer of ownership of 
any tangible personal property calculated at the then-current rates.  Berry 
shall indemnify, defend and hold Aera harmless from any liability, including 
without limitation, penalties, interest and attorney's fees, arising out of 
Berry's failure to pay to Aera at Closing, in addition to and separate from 
the Purchase Price, the amount equal to all state and local taxes payable by 
Aera on the transfer of ownership of any tangible personal property.  Berry 
shall pay all costs associated with documentary transfer taxes, other 
transfer taxes and any recording costs assessed by any federal, state, county
or other governmental offices or other transfer fees, and shall indemnify, 
defend and hold Aera harmless for such transfer taxes, costs and fees.  In 
the event that the interests transferred under this Agreement are exempt from
such taxes, at Closing Berry shall provide Aera with properly executed 
exemption certificates or other documentation deemed acceptable under 
applicable law.  

     (b)   No Brokers.  Each Party shall pay and indemnify and hold the other 
Party harmless from any commission or brokerage fee it has incurred in 
connection with this transaction.  


     19.    OPERATIONS BY BERRY.  

     (a)   Compliance with Laws.  Berry shall comply with all applicable laws, 
ordinances, rules and regulations, orders, terms of permits and authorizations 
of any governmental body which may have jurisdiction with respect to the 
Property to be transferred hereunder (including, without limitation, the filing 
with such governmental bodies of any and all compliance reports, notices, or 
other compliance documents which are due after the Closing Date regardless 
of the period covered by such reports, notices or documents) and shall 
promptly obtain and maintain all permits and bonds required by public 
authorities in connection with the Property including, without limitation, the 
bond required by California Public Resources Code, Section 3202 for wells 
which have not produced oil or gas or have not been used as injectors, for a 
period of five (5) years prior to Closing.  Berry, or its designated operator, 
shall, at or prior to Closing, provide to Aera written evidence, satisfactory 
to Aera, that Berry has obtained all required bonds sufficient to assume 
complete operatorship duties required by the California Department of 
Conservation, Division of Oil, Gas, and Geothermal Resources, and has 
otherwise satisfied all federal, state and local statutory and regulatory 
requirements with respect to transfer of the Property as specified in the 
California Resources Code, as amended, and any regulations promulgated in 
accordance therewith including, without limitation, those bonds specified in 
Sections 3204 and 3205 of such Code.  Further to this obligation, Aera and 
Berry shall sign (or Berry shall cause the entity which is to assume 
operation to sign), prior to Closing,  a notice or notices in the form 
attached hereto as Schedule "19(a)" and within the time prescribed by the 
California Department of Conservation, Division of Oil,  Gas and Geothermal 
Resources, as required by California Resources Code, Sections 3201 and 3202, 
giving notice of the transfer from Aera to Berry of each well, including 
each idle well, currently or formerly operated by Aera or its predecessors 
which is to be transferred under this Agreement.  The signed form shall 
designate Berry or its designated operator as the current operator of 
each such well.

     (b)   Assumption of Obligations.  Upon Closing, Berry shall assume, as of 
the Effective Date, and agree to perform, at Berry's sole cost and expense, (i)
all obligations and implied covenants of Aera relating to the Property (whether 
such obligations and covenants are to a lessor, a governmental body or any 
other person or entity), including, but not limited to, (1) any obligations 
arising in respect to the plugging and abandonment of all existing wells 
(whether or not such wells are active, inactive idle, or have been previously
abandoned as of the Effective Date), (2) any obligations to file or submit 
compliance reports, notices and documents required by governmental bodies, 
(3) the removal of related oil and gas equipment including, without 
limitation, pipelines, sumps, foundations, and other facilities, whether the 
existence of same is known or unknown to the Parties at Closing, and (4) the 
complete and lawful restoration and reclamation of the lands used in 
connection with such wells and related equipment, pipelines, sumps and other 
facilities in compliance with all federal, state and local laws, rules and 
regulations, including, without limitation, all requirements of the California
Department of Conservation, Division of Oil, Gas and Geothermal Resources, 
with respect to such plugging and abandonment, removal and restoration and 
reclamation of associated lands, (ii) all obligations under licenses, permits,
franchises, easements, and rights-of-way associated with or included in the 
Property, (iii) any obligations with respect to the reabandonment of 
previously abandoned wells on lands included in the Property, (iv) any 
obligations with respect to Deserted Wells as defined in California Public 
Resources Code, Section 3237, and (v) remediation and clean-up with respect 
to those matters identified on Schedule "9(c)" attached hereto.  This 
assumption of obligations and liabilities by Berry shall include Aera's 
obligations and liabilities with respect to net proceeds from production 
attributable to interests in the Property as currently held in 
suspense because of a lack of identity or address of owners, title questions, 
change of ownership or similar reasons as identified on Schedule "19(b)" 
attached hereto.  As set forth in section 20, Berry shall defend, indemnify and 
hold Aera harmless with respect to the performance or failure to perform of 
Berry's obligations under this section 19. 

     20.    INDEMNIFICATION.  Capitalized terms used in this section 20 which 
are not defined elsewhere in this Agreement are defined in subsection 20(c) 
below.  

     (a)   General Indemnity by Berry.  To the fullest extent permitted by law, 
but no further, Berry shall indemnify and hold harmless Aera, its Affiliates 
and their officers, directors, employees and agents, from any and all Claims 
for which a Claim Notice is delivered to Berry and provided such Claims 
directly or indirectly arise or result from or are caused by the use, 
operation, maintenance, occupation, ownership, plugging or abandonment of the 
Property or contamination of the Property with naturally-occurring radioactive 
materials either before or after the Effective Date even though such Claims 
may have been contributed to or caused by the negligence or fault of Aera 
occurring prior to Closing [except for (i) Environmental Claims or 
Environmental Cleanup Liability as provided for in subsection 20(b) below; and 
(ii) any such Claims caused by the willful misconduct or gross negligence of 
Aera].  Berry further covenants and agrees to defend any suits brought against 
Aera, its affiliates or their respective officers, directors, employees and 
agents, on account of any such Claims indemnified hereunder and to pay or 
discharge the full amount or obligation of such Claims incurred by, accruing 
to or imposed on Aera, its Affiliates or their respective officers, directors,
employees or agents resulting from any such suit or suits.  In addition, 
Berry shall pay to Aera, its Affiliates or their respective officers, 
directors, employees or agents, as applicable, all reasonable attorneys fees 
incurred by Aera, its Affiliates or their respective officers, directors, 
employees or agents, as applicable, in enforcing Berry's indemnity in this 
subsection 20(a). 

     (b)   Environmental Indemnity by Berry.  To the fullest extent permitted 
by law, but no further, Berry shall indemnify and hold harmless Aera, its 
Affiliates and their respective officers, employees, and agents, from and 
against any and all Environmental Claims or Environmental Cleanup Liability 
for which a Claim Notice is delivered to Berry and which Arises directly or 
indirectly from the use, operation, maintenance, occupation, ownership or 
abandonment of the Property either before or after the Effective Date with 
respect to any Environmental Claim or Environmental Cleanup Liability 
initially made against or sought to be imposed upon Aera, its Affiliates or 
their respective officers, directors, employees and agents, even though 
caused, or contributed to, by the negligence or fault of Aera, except for any
such Environmental Claims or Environmental Cleanup Liability caused by the 
willful misconduct or gross negligence of Aera or as a result of the past 
(prior to the Effective Date) disposal of Chemical Substances offsite from 
the Property.  Berry further covenants and agrees to defend any suits or 
administrative proceedings brought against Aera, its Affiliates and their 
respective officers, directors, employees and agents on account of any such 
Environmental Claims or Environmental Cleanup Liability and to pay or 
discharge the full amount or obligation of such Environmental Claims or 
Environmental Cleanup Liability incurred by, accruing to or imposed on Aera, 
its Affiliates, or their respective officers, directors, employees or agents,
as applicable, resulting from any such suit or suits or any amounts resulting
from the settlement or resolution of such suit or suits or administrative 
proceedings.  In addition, Berry shall pay to Aera, its Affiliates, or their 
respective officers, directors, employees or agents, as applicable, all 
reasonable attorneys' fees incurred by Aera, its Affiliates, or 
their respective officers, directors, employees or agents, as applicable, in 
enforcing Berry's indemnity in this subsection 20(b).

     (c)   Definitions.  For purposes of this Agreement:  

     (1)   "Affiliate" shall mean a Party's "Parent Company" and "Affiliated 
Companies."  "Parent Company," "Affiliated Companies" and "Controlling 
Interest" shall have the following meanings:
 
     (i)   A Party's "Parent Company" shall mean an entity having a 
"Controlling Interest" in such Party;

     (ii)   A Party's "Affiliated Companies" shall mean any and all entities in 
which the Party or the Parent Company of such Party has a direct or indirect 
"Controlling Interest;" and

     (iii)   "Controlling Interest" shall mean: (1) a legal or beneficial 
ownership of fifty percent (50%) or more of the voting stock or other voting 
rights in an entity; or (2) a member company of a  limited liability company.

     (2)   "Arises."  An Environmental Claim or Environmental Cleanup Liability
shall be deemed to Arise upon (i) each discrete, operationally-related Release
of Chemical Substance, as measured on a daily basis, or (ii) each discrete, 
operationally-related occurrence of pollution, contamination or migration, as 
measured on a daily basis.  

     (3)   "Chemical Substances" shall mean any chemical substance, including, 
but not limited to, any sort of pollutants, contaminants, chemicals, raw 
materials, intermediates, products, industrial, solid, toxic or hazardous 
substances, materials, wastes, or petroleum products, including crude oil or 
any component thereof.  

     (4)   "Claims" shall mean any and all claims, demands, loss, liability, 
liens, demands, judgments, settlements, suits, causes of action, fines, 
penalties, compliances, costs, and any costs, expenses and fees associated 
with the investigation, defense and resolution of the foregoing, including 
without limitation, reasonable attorney's fees.  Claims may be based on any 
theory of tort, contract, strict liability, statutory liability (including, 
without limitation, fines, penalties, obligations or requirements) or any 
other basis for liability and shall include, without limitation, any Claims 
arising, occurring or resulting from, related to or based on the injury, 
disease, or death of any persons (including, without limitation, the 
Indemnifying Party's employees, agents and representatives) or damage to, 
loss or destruction of any property, real or personal (including, without 
limitation, the Indemnifying Party's property).  

     (5)   "Claim Notice" shall mean a notice delivered to either Party, in 
writing, that the other Party has received a claim or demand from a Third 
Party or been served with process by or on behalf of a Third Party asserting
Claims, Environmental Claims or Environmental Cleanup Liability which is 
indemnified hereunder.  

     (6)   "Environmental Claim" shall mean any claim, demand, action, suit or 
proceeding for the injury, disease or death of any person (including, without 
limitation, the Indemnifying Party's employees, agents and representatives), 
property damage, damage to the environment, or damage to natural resources 
made, asserted or prosecuted by or on behalf of any Third Party (whether 
based on negligent acts or omissions, statutory liability, or strict liability 
without fault or otherwise) arising or alleged to arise under any Environmental
Law.  Environmental Claim includes any damages, settlement amounts, fines and 
penalties assessed or costs of complying with any orders or decrees of courts, 
administrative tribunals or other governmental entities (other than such 
compliance costs related to Environmental Cleanup Liability) associated with 
resolving such claims, demands, actions, suits or proceedings and any costs, 
expenses and fees, including, without limitation, reasonable attorney's fees 
incurred in the investigation, defense and resolution of such claims, demands, 
actions, suits and proceedings. 

     (7)   "Environmental Cleanup Liability" shall mean any cost or expense of
any nature whatsoever incurred (in order to comply with the provisions of any 
Environmental Law or the provisions of any order or decree of any court or 
administrative or regulatory tribunal or agency enforcing any Environmental 
Law) to contain, remove, remedy, respond to, clean up, or abate any Release 
of Chemical Substances or other contamination or pollution of the air, surface 
water, groundwater, land surface or subsurface strata related to the operation, 
use, maintenance and ownership of the Property, whether such Release, 
contamination or pollution is located on, within, under or above real property 
included in the Property ("on site") or is located off site, including, but not 
limited to, any Release of Chemical Substances or other contamination or 
pollution arising out of or resulting from the manufacture, generation, 
formulation, processing, labeling, distribution, introduction into commerce, or 
on site or off site use, treatment, handling, storage, disposal, or 
transportation of any Chemical Substances.  Environmental Cleanup Liability 
includes, without limitation, any judgments, damages, settlements, costs or 
expenses (including, without limitation, reasonable attorneys', consultants'
and experts' fees and expenses) incurred with respect to (i) any 
investigation, study, assessment, legal representation, cost recovery by a 
governmental agency or Third Party, or monitoring or testing in connection 
therewith, (ii) the Property as a result of actions or measures necessary to 
implement or effectuate any such containment, removal, remediation, response,
cleanup or abatement, and (iii) the resolution of such liabilities.  

     (8)   "Environmental Law" means any statutes, rules, regulations, 
controlling judicial decisions or legal requirements relating to or 
regulating the pollution, protection or cleanup of the environment or damage 
to or remediation of damage to real property and natural resources (including,
but not limited to, ambient air, surface water, groundwater, and land surface 
or subsurface strata) including, without limitation, legal requirements 
contained in the Comprehensive Environmental Response, Compensation and 
Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended (CERCLA); 
the Resources Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901, 
et seq., as amended (RCRA); the Superfund Amendments and Reauthorization Act 
of 1986, Pub. L. 99-499, as amended (SARA); the Clean Air Act, 42 U.S.C. 
Section 7401, et seq., as amended; Federal Water Pollution Control Act, 33 
U.S.C. Section 2601 et seq., as amended; National Environmental Policy Act, 
42 U.S.C. Section 4321, et seq., as amended (NEPA); and the Safe Drinking 
Water Act, 42 U.S.C., Section 300 j-l, et seq., as amended; and/or any other 
federal, state or local laws, statutes, ordinances, rules, regulations or 
orders (including decisions of any court or administrative body) relating to 
the pollution, protection or cleanup of the environment as specified above.  
Environmental Law shall also mean the Toxic Substance Control Act, 25 U.S.C. 
Section 1502, et seq., as amended (TOSCA) and/or any other federal, state 
(including, without limitation, laws with respect to trespass, nuisance and 
other torts or similar legal theories which may be applied to establish 
liability or responsibility for Environmental Cleanup or Environmental 
Claims) or local laws, statutes, ordinances, rules, regulations or orders 
(including decisions of any court or administrative body) relating to (i) 
release, containment, removal, remediation, response, cleanup or abatement 
of any sort of Chemical Substance, (ii) the manufacture, generation, 
formulation, processing, labeling, distribution, introduction into commerce, 
use, treatment, handling, storage, disposal or transportation of any Chemical 
Substance, (iii) exposure of persons, including employees of Berry, to any 
Chemical Substance and other occupational safety or health matters, or (iv) 
the physical structure or condition of a building, facility, fixture or other 
structure, including, without limitation, those relating to the management, 
use, storage, disposal, cleanup or removal of asbestos, asbestos-containing 
materials, polychlorinated biphenyls or any other Chemical Substance. 

     (9)  "Release" shall mean any spilling, leaking, pumping, pouring, 
emitting, emptying, discharging, escaping, leaching, dumping or disposing of 
any Chemical Substance into the environment (including, but not limited to, 
the ambient air, surface water, groundwater and land surface or subsurface 
strata) of any kind whatsoever (including also the abandonment or discarding 
of barrels, containers, tanks or other receptacles containing or previously 
containing any Chemical Substance).  

    (10)  "Third Party" shall mean any person (other than a Party or its 
Affiliates) including, without limitation, any such natural person, business 
entity (corporation, partnership, trust, sole proprietorship or other 
business entity), any federal, state or local governmental entity, agency or 
administrative body, employee of Berry or of Aera, former employee of Berry 
or of Aera, or their respective legal representatives, heirs, beneficiaries 
or estates.

    (d)  Indemnified Party's Participation.  Any indemnified Party shall have 
the right at all times, if it so elects and without relieving the indemnifying
Party of its obligations to defend hereunder, to participate in the 
preparation for and conducting of any hearing or trial related to these 
indemnification provisions, as well as the right to appear on its own behalf 
at any such hearing or trial.  Any such participation or appearance by an 
indemnified Party shall be at its sole cost and expense. 

     An indemnified Party shall not execute a consent order nor accept any 
settlement regarding an indemnified matter without the indemnifying Party's 
prior written approval.  The indemnified Party shall cooperate fully with the 
indemnifying Party in the defense of any matter hereunder by the indemnifying 
Party and shall take those actions reasonably, within its power to take which 
are reasonably necessary to preserve any legal defenses to indemnified 
matters hereunder until the indemnifying Party has assumed the defense of 
the matter.  

     (e)  Aera to Cooperate with Berry regarding Obtaining Certain Rights from 
Mobil.  The Parties acknowledge that under the transaction [documented by 
that certain Contribution Agreement dated October 31, 1998, whereby Mobil 
contributed the Property to Aera ("Contribution Agreement")] Aera was given 
certain environmental indemnity rights whereby Mobil would indemnify Aera 
with respect to certain environmental claims regarding the Property.  Should 
Berry discover and notify Aera in writing prior to September 30, 2000, of any 
Environmental Liability or Liabilities (as defined by the Contribution 
Agreement) related to the Property equal to or exceeding a liability amount of 
One Million and No Hundredths Dollars ($1,000,000.00), then Aera will notify 
Mobil of such Environmental Liability or Liabilities as provided by Section 
18.03 of the Contribution Agreement.  Aera agrees to cooperate with Berry in 
attempting to obtain for Berry those same environmental indemnity rights given 
to Aera by Mobil under Article 18 of the Contribution Agreement, including 
requesting Mobil's consent to Aera's assignment to Berry of those 
environmental indemnity rights as to any Environmental Liability or Liabilities 
which Berry has discovered and provided notice of to Aera under this 
subsection.  However, Aera's sole obligation under this subsection of this 
Agreement is to cooperate with Berry in Berry's attempts to obtain those rights 
from Mobil, and if Berry fails to obtain such rights from Mobil, Aera will in 
no way be liable to Berry in any form or fashion.  Berry acknowledges that this 
provision is in no way a representation or warranty by Aera or Mobil that the 
rights exist or that Berry will receive such rights from Mobil.  Berry 
acknowledges that it is in Mobil's sole discretion to grant any such rights to 
Berry.  It is expressly agreed that the transaction contemplated by this 
Agreement is in no way conditioned upon Berry receiving such environmental 
indemnity rights from Mobil, and that this provision in no way affects Berry's 
indemnity obligations to Aera under this Article 20 of this Agreement  


     21.     EXISTING CONTRACTS.  

      (a)   Assumption of Contracts.	The sale contemplated hereunder 
shall be made subject to any and all existing operating agreements, unit 
agreements, gas balancing agreements, gas processing agreements, and that 
certain Crude Oil Purchase and Sale Agreement between Texaco Trading and 
Transportation, Inc. and Arco Oil and Gas Company dated March 27, 1992 
(which agreement may be assigned by Mobil to Berry and which is listed on 
page 18 of Exhibit "A" hereto), as well as any and all other agreements, 
permits, franchises, leases, licenses, easements and rights-of-way including, 
without limitation, overage/shortage agreements and exchange agreements to 
which the Property is subject.  To the extent such agreements may be 
assigned and delegated, Berry shall assume and be responsible for all 
obligations of Aera accruing under such agreements.  If such agreements may 
not be assigned or delegated, Aera may, at its sole discretion and upon the 
consent of Berry, perform such agreements on behalf of Berry and Berry shall 
promptly, upon notice, reimburse Aera for its respective costs, expenses and 
obligations incurred in performing such agreements. 

    (b)   Gas Imbalances.  Berry shall accept all gas and oil imbalances that 
exist on the Property as of the Effective Date and shall assume all 
responsibility to settle with other interest owners for any over or short gas 
or oil imbalances that exist on the Property.  If the gas or oil imbalance on a 
particular Property interest is a net liability, Berry shall indemnify Aera for
that net liability.  With regard to the Post-Closing Settlement 
[Article 17(e)], any gas and oil imbalances that exist on the Property as of 
the Effective Date, which are a result of operations occurring prior to the 
Effective Date, will be the financial responsibility of Aera and will be 
reflected as an adjustment in the post-Closing settlement if not previously 
settled.  Any gas and oil imbalances that exist on the Property as of the 
Effective Date, which are a result of operations occurring on or after the 
Effective Date, will be the financial responsibility of Berry and will be 
reflected as an adjustment in the post-Closing settlement if not previously 
settled.  

     22.     NOTICES.  All notices and communications required or permitted 
under this Agreement shall be in writing, delivered to or sent by U. S. Mail or 
nationally recognized commercial courier service, postage or delivery charges 
prepaid, or by telecopy, addressed as follows (or such other address as may 
be specified by ten (10) days prior written notice to the other Party):

   Aera

Aera Energy LLC
Attention:  San Joaquin Valley Asset
5060 California Avenue (93309)
P. O. Box 11164
Bakersfield, CA  93389-1164
Telephone:  (805) 326-5000
Telecopy:  (805) 326-5708


   Berry

Berry Petroleum Company
Attention:  President
28700 Hovey Hills Road
Taft, CA  93268
Telephone:  (805) 769-8811
Telecopy:  (805) 769-8960
				
Notice shall be deemed to have been duly given when delivered to or sent to 
the other Party in the manner prescribed herein and actually received by the 
Party to whom the notice is given. 

     23.     PARTIES IN INTEREST.  Subject to subsection 27(d) below, this 
Agreement shall inure to the benefit of and be binding upon Aera and Berry 
and their respective successors and assigns.  However, no assignment by any 
Party shall relieve any Party of any duties or obligations under this 
Agreement. 
 

     24.     COMPLETE AGREEMENT.  When executed by the authorized 
representatives of Aera and Berry, this Agreement, together with the executed 
copies of the exhibits hereto and documents referred to herein, shall 
supersede all prior written or oral and all contemporaneous oral agreements 
and understandings between the Parties, including without limitation, all and 
any bid solicitation, bid offer and bid acceptance letters, and shall 
constitute the complete agreement between the Parties regarding the purchase 
and sale of the Property. 

     25.     APPROVAL OF BOARD OF MANAGERS AND BOARD OF DIRECTORS.  

Any obligation of Aera or Berry to close the sale contemplated 
hereunder shall be, and is, conditioned on and subject to Aera's Board of 
Managers having approved this Agreement and Berry's Board of Directors 
having approved this Agreement, which approvals shall be determined on or 
before January 31, 1999.  In determining whether or not to approve, each 
Board may act with full and unfettered discretion in the exercise of its 
independent business judgment and shall not be prejudiced or limited in the 
exercise of such discretion and judgment by the prior execution of this 
Agreement.  If either Board fails to approve this Agreement, whether by 
action or inaction, on or before January 31, 1999, this Agreement shall 
forthwith terminate and neither Party shall have any further rights or 
obligations hereunder, except for Aera's rights and Berry's obligations 
under the Confidentiality Agreement and the Indemnification Agreement.    

     26.     APPLICABLE LAW.  THIS AGREEMENT, OTHER DOCUMENTS 
EXECUTED AND DELIVERED PURSUANT HERETO, AND THE LEGAL RELATIONS 
BETWEEN THE PARTIES WITH RESPECT TO THIS AGREEMENT, SHALL BE 
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF 
CALIFORNIA WITHOUT REGARD TO RULES CONCERNING CONFLICTS OF LAWS; 
PROVIDED, THAT THE VALIDITY OF THE VARIOUS CONVEYANCES TRANSFERRING 
TITLE TO REAL PROPERTY AND REAL PROPERTY INTERESTS UNDER THIS 
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
LAWS OF THE JURISDICTION IN WHICH SUCH REAL PROPERTY OR REAL PROPERTY 
INTERESTS ARE LOCATED.  

     27.     MISCELLANEOUS PROVISIONS.  

     (a)   Captions.  Captions have been inserted for reference purposes only 
and shall not define or limit the terms of this Agreement.

     (b)   Partial Invalidity.  If any provision of this Agreement is held 
invalid, such invalidity shall not affect the remaining provisions.

     (c)   Modification.  This Agreement cannot be modified or amended except 
by a written instrument duly executed by Aera and Berry.

     (d)   Assignment.  Neither Aera nor Berry, without the prior written 
consent of the other Party, shall assign any right or obligation under this 
Agreement prior to Closing, or attempt to delegate any duty to be performed 
under this Agreement, except that Aera may make such an assignment and/or 
delegation to an Affiliate without the consent of Berry.  Consent to assign 
shall not be unreasonably withheld by either Party.  Any attempted assignment
or delegation without such consent shall be void and of no effect.  

     (e)   Counterparts.  This Agreement may be executed in any number of 
counterparts, each of which shall be deemed an original instrument, but all of 
which together shall constitute but one and the same instrument.

     (f)   Expenses.  Except as otherwise expressly provided herein, all 
expenses incurred by each Party in connection with the transaction 
contemplated herein, including, without limitation, attorney's fees, are for 
the account of the Party incurring the same and the Party incurring such 
expenses shall defend, indemnify and hold harmless the other Party from and 
against such expenses.  

     (g)   Signs.  Aera shall have the right, but not the obligation, to remove
all of Aera's signs, placards, notices, or other posted documents or 
information and any other like property which refers to Aera's ownership of 
the Property or responsibility for the operations conducted thereon.  

     (h)   Press Releases.  For the period ending thirty (30) days after 
Closing, no information in connection with this sale shall be released to 
the public, including, without limitation, through press releases, without 
the express written permission of Aera, unless required by applicable federal,
state or local laws.


     (i)   No Recording.  This Agreement shall not be recorded or filed by any 
Party or their successors or assigns, in or with any public or governmental 
office, officer, agency or records repository without the prior written consent
of the other Party, unless required to be filed by the federal securities 
laws.  

     (j)   Survival.  All representations, indemnifications, covenants, 
obligations and promises of the Parties set forth in this Agreement shall 
survive Closing.  All documents conveying, transferring or assigning the 
Property shall incorporate by reference the terms and conditions of this 
Agreement. 

     (k)   Exhibits and Schedules.  The Exhibits and Schedules listed below are 
attached to this Agreement:  

      Exhibit "A"         Property and Property Interests Subject To This
                            Agreement
      Exhibit "B"         Assignment and Conveyance
      Exhibit "C"         Personal Property Agreement and Bill of Sale
      Exhibit "D"         Aera Non-foreign Affidavit
      Exhibit "E"         Confidentiality Agreement
      Exhibit "G"         Indemnification Agreement
      Schedule"1(e)"      Specifically Listed Rights-of-Way, etc.
      Schedule"1(g)"      Specifically Listed Salt Water Disposal and Water
                            Wells
      Schedule "1(h)"     Specifically Listed Facilities
      Schedule "1(i)"     Specifically Listed Equipment
      Schedule "1(j)"     Specifically Listed Personal Property, etc.  
      Schedule "9(b)"       Notice of Releases
      Schedule "9(c)"     List of Oil Spill Reports and Consultant's Reports
      Schedule "13(d)"    Aera's Litigation
      Schedule "14(d)"    Berry's Litigation
      Schedule "19(a)"    Notice to DOG of Well Transfers
      Schedule "19(b)"    Suspense Items

     (l)  Time of Essence.  Time is of the essence in the performance of this 
Agreement. 

     (m)  H-S-R.  If either Aera or Berry determine that the Hart-Scott-Rodino 
Antitrust Improvements Act of 1976 is applicable to this transaction, then the 
Parties which are required to file shall file with the Federal Trade Commission 
and the Department of Justice the required notifications, reports, and 
supplemental information to comply in all respects with the requirements of 
said Act.

     (n)   No Partnership.  Nothing contained in this Agreement shall be 
deemed to create a joint venture, partnership, tax partnership or agency rela-
tionship between the Parties. 

     (o)   File Transfers.  Within thirty (30) days after Closing, Aera will 
transfer to Berry, subject to Aera's continuing right of access as hereinafter
set forth, the following files and records in Aera's possession:  (1) all of 
the original files, records, and non-interpretative data relating to the 
Property including, but not limited to:  lease, land, and title records 
(including abstracts of title, title opinions, and title curative documents);
contracts; correspondence; production and well records; electric logs; cores 
and core data; pressure data; graphical production and decline curves; health,
safety, environmental, and regulatory compliance records; permitting files; 
and the rights to copy, disclose, and distribute all of the above materials; 
and (2) certain interpretative data that is specific to the Property, 
including, but not limited to, developmental studies, developmental 
geological mapping, reservoir engineering studies, surveillance 
engineering studies, and facility engineering studies; excepting, however, 
Aera's (i) general corporate and tax records, (ii)  records that pertain to 
individual employees, (iii) records subject to attorney-client privilege (other 
than title opinions), (iv) legal department files and records, and documents 
subject to the attorney-client privilege, (v) information owned by a third 
party and held by Aera under a license that prohibits assignment, and (vi) 
information that is confidential or proprietary to a third party and held by 
Aera under an agreement prohibiting disclosure; and excluding regional 
geophysical and geological data, mapping, interpretations, and similar 
information; provided, however, that Aera will provide to Berry copies of 
documents in lieu of originals to the extent Aera elects to retain the 
originals of documents it reasonably anticipates requiring for tax audit 
purposes (and provided, further, that Aera shall cooperate with Berry to 
request from Western copies of the aforesaid items in (i) through (v) to the 
extent same relate, directly or indirectly, to the ownership or operation of 
the Property; and provided, however, that Aera shall not be required to 
provide to Berry any data not provided to Aera by Western, such as proprietary
algorithms or technology that Western used to prepare the interpretative data,
nor results or conclusions drawn from or contained within any studies 
described above employing proprietary algorithms or technology; and provided,
further, that to the extent Aera has any rights of ownership that are 
transferable and upon delivery of the assigned interpretative data, Berry 
shall own an undivided interest in such data and the intellectual property 
rights therein and shall be free to deal with such data and rights without 
accounting to Aera; and provided, further, that Aera provides to 
Berry the interpretative data (to which Aera has any rights) provided by 
Western to Aera as is, with all faults, and with no warranty of any kind 
whatsoever.  Under no circumstances shall Aera be liable to Berry with regard 
to the accuracy or interpretation of any information transferred under this 
subsection (o). 

     Aera retains the right of complete access to the above files and records, 
which right of access may be exercised by Aera at reasonable times, upon 
giving Berry reasonable notice and which shall include, at Aera's sole cost and 
expense, the right to copy or duplicate any and all contents therein.  Should 
Aera be required by a governmental rule or order to produce the original of 
any document described in this subsection,  Berry will, to the best of its 
ability, make such document available to enable Aera to comply with said 
rule or order upon receiving proper assurance that such document will be 
promptly returned to Berry.  

      EXECUTED by the Parties hereto as indicated below by the signatures of 
their respective representatives; however, for identification purposes, this 
Agreement shall be deemed dated as of the date the last Party hereto signs 
this Agreement. 



AERA ENERGY LLC


					
By: /s/ J. C. Boyd
    Attorney-in-Fact


Date: January 26, 1999



BERRY PETROLEUM COMPANY

	

By: s/s Jerry V. Hoffman


Title: President and CEO


Date: January 26, 1999


 

 
 


   
                                EXHIBIT "A"
                                     to
                         PURCHASE AND SALE AGREEMENT
                                  between
                 AERA ENERGY LLC AND BERRY PETROLEUM COMPANY

                DESCRIPTION OF PROPERTY AND PROPERTY INTERESTS
                           SUBJECT TO THIS AGREEMENT

                        LOS ANGELES COUNTY, CALIFORNIA

The primary term of each oil and gas lease set out in this Exhibit has a 
primary term of less than thirty-five (35) years.  

CA116600:

Oil and Gas Lease, and all modifications, ratifications, and amendments 
thereto, dated December 1, 1943, executed by the U. S. Bureau of Land 
Management, recorded in Book 36081, Page 77, Official Records, as conveyed to 
Aera Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998,
and recorded January 25, 1999, as Document # 99-109978, Official Records, Los 
Angeles County.

CA116602:

Oil and Gas Lease, and all modifications, ratifications, and amendments 
thereto, dated March 1, 1949, executed by the U. S. Bureau of Land 
Management, recorded in Book 36081, Page 63, Official Records, as conveyed to
Aera Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998,
and recorded January 25, 1999, as Document # 99-109978, Official Records, 
Los Angeles County.

CA078865C:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated March 7, 1995, executed by ETCR Inc., recorded as Document # 95-1332211, 
Official Records, as conveyed to Aera Energy LLC by Conveyance, Assignment and 
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document 
# 99-109978, Official Records, Los Angeles County.

CA078869:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated February 2, 1995, executed by Anne M. Phillips, recorded as Document 
# 95-1332216, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.


CA078870A:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 7, 1995, executed by Roger Moore, recorded as Document # 95-1160340,
Official Records, as conveyed to Aera Energy LLC by Conveyance, Assignment and 
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document 
# 99-109978, Official Records, Los Angeles County.

CA078870B:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 1, 1995, executed by Shirley Phillips, recorded as Document 
# 95-1160339, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.

CA077774:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 18, 1990, executed by Placerita Partners, recorded as Document 
# 91-1301277, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999, 
as Document # 99-109978, Official Records, Los Angeles County. 

CA077775A:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 18, 1990 executed by Placerita Partners, recorded as Document 
# 91-1301275, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County. 

CA 077775B:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated May 22, 1990, executed by Phillip Jaffe, recorded as Document # 91-266001,
Official Records, as conveyed to Aera Energy LLC by Conveyance, Assignment and 
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document 
# 99-109978, Official Records, Los Angeles County.


CA0777776A:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 12, 1990, executed by Sebastiano Sterpa, recorded as Document 
# 90-1718303, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County. 

CA077776B:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 16, 1990, executed by Bernice E. Sterpa, recorded as Document 
# 90-1955094, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.  

CA077777A:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 12, 1990, executed by Sebastiano Sterpa, recorded as Document 
# 90-1718304, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County. 

CA077777B:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 16, 1990, executed by Bernice E. Sterpa, recorded as Document 
# 90-1718305, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County. 

CA077778A:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 12, 1990, executed by Sebastiano Sterpa, recorded as Document 
# 90-1955095, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County. 


CA077778B:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July, 16, 1990, executed by Bernice E. Sterpa recorded as Document 
# 90-1749197, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County. 

CA077779A:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 18, 1990, executed by Placerita Partners et al, recorded as Document
# 91-1301278, Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.

CA077781:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 21, 1990, executed by June E. George, recorded as Document 
# 90-1506802, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.

CA077782:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated May 19, 1990, executed by LeRoy A. and Edythe L. Phelan, recorded as 
Document # 90-1482476, Official Records, as conveyed to Aera Energy LLC by 
Conveyance, Assignment and Bill of Sale dated July 1, 1998, and recorded 
January 25, 1999, as Document # 99-109978, Official Records, Los Angeles 
County.  

CA077783:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 21, 1990, executed by Joan M. Scharlin, and William H. Selditz, 
recorded as Document # 90-1576804, Official Records, as conveyed to Aera 
Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998, and
recorded January 25, 1999, as Document # 99-109978, Official Records, Los 
Angeles County.


CA077784:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 21, 1990, executed by Joan M. Scharlin and William H. Selditz, 
recorded as Document # 90-1576803, Official Records, as conveyed to Aera 
Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998, 
and recorded January 25, 1999, as Document # 99-109978, Official Records, 
Los Angeles County.

CA077787:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 26, 1990, executed by Dorris C. Johnson, recorded as Document 
# 90-1718306, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.

CA077788:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 22, 1990, executed by Julia C. Woods, recorded as Document 
# 90-1718307, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.

CA077789:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 2, 1990, executed by Norma Minna, recorded as Document # 90-1718308,
Official Records, as conveyed to Aera Energy LLC by Conveyance, Assignment 
and Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as 
Document # 99-109978, Official Records, Los Angeles County.

CA077791:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated May 15, 1990, executed by Catherine M. Robbins, recorded as Document 
# 90-1955096, Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999, 
as Document # 99-109978, Official Records, Los Angeles County.


CA077792:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 13, 1990, executed by Jack Willick, recorded as Document 
# 90-1718310, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.

CA077793:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 16, 1990, executed by JMT Oil Company, recorded as Document 
# 91-1364339, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.

CA078137:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 25, 1990, executed by Georgia Russell and Thelma M. Russell, 
recorded as Document # 90-1718311, Official Records, as conveyed to Aera 
Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998, 
and recorded January 25, 1999, as Document # 99-109978, Official Records, 
Los Angeles County.

CA078140:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated August 30, 1990, executed by Hazel Berry, recorded as Document 
# 90-1718312, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.

CA078191A:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated October 10, 1990, executed by Marjorie L. Belshe,  recorded as Document 
#91-171292, Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.


CA078196:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 5, 1990, executed by Ronald S. Press, recorded as Document 
#91-171294, Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 
1999, as Document #99-109978, Official Records, Los Angeles County.

CA078224A:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 13, 1990, executed by Andrew G. Kadar MD, recorded as Document 
#91-171295, Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 
1999, as Document #99-109978, Official Records, Los Angeles County.

CA078226:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 9, 1990, executed by Ben S. McGlashan Trusts, recorded as 
Document #91-171296, Official Records, as conveyed to Aera Energy LLC by 
Conveyance, Assignment and Bill of Sale dated July 1, 1998, and recorded 
January 25, 1999, as Document #99-109978, Official Records, Los Angeles County.

CA078256:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated October 15, 1990, executed by John Vernon McEvoy, recorded as Document 
#91-171297, Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999, 
as Document #99-109978, Official Records, Los Angeles County.

CA078588:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 21, 1990, executed by Anita D. Gerlach, Trustee, recorded as 
Document #91-1252426 Official Records, as conveyed to Aera Energy LLC by 
Conveyance, Assignment and Bill of Sale dated July 1, 1998, and recorded 
January 25, 1999, as Document #99-109978, Official Records, Los Angeles 
County.

CA078602:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 20, 1991, executed by George M. Despain, recorded as Document 
#91-171293 Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 
1999, as Document # 99-109978, Official Records, Los Angeles County.

CA78737:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 12, 1992, executed by Avedis Kasparian et al, recorded as 
Document # 93-971879 Official Records, as conveyed to Aera Energy LLC by 
Conveyance, Assignment and Bill of Sale dated July 1, 1998, and recorded 
January 25, 1999, as Document #99-109978, Official Records, Los Angeles 
County.

CA078871A:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1992, executed by Harrison E. Bemis, recorded as Document 
#95-1774950 Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 
1999, as Document # 99-109978, Official Records, Los Angeles County.

CA078871B:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1995, executed by Jeanette S. Dronsky, recorded as Document 
#95-1774951 Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 
1999, as Document #99-109978, Official Records, Los Angeles County.

CA078871C:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1995, executed by Frederic J. Bemis, recorded as Document 
#95-1782028 Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 
1999, as Document #99-109978, Official Records, Los Angeles County.


CA078871D:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1995, executed by Patricia Warner, recorded as Document 
#95-1774952 Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 
1999, as Document #99-109978, Official Records, Los Angeles County.

CA078871E:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1995, executed by Elizabeth Chandler, recorded as Document 
#95-1774953 Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 
1999, as Document #99-109978, Official Records, Los Angeles County.

CA116601:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated March 18, 1946, executed by Roy and Wanda Kraft, recorded in Book 22994, 
Page 195, Official Records, as conveyed to Aera Energy LLC by Conveyance, 
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 
1999, as Document #99-109978, Official Records, Los Angeles County.

CA143196:

Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated September 1, 1970,  executed by Mobil Oil Corporation, recorded in Book M 
3755, Page 844, as conveyed to Aera Energy LLC by Conveyance, Assignment and 
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document 
#99-109978, Official Records, Los Angeles County.

CA006110:

All that portion of Section 31, being the E/2 of Lot 9, E/2 of Lot 12, and 
Lot 8, excepting therefrom those portions of Lots 8, 9, and 12 deeded to the 
State of California for freeway purposes from the surface down to 500 feet, 
as described in Grant Deed dated October 18, 1968, recorded in Book 4328, 
Page 885, Official Record, T. 4 N., R. 15 W., S.B.B.&M., as conveyed to Aera 
Energy LLC by Conveyance, Assignment, and Bill of Sale dated July 1, 1998, 
and recorded January 25, 1999, as Document #99-109978, Official Records, Los 
Angeles County.


CA006111:

All that portion of Sections 30, commencing at the SE corner of Section 30, 
thence West a distance of 924 feet to the true point of beginning; thence 
North 330 feet, thence West 132 feet, thence North 330 feet, thence West 660 
feet, thence South 330 feet, thence East 132 feet thence South 330 feet, 
thence East 660 feet to the point of beginning; T. 4 N., R. 15 W., S.B.B.&M. 
as conveyed to Aera Energy LLC by Conveyance, Assignment, and Bill of Sale 
dated July 1, 1998, and recorded January 25, 1999, as Document #99-109978, 
Official Records, Los Angeles County.

CA077795B AND AR94533:

Section 31, being Lots 1, 2, 35 and 36 of Tract 10699, in the County of Los 
Angeles, State of California, as per Map recorded in Book 165, Pages 36 and 
37 of Maps in the Office of the Los Angeles County Recorder; and the 
southerly 180 feet of Government Lot 6 which lies easterly of the easterly 
line of the 100 foot right of way of the Los Angeles City Aqueduct, described 
in the deed to the City of Los Angeles, recorded in Book 3703, Page 239 of 
Deeds, limited to depths from 500 feet to 1500 feet; and Section 31, being 
Lots 3, 40 and 41 of Tract 10699, as per Map recorded in Book 165, Pages 36 
and 37 of Maps in the Office of the Los Angeles County Recorder, limited to 
depths from the surface to 1500 feet; and Section 31, being Lots 14 and 17 of 
Tract 9943, as per Map recorded in Book 154, Pages 35 and 36 of Maps in the 
Office of the Los Angeles County Recorder, and  Government Lots 4, 5, 6, and 7; 
and Section 31, being Lots 3, 40 and 41 of Tract 10699, as per Map recorded in 
Book 165, Pages 36 and 37 of Maps in the Office of the Los Angeles County 
Recorder, limited to depths below 1500 feet; and Section 31, being Lots 1, 2, 
35 and 36 of Tract 10699, in the County of Los Angeles, State of California, as
per Map recorded in Book 165, Pages 36 and 37 of Maps in the Office of the Los 
Angeles County Recorder; and the southerly 180 feet of Government Lot 6 which 
lies easterly of the easterly line of the 100 foot right of way of the Los 
Angeles City Aqueduct, described in the deed to the City of Los Angeles, 
recorded in Book 3703, Page 239 of Deeds, limited to depths below 1500 feet; 
and Section 31, being that portion of Government Lot 6 which lies westerly of 
the westerly line and northerly prolongation of Tract 10699, in the County of
Los Angeles, State of California, as per Map recorded in Book 165, Pages 36 
and 37 of Maps in the Office of the Los Angeles County Recorder, excepting 
therefrom the southerly 180 feet thereof, limited to depths from 500 feet 
subsurface to all depths below; T. 4 N., R. 15 W., S.B.B.&M. as conveyed to 
Aera Energy LLC by Conveyance, Assignment, and Bill of Sale dated 
July 1, 1998, and recorded January 25, 1999, as Document #99-109978, 
Official Records, Los Angeles County.


CA00271:

PARCEL 1:
That portion of the Montezuma Placer mining claim comprising the W/2NW/4, the 
W/2 of Lot 1, and the W/2 of Lot 4 of Section 32, T. 4 N., R. 15 W., S.B.B.&M. 
according to the official plat thereof; Los Angeles County, California EXCEPT 
that portion lying South and East of a line described as follows: Beginning 
at a point in the Westerly line of Lot 1, said point being a distance of 
1275.27 feet from the southwest corner of Lot 4; thence North 57 degree 11' 36" 
East, a distance of 548.10 feet to the beginning of a tangent curve concave to 
the Northwest and having a radius of 3000 feet; thence Northeasterly along said 
curve 618.60 feet; thence North 45 degree 22' 44" East and tangent to said 
curve, a distance of 500.75 feet to a point on the Easterly line of the West 
Half of Lot 1, said point being a distance of 2317.96 feet from the Southeast 
corner of the West Half of  Lot 4; AS EXCEPTED AND RESERVED in deed dated June 
6, 1963, to Reynold B. O'Meara, et ux.

PARCEL 2:
That portion of the Montezuma Placer mining claim comprising the W/2NW/4, the 
W/2 of Lot 1, and the W/2 of Lot 4 of Section 32, T. 4 N., R. 15 W., S.B.B.&M. 
according to the official plat thereof lying South and East of a line described 
as follows: Beginning at a point in the Westerly line of Lot 1, said point 
being a distance of 1275.27 feet from the southwest corner of Lot 4; thence 
North 57 degree 11' 36" East, a distance of 548.10 feet to the beginning of a 
tangent curve concave to the Northwest and having a radius of 3000 feet; 
thence Northeasterly along said curve 618.60 feet; thence North 45 degree 22' 
44" East and tangent to said curve, a distance of 500.75 feet to a point on 
the Easterly line of the West Half of Lot 1, said point being a distance of 
2317.96 feet from the Southeast corner of the West Half of  Lot 4; Los 
Angeles County, California AS EXCEPTED AND RESERVED in deed dated June 3, 
1963, to Walt Disney Productions, a corporation; as conveyed to Aera Energy 
LLC by Grant Deed dated May 27, 1997, and recorded July 17, 1998, as Document 
# 98-1223997, Official Records of Los Angeles County.

CA77790 and AR105204:

All that portion of Section 31, being Lots 53 and 54 of Tract 10699 per map 
recorded in Book 165, Page 36 and 37 of Maps, Los Angeles County Recorder, T. 4 
N., R. 15 W., S.B.B.&M. as conveyed to Aera Energy LLC by Conveyance, 
Assignment, and Bill of Sale dated July 1, 1998, and recorded January 25, 
1999, as Document # 99-109978, Official Records, Los Angeles County.


CA078370 AND AR99398:

All that portion of Section 31, being Lot 5 of Tract 9943 per map recorded in 
Book 167, Page 32 and 33 of Maps, Los Angeles County Recorder T. 4 N., R. 15 
W., S.B.B.&M. as conveyed to Aera Energy LLC by Conveyance, Assignment, and 
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document 
# 99-109978, Official Records, Los Angeles County.

CA00265:

PARCEL 1:
That portion of Lots 4 and 5 lying west of the west line of the aqueduct, of 
Section 31, T. 4 N., R. 15 W., S.B.B.&M.,  as granted to the City of Los 
Angeles, as conveyed to Aera Energy LLC by Grant Deed dated May 27, 1997, 
and recorded July 17, 1998, as Document # 98-1223997, Official Record of Los 
Angeles County.

Except the surface of the south 410.00 feet of the west 368.00 feet of said 
section, and;

PARCEL 2:
An easement for ingress and egress at all times over, in, and across the south 
410.00 feet of the west 368.00 feet of Section 31, T. 4 N., R. 15 West, 
S.B.B.&M., as conveyed to Aera Energy LLC by Grant Deed dated May 27, 1997,
 and recorded July 17, 1998, as Document # 98-1223997, Official Records of 
Los Angeles County.

CA00266:

The SE/4NW/4, of Section 31, T. 4 N., R. 15 W., S.B.B.&M., as conveyed to Aera 
Energy LLC by Grant Deed dated May 27, 1997, and recorded July 17, 1998, as 
Document # 98-1223997, Official Records of Los Angeles County.

FE02174:

All that portion of the East Half of Lot 6, Section 30, T. 4 N., R. 15 W., 
S.B.B.&M., as conveyed  to CalResources LLC by Assignment and Conveyance 
dated February 20, 1995, and recorded April 20, 1995, as Document 
# 95-656668, Official Records of Los Angeles County. 

CA077799 AND AR94517:

All that portion of Section 31; being Lot 14 and the NE/4NW/4, T. 4 N., 
R. 15 W., S.B.B.&M. as conveyed to Aera Energy LLC by Conveyance, Assignment, 
and Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document 
# 99-109978, Official Records, Los Angeles County.


CA077795A AND AR94533

All that portion of Section 31; being Lots 14 and 17 of Tract 9943 per map 
recorded in Book 167, Page 32 and 33 of Maps, Los Angeles County Recorder, 
and Lots 3, 39, 40, 41, 42, and 43, of Tract 10699, per map recorded in Book 
165, Page 36 and 37 of Maps, Los Angeles County Recorder , and the right of 
ingress and egress over, upon, and across the easterly 24 feet of Lots 2 and 
35, of said Tract 10699, as reserved in deed recorded in Book 3713, Page 970, 
Official Records, Los Angeles County; T. 4 N., R. 15 W., S.B.B.&M. as conveyed 
to Aera Energy LLC by Conveyance, Assignment, and Bill of Sale dated July 1, 
1998, and recorded January 25, 1999, as Document # 99-109978, Official 
Records, Los Angeles County.




ALL OF THE FOLLOWING EASEMENTS, RIGHTS-OF-WAY, SURFACE 
LEASES, SERVITUDES AND FRANCHISES LIE WITHIN
LOS ANGELES COUNTY, CALIFORNIA:



CONTRACT    CONTRACT    CONTRACT        GRANTOR         GRANTEE       CONTRACT DESCRIPTION
NUMBER       TYPE         DATE           NAME            NAME
                                                        
AR094499   COMMINGLE    01/29/90   BUREAU LAND MGMT   TENNECO OIL CO   TOWNSHIP 4 NORTH,
                                   AGT                                 RANGE 15 WEST, SBBM
                                                                       SECTION 31


AR094563   CONSENT      07/16/90   ATLANTIC RICHFIELD GM MEDAK ET AL   TOWNSHIP 4 NORTH,
                                   CO                                  RANGE 15 WEST, SBBM
                                                                       SECTION 31


AR092495   CREDIT       12/20/85   ATLANTIC RICHFIELD SO CA EDISON CO  TOWNSHIP 4 NORTH,
                                   CO                                  RANGE 15 WEST, SBBM
                                                                       SECTION 31


AR094482   LINEWELL     12/12/89   BUREAU LAND MGMT   ATLANTIC         TOWNSHIP 4 NORTH,
                                   AGT                RICHFIELD CO     RANGE 15 WEST, SBBM
                                                                       SECTION 31


AR094483   LINEWELL     12/12/89   BUREAU LAND MGMT   ATLANTIC         TOWNSHIP 4 NORTH,
                                   AGT                RICHFIELD CO     RANGE 15 WEST, SBBM
                                                                       SECTION 31


AR094484   LINEWELL     08/11/87   BUREAU LAND MGMT   ATLANTIC         TOWNSHIP 4 NORTH,
                                   AGT                RICHFIELD CO     RANGE 15 WEST, SBBM
                                                                       SECTION 30 & 31


AR094489   LINEWELL     08/11/87   BUREAU LAND MGMT   TENNECO OIL CO   TOWNSHIP 4 NORTH,
                                   AGT                                 RANGE 15 WEST, SBBM
                                                                       SECTION 31


Page 1 OF 7

CONTRACT    CONTRACT    CONTRACT        GRANTOR         GRANTEE       CONTRACT DESCRIPTION
NUMBER       TYPE         DATE           NAME            NAME


AR092557   OPERATE      09/23/87   ATLANTIC           NEWHALL          COGENERATION FACILITY
                                   RICHFIELD CO       REFINING CO INC  


AR089531   PIPELINE     03/22/89   MOBIL EXPL &       ATLANTIC         TOWNSHIP 4 NORTH,
                                   PRODUCING US INC   RICHFIELD CO     RANGE 15 WEST, SBBM
                                                                       SECTION 31


AR099394   POOL         08/09/91   ATLANTIC           ATLANTIC         TOWNSHIP 4 NORTH,
                                   RICHFIELD CO       RICHFIELD CO     RANGE 15 WEST, SBBM
                                                                       VARIOUS TRACTS IN 
                                                                       SECTION 31


AR101413   POOL         05/20/92   CA STATE           ATLANTIC         TOWNSHIP 4 NORTH,
                                                      RICHFIELD CO     RANGE 15 WEST, SBBM
                                                                       SECTION 31: VARIOUS 
                                                                       LOTS IN TRACTS
                                                                       9943 & 10699


AR105064   POOL         11/03/95   ATLANTIC           ATLANTIC         POOLED UNIT DESCRIPTION:
                                   RICHFIELD CO       RICHFIELD CO     TOWNSHIP 4 NORTH, RANGE 15 
                                                                       WEST, SBBM
                                                                       SECTION 30: S/2 SE/4 NW/4,
                                                                       NE/4 SW/4, N/2 SE/4 SW/4 
                                                                       LIMITED TO PRODUCTION IN
                                                                       THE NORTH PLACERITA # 007
                                                                       WELL.
                                                                       CONTAINING 81.000 ACRES,
                                                                       MORE OR LESS


AR092394   POWER        06/17/68   ATLANTIC           WESTERN CATV     TOWNSHIP 4 NORTH, RANGE 15 
                                   RICHFIELD CO       INC              WEST, SBBM
                                                                       SECTION 30


AR092454   POWER        12/20/85   ATLANTIC           SO CA EDISON CO  TOWNSHIP 4 NORTH, RANGE 15 
                                   RICHFIELD CO                        WEST, SBBM
                                                                       SECTION 31:  SW/4



AR102297   SALE         01/20/93   ATLANTIC           CALTO OIL        TOWNSHIP 4 NORTH, RANGE 15 
                                   RICHFIELD CO       COMPANY          WEST, SBBM
                                                                       SECTION 30: LOT 3, NE/4 
                                                                       NW/4, SE/4


AR105078   SURFACE      11/16/95   ATLANTIC           SANTA CLARITA    TOWNSHIP 4 NORTH, RANGE 15 
                                   RICHFIELD CO       CITY             WEST, SBBM
                                                                       SECTION 30: SE/4 SW/4 
                                                                       ADDITIONAL EQUIPMENT 
                                                                       WILL BE USED BY THE 
                                                                       CITY OF SANTA CLARITA 
                                                                       TO PROVIDE
                                                                       EMERGENCY RADIO ACCESS
                                                                       FOR THE COMMUNITY


Page 2 OF 7


CONTRACT    CONTRACT    CONTRACT        GRANTOR         GRANTEE       CONTRACT DESCRIPTION
NUMBER       TYPE         DATE           NAME            NAME


MC07796   SURFACE LSE.  12/09/85   MOBIL EXPLOR. AND  AES PLACERITA    TOWNSHIP 4 NORTH, RANGE 15 
          AES                      PROD. U.S. INC.                     WEST, SBBM
                                                                       SECTION 31: PORTION SW/4.



MC07846   CONSENT TO    12/14/87   MOBIL EXPLOR. AND  PLACERITA ET AL  TOWNSHIP 4 NORTH, RANGE 15 
          ASGN                     PROD. U.S. INC.                     WEST, SBBM
                                                                       SECTION 31: LOTS 4 AND 5.
                                                                       SECTION 31: LOT 2.
                                                                       SECTION 31: LOT 5.


RW08575   SURFACE       05/29/90   MOBIL OIL CORP.    SOUTHERN CALIF.  TOWNSHIP 4 NORTH, RANGE 15 
          LEASE                                       GAS CO.          WEST, SBBM
                                                                       SECTION 31: S/2 SW/4 SW/4.



RW10603   EASEMENT 8"   04/19/89   MOBIL OIL CORP.    SOUTHERN CALIF.  TOWNSHIP 4 NORTH, RANGE 15 
          P/L                                         GAS CO.          WEST, SBBM
                                                                       SECTION 31: SW/4 SE/4 NW/4.



RW10623   SURFACE       05/29/90   MOBIL OIL CORP.    SOUTHERN CALIF.  TOWNSHIP 4 NORTH, RANGE 15 
          LEASE                                       GAS CO.          WEST, SBBM
                                                                       SECTION 31:S/2 S/2 
                                                                       SW/4 SW/4.


RW10626   SURF.LSE      05/30/90   MOBIL OIL CORP.    SOUTHERN CALIF.  TOWNSHIP 4 NORTH, RANGE 15 
          8" P/L                                      GAS CO.          WEST, SBBM
                                                                       SECTION 31: SE/4 SW/4
                                                                       SW/4 SW/4.


AR101424  CONFID        02/18/92   HENRY WALROND      ATLANTIC         TOWNSHIP 4 NORTH, RANGE 15 
                                                      RICHFIELD CO.    WEST, SBBM
                                                                       SECTION 30


AR102348  CUP           01/03/91   SANTA CLARITA      ATLANTIC         PLACERITA FIELD LEASES -
                                   CITY               RICHFIELD CO.    CONDITIONAL USE PERMIT



AR092757  EASEMENT      04/24/70   CITY OF LOS        ATLANTIC         TOWNSHIP 4 NORTH, RANGE 15 
                                   ANGELES            RICHFIELD CO.    WEST, SBBM
                                                                       SECTION 31: LOTS 4 & 10



AR094533  EXCHANGE      04/25/90   PETRO RESOURCES    ATLANTIC         TOWNSHIP 4 NORTH, RANGE 15 
CA77795A                           INC.               RICHFIELD CO.    WEST, SBBM
CA77795B                                                               SECTION 31, ET AL.


AR092932  LICENSE       04/24/70   CITY OF LOS        ARCO WESTERN     TOWNSHIP 4 NORTH, RANGE 15 
                                   ANGELES            ENERGY           WEST, SBBM
                                                                       SECTION 31:EASTERN PORTION 
                                                                       OF LOT 4 AND WESTERN 
                                                                       PORTION OF LOT 10


AR092484  OPERATE       02/23/87   SO CA GAS CO       ATLANTIC RICHFIELD
                                                      CO.



Page 3 of 7


CONTRACT    CONTRACT    CONTRACT        GRANTOR         GRANTEE       CONTRACT DESCRIPTION
NUMBER       TYPE         DATE           NAME            NAME

AR092744  PIPELINE      01/18/88   CITY OF LOS        ATLANTIC         TOWNSHIP 4 NORTH, RANGE 15 
                                   ANGELES            RICHFIELD CO.    WEST, SBBM
                                                                       SECTION 31


AR093878  PIPELINE      07/05/88   DANIEL A PRYOR     TENNECO OIL CO   TOWNSHIP 4 NORTH, RANGE 15 
                                                                       WEST, SBBM
CA012731                           KENNETH D PYROR                     SECTION 31


AR093892  PIPELINE      06/23/88   WG NEWLON & EF     TENNECO OIL CO   TOWNSHIP 4 NORTH, RANGE 15 
                                   NEWLON &                            WEST, SBBM
CA012747                           WG NEWLON & EF NEWLON &             SECTION 31
                                   WG NEWLON & EF NEWLON &

AR093895  PIPELINE      05/27/88   ELIZABETH CHANDLER  TENNECO OIL CO  TOWNSHIP 4 NORTH, RANGE 15 
                                                                       WEST, SBBM
CA012750                           PATRICIA WARNER                     SECTION 30
                                   FREDERIC J BEMIS
                                   JEANETTE S DRONSKY
                                   HARRISON E BEMIS


AR102390  ROAD          05/01/94   LA DEPT WATER &     ATLANTIC        ROAD EASEMENT FOR THE
                                   POWER               RICHFIELD CO. 
CA066242                                                               GOLDEN OAK PROSPECT
                                                                       VICINITY OF THE ANTELOPE
                                                                       VALLEY FREEWAY AND
                                                                       PLACERITA CANYON ROAD
                                                                       TOWNSHIP 4 NORTH, RANGE 15 
                                                                       WEST, SBBM
                                                                       SECTION 31: SE/4 
                                                                       SECTION 32: SW/4
                                                                       TOWNSHIP 3 NORTH, RANGE 15 
                                                                       WEST, SBBM
                                                                       SECTION 6: NE/4


AR092552  STEAM         09/01/87   GWF PWR SYSTEMS     ATLANTIC RICHFIELD CO
                                   CO. INC. 


AR102310  STEAM         07/01/98   LA DEPT WATER &     ARCO OIL & GAS  TOWNSHIP 4 NORTH, RANGE 15 
                                   POWER               CO.             WEST, SBBM
CA066241                                                               PART OF SECTION 31


AR105173  STEAM         03/10/93   AES PLACERITA       ATLANTIC        TOWNSHIP 4 NORTH, RANGE 15 
                                                       RICHFIELD CO.   WEST, SBBM
                                                                       SECTION 31: PORTION 
                                                                       PLACERITA FIELD


AR092742  SURFACE       04/21/86   DANIEL A PRYOR      ATLANTIC        TOWNSHIP 4 NORTH, RANGE 16 
                                                       RICHFIELD CO.   WEST, SBBM
CA012718                           KENNETH D PRYOR                     SECTION 36


Page 4 of 7


CONTRACT    CONTRACT    CONTRACT        GRANTOR         GRANTEE       CONTRACT DESCRIPTION
NUMBER       TYPE         DATE           NAME            NAME

AR092743  SURFACE       04/01/86   CHARLES W FERGUSON  ATLANTIC        TOWNSHIP 4 NORTH, RANGE 15 
                                   TRUSTEE             RICHFIELD CO.   WEST, SBBM
CA012715                           PLACERITA PARTNERS                  SECTION 31: W/2 OF LOT 9


AR092747  SURFACE       11/20/86   LLOYD & MARY B      ATLANTIC        TOWNSHIP 4 NORTH, RANGE 16 
                                   SEDLACEK TRES       RICHFIELD CO.   WEST, SBBM
CA012725                                                               SECTION 25: LOTS 3&4


AR092929  SURFACE       07/01/73   WG NEWLON & EF      CROWN CENTRAL   TOWNSHIP 4 NORTH, RANGE 15 
                                   NEWLON & WG NEWLON &                WEST, SBBM
                                   EF NEWLON &                         SECTION 31
                                   R THOMAS DUNDAS JR
                                   ROBERT K DUNDAS
                                   WG NEWLON & EF NEWLON &


AR092937  SURFACE       04/01/86   CHARLES W FERGUSON   ATLANTIC       TOWNSHIP 4 NORTH, RANGE 15 
                                   TRUSTEE              RICHFIELD CO.  WEST, SBBM
CA012714                           PLACERITA PARTNERS                  SECTION 31: NORTH 250' 
                                                                       OF THE EAST 550' OF 
                                                                       THE WEST 1,080' OF LOT 10. 
                                                                       SURFACE USE AGREEMENT FOR 
                                                                       THE
                                                                       PLACERITA CO-GEN FACILITY


AR094509  SURFACE       03/01/90   DANIEL A PRYOR       ATLANTIC       TOWNSHIP 4 NORTH, RANGE 16 
                                                        RICHFIELD CO.  WEST, SBBM
CA066184                                                               SECTION 36


AR105303  SURFACE       07/01/94   R THOMAS DUNDAS JR   ATLANTIC       TOWNSHIP 4 NORTH, RANGE 15 
                                                        RICHFIELD CO.  WEST, SBBM
CA078862                           & ROBERT K DUNDAS &                 SECTION 31: NW/4 SE/4,
                                                                       WEST OF SIERRA HIGHWAY


AR105304  SURFACE       07/01/94   W GIFFORD NEWLON     ATLANTIC       TOWNSHIP 4 NORTH, RANGE 15 
                                   FAMILY TRUST         RICHFIELD CO.  WEST, SBBM
CA078863A                          SARAH NICODEMO TRUSTEE              SECTION 31: 5 ACRES IN 
                                                                       THE SW/4 NE/4,
CA078863B                                                              SW/4 NE/4 SW/4, S/2 NW/4 
                                                                       NE/4 SW/4,
                                                                       S/2 SE/4 NE/4 SW/4, N/2 
                                                                       SE/4 NE/4 SW/4
                                                                       KNOWN AS TRACT 2


AR092745  WATER         03/19/87   CITY OF LOS          ATLANTIC       TOWNSHIP 4 NORTH, RANGE 15 
                                   ANGELES              RICHFIELD CO.  WEST, SBBM
                                                                       SECTION 31


AR092746  WATER         02/18/87   CHARLES W FERGUSON   ATLANTIC       TOWNSHIP 4 NORTH, RANGE 15 
                                   TRUSTEE              RICHFIELD CO.  WEST, SBBM
CA012726                           PLACERITA PARTNERS                  SECTION 31, TRACT 9943


Page 5 OF 7


CONTRACT    CONTRACT    CONTRACT        GRANTOR         GRANTEE       CONTRACT DESCRIPTION
NUMBER       TYPE         DATE           NAME            NAME

AR092758  WATER         10/12/88    CITY OF LOS         ATLANTIC       TOWNSHIP 4 NORTH, RANGE 15 
                                    ANGELES             RICHFIELD CO.  WEST, SBBM
CA012881                                                               SECTION 30
                                                                       DRINKWATER JUNCTION -
                                                                       OLIVE SWITCHING STATION
                                                                       TRANSMISSION LINE RIGHT 
                                                                       OF WAY #28. VICINITY OF
                                                                       PLACERITA CANYON ROAD
                                                                       AND SIERRA HIGHWAY,
                                                                       SANTA CLARITA.
                                                                       FIVE 3-INCH WATER DISPOSAL
                                                                       LINES ONE 2-INCH AIR
                                                                       LINE TWO 8-INCH WATER
                                                                       DISPOSAL LINES


AR092759  WATER         04/17/80   HENRY G & EDNA C    ATLANTIC        TOWNSHIP 4 NORTH, RANGE 15 
                                   COMBS               RICHFIELD CO.   WEST, SBBM
                                                                       SECTION 31: LOT 3


AR092931  WATER         04/01/80   HENRY G & EDNA C    ATLANTIC        TOWNSHIP 4 NORTH, RANGE 15 
                                   COMBS               RICHFIELD CO.   WEST, SBBM
CA012703                                                               SECTION 31: LOT 3, 
                                                                       PARCEL 20 SURFACE
                                                                       AGREEMENT FOR WATER
 

33630     CRUDE         04/01/92   TEXACO TRADING &    ATLANTIC        CRUDE OIL SALES
                                   TRANSPORTATION INC  RICHFIELD CO.



41470     CRUDE         08/21/94   MOBIL OIL CORP      ATLANTIC        CRUDE OIL PURCHASE
                                                       RICHFIELD CO.



MC07758   DECLAR. OF    08/09/91   MOBIL EXPLOR. AND   ARCO OIL & GAS  TOWNSHIP 4 NORTH, RANGE 15 
                                   PROD. U.S. INC.     CO.             WEST, SBBM
                                                                       SECTION 31: LOTS 29, 30.


RW01153   LICENSE       04/01/49   DEPT. OF WATER AND  GENERAL         TOWNSHIP 4 NORTH, RANGE 15 
                                   POWER               PETROLEUM       WEST, SBBM
                                                                       SECTION 31: LOT 5.


RW01160   OIL PIPELINE  07/11/49   DEPT. OF WATER AND  GENERAL         TOWNSHIP 4 NORTH, RANGE 15 
                                   POWER               PETROLEUM       WEST, SBBM
                                                                       SECTION 31: LOT 2.


RW04171   PIPELINE R/W  06/16/49   H. W. THOMPSON      GENERAL         TOWNSHIP 4 NORTH, RANGE 15 
                                                       PETROLEUM       WEST, SBBM
                                                                       SECTION 31: LOT 2.



Page 6 of 7


CONTRACT    CONTRACT    CONTRACT        GRANTOR         GRANTEE       CONTRACT DESCRIPTION
NUMBER       TYPE         DATE           NAME            NAME

RW04188   POLE LINE R/W 09/28/49    H. W. THOMPSON     GENERAL         TOWNSHIP 4 NORTH, RANGE 15
                                    ET UX              PETROLEUM       WEST, SBBM
                                                                       SECTION 31: LOT 2


RW04344   PIPELINE R/W  03/17/65    HENRY G. COMBS     SOCONY MOBIL    TOWNSHIP 4 NORTH, RANGE 15 
                                    ET UX              OIL             WEST, SBBM
          PIPELINE R/W  07/26/51    R.C.PHILBERT &     GENERAL         SECTION 31: LOT 3.
                                    MINNIE PHILBERT    PETROLEUM


RW04347   RIGHT-OF-WAY  08/14/51    W & C OIL CO ET AL GENERAL         TOWNSHIP 4 NORTH, RANGE 15 
                                                       PETROLEUM       WEST, SBBM
                                                                       SECTION 31: LOTS 11 AND 12.


RW04360   LICENSE       09/07/51    DEPT. OF WATER     GENERAL         TOWNSHIP 4 NORTH, RANGE 15 
                                    AND POWER          PETROLEUM       WEST, SBBM
                                                                       SECTION 31: S/2.


RW04441   RIGHT-OF-WAY  11/13/52    J. A. MULCAHY      GENERAL         TOWNSHIP 4 NORTH, RANGE 15 
                                                       PETROLEUM       WEST, SBBM
                                                                       SECTION 31: LOT 5.


RW04829   LICENSE       02/13/61    DEPT. OF WATER     MOBIL           TOWNSHIP 4 NORTH, RANGE 15 
                                    AND POWER                          WEST, SBBM
                                                                       SECTION 31: SW/4


RW06037   LICENSE       04/27/65    SOUTHERN CALIF.    MOBIL           TOWNSHIP 4 NORTH, RANGE 15 
                                    GAS CO.                            WEST, SBBM
                                                                       SECTION 30: LOT 6.


RW06043   CONSENT       01/21/65    SUNSET INTERNAT-   MOBIL           TOWNSHIP 4 NORTH, RANGE 15 
                                    IONAL PET. CORP.                   WEST, SBBM
                                                                       SECTION 30: SE/4SW/4;
                                                                       SECTION 31: NE/4NW/4.


RW06044   LICENSE       07/27/65    DEPT. OF WATER     MOBIL           TOWNSHIP 4 NORTH, RANGE 15 
                                    AND POWER                          WEST, SBBM
                                                                       SECTION 31: LOT 5.


RW06047   RIGHT-OF-WAY  09/01/65    DANIEL A. PRYOR    MOBIL           TOWNSHIP 4 NORTH, RANGE 15 
                                    ET AL                              WEST, SBBM
                                                                       SECTION 31: LOT 2.


RW10602   LICENSE       03/22/89    MOBIL OIL CORP.    ARCO OIL AND    TOWNSHIP 4 NORTH, RANGE 15 
                                                       GAS             WEST, SBBM
                                                                       SECTION 31: S/2 SW/4
                                                                       SE/4 NW/4.


Page 7 of 7






                                      EXHIBIT "B"
                                          to
                               PURCHASE AND SALE AGREEMENT
                                        between
                       AERA ENERGY LLC AND BERRY PETROLEUM COMPANY


                                 ASSIGNMENT AND CONVEYANCE

		THIS ASSIGNMENT AND CONVEYANCE (hereinafter called "Assignment") 
is made between Aera Energy LLC, a California limited liability company, having 
a post office address of P. O. Box 11164, Bakersfield, California 93389-1164, 
hereinafter called "Aera," and Berry Petroleum Company, a Delaware corporation, 
having an address of 28700 Hovey Hills Road, Taft, California 93268, 
hereinafter called "Berry".  

		In consideration of the mutual promises made between Aera and Berry and 
other good and valuable consideration, and pursuant to the terms of a 
Purchase and Sale Agreement with an Effective Date of December 31, 1998, Aera 
hereby BARGAINS, SELLS, CONVEYS, ASSIGNS, TRANSFERS AND DELIVERS unto Berry all 
of Aera's right, title and interest in and to (i) the property and property 
interests described in Exhibit "A" hereto, and (ii) all property and property 
interests listed in subsections (a) through (i) immediately below, excluding 
the property listed in subsection (j), to the extent such property or property 
interests are a part of, grant rights in, or are associated with the property 
and property interests described in Exhibit "A" (collectively herein referred to
as the "Property"):

		(a)	Leases.  Leasehold interests in oil, gas or other minerals, including 
working interests, carried working interests, rights of assignment and 
reassignment, and other interests under or in oil, gas or mineral leases, and 
interests in rights to explore for and produce oil, gas and other minerals.

		(b)	Fee Interests.  Fee interests to the surface and in oil, gas or other 
minerals,  including rights under mineral deeds, conveyances or assignments.

		(c)	Rights In Production.  Royalties, overriding royalties, production 
payments, rights to take royalties in kind, or other interests in production of 
oil, gas or other minerals.

  (d)	Rights; Working Interests.  Rights and interests in or derived from unit 
agreements, orders or decisions of state and federal regulatory authorities 
establishing units, joint operating agreements, enhanced recovery and injection 
agreements, farmout agreements and farmin agreements, options, drilling 
agreements, exploration agreements, assignments of operating rights, working 
interests, subleases and rights above or below certain footage depths, 
horizons or interests described in subsections (a)-(c) above except those 
contracts or agreements described in subsection (j) below.		(e)	Easements.  
To the extent transferable, rights-of-way, surface or ground leases, 
easements, servitudes and franchises located on or granting rights to the 
Property acquired or used in connection with operations for the exploration, 
production, processing and transportation of oil, gas or other minerals with 
respect to the Property.

		(f)	Permits.  To the extent transferable, permits and licenses of any 
nature owned, held or operated in connection with operations for the 
exploration, production, processing and transportation of oil, gas or other 
minerals, including, but not limited to, all air emission reduction credits 
attributable to the Property.

		(g)	Wells.  Producing, non-producing, shut-in and abandoned oil and gas 
wells, salt water disposal wells, injection wells and water wells located on 
the Property and used in connection with the properties or interests 
described in subsections (a)-(f) above.  

		(h)	Facilities.  All facilities, buildings, improvements, gas plants, 
gathering lines, flow lines, injection lines, and pipelines and appurtenances 
located on the real property and on lands included in, or which are subservient 
to, the property and property interests described on Exhibit "A."

		(i)	Equipment.  All surface and down-hole equipment, fixtures, inventory 
and personal property located on the Property and used in connection with the 
properties or interests described in subsections (a)-(h) above.  

		(j)	Exclusions.  The Property shall not include any rights-of-way, surface 
or ground leases, easements, franchises, permits, licenses, or other contracts 
or agreements which by their own terms are not transferable, Proprietary Data, 
which shall include, without limitation, (i) all privileged or confidential 
data, and (ii) any interpretive geological and geophysical information which 
may reveal the methods used by Aera in interpreting geological and 
geophysical information, economic analysis, and any information or other 
similar proprietary data which might reveal Aera's economic guidelines 
or other methods or systems by which Aera conducts its economic analysis, any 
offsite tubular goods in the previous Property owner's store stock, store stock 
left on consignment and belonging to third parties, that certain GLT Gas 
Transmission Service Contract between Southern California Gas Company ("So 
Cal") and Tenneco Oil Company dated July 15, 1988 (the "So Cal Contract"), 
and without limiting the generality of the foregoing, those items of personal 
property, inventory or other property specifically listed on Schedule 
"1(j)" of the Purchase and Sale Agreement.  

		This Assignment shall be subject to the following terms, conditions or 
exceptions:

1. This Assignment shall at all times be subject to the terms, conditions, 
exceptions, and reservations contained in a certain unrecorded Purchase and 
Sale Agreement between Aera and Berry with an Effective Date of December 31, 
1998, at 5:00 p.m., and titled "PURCHASE AND SALE AGREEMENT," the terms of 
which may alter or condition the interests conveyed by this Assignment.  The 
unrecorded Purchase and Sale Agreement shall at all times govern the rights 
of the parties in the property transferred by this Assignment, and all 
interested parties are hereby given notice of its existence.  

		2.	This Assignment shall be subject to the exceptions and reservations 
set forth on the Exhibit "A" attached hereto.  

		3.	This Assignment shall be effective as of 5:00 p.m. local time where 
the Property is located, on December  31, 1998. 

		4.	The terms, conditions or exceptions contained herein shall constitute 
covenant running with the land, and shall be binding upon, and for the benefit 
of, the respective successors and assigns of Aera and Berry.  

		This Assignment is made without warranty of any kind, express, statutory or 
implied, and Aera is transferring the Property WITHOUT ANY EXPRESS, STATUTORY 
OR IMPLIED WARRANTY WHATSOEVER AS TO TITLE, DESCRIPTION, PHYSICAL 
CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE 
ENVIRONMENTAL CONDITION OF THE PROPERTY), QUALITY, VALUE, FITNESS 
FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE, but this Assignment is made 
with full substitution and subrogation of Berry in and to all covenants and 
warranties by all preceding owners or vendors of the Property other than Aera 
or any affiliate of Aera heretofore given or made in respect to the Property or 
any part thereof.  

		Aera agrees to execute and deliver to Berry all such other additional 
instruments, notices, division orders, transfer orders and other documents and 
to do all such other and further acts and things as may be necessary to more 
fully and effectively grant, convey and assign to Berry the rights, 
obligations, titles and interests and estates in the Property.  

		EXECUTED on the ____ day of _________, 1999, but effective 
December 31, 1998.  



							AERA ENERGY LLC




							By:______________________________
								Attorney-in-Fact



		This Assignment and related terms, conditions or exceptions accepted this 
_____ day of _______________, 1999.  



							BERRY PETROLEUM COMPANY




							By:_____________________________

							Name:_____________________________

							Title:_____________________________



STATE OF CALIFORNIA	:
				: ss
COUNTY OF KERN		:

On _______________, before me, ______________________, personally appeared 
_______________________________________, personally known to me (or proved to 
me on the basis of satisfactory evidence) to be the person(s) whose name(s) 
is/are subscribed to the within instrument and acknowledged to me that 
he/she/they executed the same in his/her/their authorized capacity(ies), and 
that by his/her/their signature(s) on the instrument the person(s), or the 
entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.




__________________________________
     Notary Public



STATE OF CALIFORNIA	:
				: ss
COUNTY OF KERN		:

On _______________, before me, ______________________, personally appeared 
_______________________________________, personally known to me (or proved to 
me on the basis of satisfactory evidence) to be the person(s) whose name(s) 
is/are subscribed to the within instrument and acknowledged to me that 
he/she/they executed the same in his/her/their authorized capacity(ies), and 
that by his/her/their signature(s) on the instrument the person(s), or the 
entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.



__________________________________
       Notary Public


                                  EXHIBIT "A"
                                      to
                                  EXHIBIT "B"
                          (ASSIGNMENT AND CONVEYANCE)
                                      to
                           PURCHASE AND SALE AGREEMENT
                                    between
                    AERA ENERGY LLC AND BERRY PETROLEUM COMPANY

                         LOS ANGELES COUNTY, CALIFORNIA


Please refer to Exhibit "A" included previously as first Exhibit to Purchase 
and Sale Agreement.





 

    
                                EXHIBIT "C"
                                    to
                       PURCHASE AND SALE AGREEMENT
                                 between
                AERA ENERGY LLC AND BERRY PETROLEUM COMPANY


               PERSONAL PROPERTY AGREEMENT AND BILL OF SALE


	THIS PERSONAL PROPERTY AGREEMENT AND BILL OF SALE ("Agreement") 
is made, effective December 31, 1998, at 5:00 p.m., local time where the 
properties are located, between Aera Energy LLC, a California limited 
liability company, having a post office address of P. O. Box 11164, 
Bakersfield, California 93389-1164, hereinafter called "Aera", and Berry 
Petroleum Company, a California corporation, having an address of 28700 
Hovey Hills Road, Taft, California 93268, hereinafter called "Berry."  

	IN CONSIDERATION of the mutual promises made between Aera and Berry, and 
the payment by Berry to Aera of good and valuable consideration, the receipt 
and sufficiency of which are hereby acknowledged, Aera hereby sells, grants, 
assigns, transfers, and conveys to Berry, its successors and assigns, and 
subject to the terms and conditions contained herein, all of Aera's right, 
title and interest in and to the tangible personal property located on the 
properties described in Exhibit "A," which Exhibit is attached hereto and 
made a part hereof, the same as if fully set out herein, excluding any 
rights-of-way, surface or ground leases, easements, franchises, permits, 
licenses, or other contracts or agreements which by their own terms are not 
transferable, Proprietary Data, as defined in the Purchase and Sale Agreement 
described below, any offsite tubular goods in the previous Property owner's 
store stock, store stock left on consignment and belonging to third parties, 
that certain GLT Gas Transmission Service Contract between Southern 
California Gas Company ("So Cal") and Tenneco Oil Company dated July 15, 
1988 (the "So Cal Contract"), and without limiting the generality of the 
foregoing, those items of personal property inventory or other property or 
property interests specifically listed on Schedule "1(j)" of the Purchase and 
Sale Agreement.  

	THIS AGREEMENT is made subject to the following terms and conditions:

	1.	This AGREEMENT shall at all times be subject to the terms, conditions, 
exceptions, and reservations contained in a certain unrecorded Purchase and 
Sale Agreement between Aera and Berry with an Effective Date of December 31, 
1998, and titled "PURCHASE AND SALE AGREEMENT," the terms of which may alter 
or condition the interests conveyed by this Agreement.  The unrecorded 
Purchase and Sale Agreement shall at all times govern the rights of the 
parties in the property transferred by this Agreement, and all interested 
parties are hereby given notice of its existence.  

	2.	This Agreement shall be subject to the exceptions and reservations set 
forth on the Exhibit "A" attached hereto.

	3.	Berry shall be responsible for the economic benefit, burden and payment of 
all taxes attributable to the property transferred by this instrument prorated 
from and after 5:00 p.m. local time where the properties are located, December 
31, 1998. Aera shall be responsible for the economic benefit, burden and 
payment of all taxes attributable to the property prorated prior to 5:00 p.m. 
local time where the properties are located, December 31, 1998, including, but 
not limited to, the Los Angeles County Tax Assessor's Appeal as shown on 
Schedule "13(d)" of the Purchase and Sale Agreement.  Property taxes payable 
on an annual basis shall be prorated between Aera and Berry as of 5:00 p.m. 
local time where the properties are located, December 31, 1998.  This 
provision does not apply to income or franchise taxes.  

	4.	Berry acknowledges it has had the opportunity to examine, as fully as 
desired, the items transferred.  Berry further acknowledges it is accepting 
such property "as is," "where is," and that Aera is transferring such 
property WITHOUT WARRANTY WHATSOEVER, EXPRESS, STATUTORY, OR IMPLIED AS TO 
TITLE, DESCRIPTION, PHYSICAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT 
LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY), QUALITY, VALUE, 
FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE.  

	5.	This Agreement shall be effective as of 5:00 p.m., December 31, 1998. 

		DATED the ________ day of ____________________, 1999.  


						AERA ENERGY LLC



						By:_________________________________
							   Attorney-in-Fact
		This PERSONAL PROPERTY AGREEMENT AND BILL OF SALE and 
related terms, conditions, or exceptions accepted this _____ day of 
_______________.  

						BERRY PETROLEUM COMPANY



						By: ________________________________

						Name:______________________________

						Title: _______________________________


STATE OF ______________

COUNTY OF _____________

	On _______________, before me, ______________________, personally 
appeared _______________________________________, personally known to me (or 
proved to me on the basis of satisfactory evidence) to be the person(s) whose 
name(s) is/are subscribed to the within instrument and acknowledged to me that 
he/she/they executed the same in his/her/their authorized capacity(ies), and 
that by his/her/their signature(s) on the instrument the person(s), or the 
entity upon behalf of which the person(s) acted, executed the instrument.  

	WITNESS my hand and official seal.  


	
					__________________________________
						Notary Public


STATE OF ______________

COUNTY OF _____________

	On _______________, before me, ______________________, personally 
appeared _______________________________________, personally known to me (or 
proved to me on the basis of satisfactory evidence) to be the person(s) whose 
name(s) is/are subscribed to the within instrument and acknowledged to me that 
he/she/they executed the same in his/her/their authorized capacity(ies), and 
that by his/her/their signature(s) on the instrument the person(s), or the 
entity upon behalf of which the person(s) acted, executed the instrument.  

	WITNESS my hand and official seal.  


	
					__________________________________
						Notary Public



                                EXHIBIT "A"
                                    to
                                EXHIBIT "C"
              (PERSONAL PROPERTY AGREEMENT AND BILL OF SALE)
                                     to
                        PURCHASE AND SALE AGREEMENT
                                  between
                AERA ENERGY LLC AND BERRY PETROLEUM COMPANY

                      LOS ANGELES COUNTY, CALIFORNIA


Please refer to Exhibit "A" included previously as first Exhibit to Purchase 
and Sale Agreement.







                                EXHIBIT "D"
                                    to
                         PURCHASE AND SALE AGREEMENT
                                  between
                AERA ENERGY LLC AND BERRY PETROLEUM COMPANY


	NON-FOREIGN AFFIDAVIT

	Exemption from Withholding of Tax

	For

	Dispositions of U.S. Real Property Interests


Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. 
real property interest must withhold tax if the transferor is a foreign 
person.  To inform Berry Petroleum Company that withholding of tax is not 
required upon the disposition of a U.S. real property interest by Aera Energy 
LLC ("Aera"), the undersigned hereby certifies the following:

	1)	Aera is not a nonresident alien, foreign corporation, foreign partnership, 
foreign trust, or foreign estate for purposes of U. S. income taxation;

	2)	Aera's taxpayer identifying number is 77-0389120; and

	3)	Aera's home or office address is 5060 California Avenue, Bakersfield, 
California 93309.  

Aera understands that this certification may be disclosed to the Internal 
Revenue Service by Berry Petroleum Company and that any false statement 
contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury, I declare that I have examined this certification 
and, to the best of my knowledge and belief, it is true, correct, and complete, 
and I further declare I have authority to sign this document.


							AERA ENERGY LLC
							a California limited liability company 



							By: 
___________________________________
								 Attorney-in-Fact
STATE OF CALIFORNIA	:
					: ss
COUNTY OF KERN		:

		SUBSCRIBED AND SWORN (OR AFFIRMED) TO before me this ____ day 
of _____________, 19___, by _______________________________.  


My commission expires:  


						
                         ___________________________
                                  Notary Public




                                 EXHIBIT "E"
                                     to
                        PURCHASE AND SALE AGREEMENT
                                  between
                 AERA ENERGY LLC AND BERRY PETROLEUM COMPANY



                         CONFIDENTIALITY AGREEMENT
 



SEE ATTACHED CONFIDENTIALITY AGREEMENT ENTERED INTO AS OF 
NOVEMBER 13, 1998, BETWEEN AERA ENERGY LLC AND BERRY PETROLEUM 
COMPANY.  



                        CONFIDENTIALITY AGREEMENT

This confidentiality agreement (the 'Agreement') is entered into as of the 
13th day of November, 1998, by Aera Energy LLC ("Aera'), and Berry Petroleum 
Company ('Recipient'), (collectively 'the Parties.," or individually 'a 
Party'). in consideration of the opportunity to review certain information 
regarding Aera's interests in the Placerita and Yowlumne Fields and to 
discuss mutually beneficial options regarding the possible acquisition by 
Recipient of Aera's right, title and interests in the Placerita and Yowlumne 
Fields, ('the Property'), the Parties agree as follows:

1 . Definitions. "Confidential Information" includes any and all oral and 
written communication, information, documents, data and material in tangible, 
intangible or electronic form (including technical, operating, business, 
environmental, and financial information, together with any notes, memoranda, 
analyses, evaluations, charts, graphs, or summaries derived therefrom) that 
Aera has provided Recipient or hereafter may provide, directly or indirectly, 
to Recipient in connection with the Property.  The following is not 
Confidential Information:

  a. Information known to or developed by Recipient or its Affiliates. (as 
defined below), without obligation of confidentiality or restrictions on its 
use, prior to its disclosure;

  b. Information disclosed to Recipient, without obligation of 
confidentiality or restrictions on its use, by a third party who has the 
right to make such disclosure; and 

  c. Information in the public domain or that hereafter enters the public 
domain through no act or omission of Recipient or its Affiliates or 
Representatives (as defined below). 

"Affiliates" means a Party's 'Parent Company' and "Affiliated Companies." 
"Parent Company" means an entity having a 'Controlling Interest' in a Party. 

                                   Page 1 


"Affiliated Companies" means any and all entities in which a Party or its 
Parent Company has a direct or indirect "Controlling Interest." "Controlling 
Interest" means a legal or beneficial ownership of fifty percent (50%) or 
more of the voting rights in an entity.
 
2. Nondisclosure. Recipient or its Affiliates, and their respective 
directors, officers, employees, agents, consultants, legal counsel and 
financial advisors (collectively 'Representatives'), who obtain any 
Confidential Information from Aera or its Affiliates or their Representatives 
shall not disclose to any person or entity: 
  a. any portion of the Confidential Information except as authorized in 
this Agreement; 

  b. that the Parties are jointly (i) reviewing information, data or 
material related to the Property, or (ii) considering a possible sale and 
acquisition covering a portion of the Property; or 

  c. any correlation between Confidential Information and public information 
except to Affiliates or Representatives as permitted under Paragraph 3 below.

3. Permitted Disclosure. Recipient may disclose Confidential Information only 
to Affiliates or Representatives who: (i) have a clearly defined need to know 
for the sole purposes of evaluating a possible acquisition of all or a 
portion of the Property by the Recipient (such purpose being referred to as 
'the Purpose'); (ii) have been informed in writing of the confidential nature 
of the disclosure; and (iii) prior to such disclosure, have agreed in writing 
to be bound by this Agreement. 

4. Restriction on Use. Recipient and their Affiliates and Representatives 
shall not:

  a. Use or allow the use of all or any portion of the Confidential 
Information for their benefit or for the benefit of any third party, except 
solely in connection with the Purpose, or 

  b. Reproduce or remove from their offices any portion of the Confidential 
Information unless specifically authorized by Aera.
 
                                   Page 2 


5. Return of Confidential Information. If the Parties do not proceed jointly 
with the Purpose, Recipient shall promptly return to Aera all Confidential 
Information and any copies thereof and shall certify to Aera in writing that 
such return has been completed.  Returning the Confidential Information shall 
not terminate the obligations and liabilities of Recipient and its Affiliates 
or Representatives under this Agreement. Such obligations and liabilities 
shall remain in full force and effect for two (2) years after the date of 
this Agreement. 

6. No Representations.  Recipient acknowledges that Aera makes no 
representation whatsoever as to the accuracy, and/or completeness of all or 
any part of any information, data or material, including Confidential 
Information, provided to Recipient from any source in connection with the 
Purpose, and that Aera disclaims any liability. 

7. Other Agreements. The sole purpose of this Agreement is to facilitate the 
Purpose while governing the disclosure and use of the Confidential 
Information. Neither the execution of this Agreement nor the disclosure or 
use of Confidential information hereunder shall obligate either Party to 
enter into any other agreement related to the Property nor preclude any Party 
from entering into an agreement with any other person as to the Property. 
Unless otherwise agreed in writing, the terms of this Agreement shall be 
independent of and shall survive any other agreements that may be executed by 
or between the Parties for any purpose. 

8. Enforcement/Remedies. Recipient shall enforce this Agreement with 
regard to its Affiliates and Representatives, and shall take all actions 
required to prevent any unauthorized disclosure or use of the Confidential 
Information. Recipient acknowledges the significant competitive value of the 
Confidential Information and the substantial damage Aera or its Affiliates 
would incur as a result of any unauthorized disclosure or use. Because 
monetary damages may not provide a sufficient remedy for breach of this 
Agreement, Aera and its Affiliates, at their election, shall also be entitled 
to equitable remedies for such breach. If Aera or its Affiliates initiate 
legal action to enforce this Agreement, and prevail in such


 
                                     Page 3 


action, then in addition to any other remedies available or damages, awarded, 
Aera and its Affiliates shall be entitled to reimbursement from the Recipient 
and its Affiliates of all costs and expenses (including reasonable attorney's 
fees and expenses) incurred in connection with such action. In any such legal 
action, a Party shall be liable only for actual damages and neither Party 
shall seek, and no court or arbitrator shall award punitive, consequential or 
incidental damages in any form or amount. 

9. Third-Party Beneficiaries. Because the Confidential Information may 
contain materials related to the business or assets of the Affiliates of 
Aera, such Affiliates shall be third-party beneficiaries of this Agreement, 
with all the rights and remedies of Aera, which an Affiliate may exercise or 
enforce alone or in conjunction with Aera, or which Aera may exercise or 
enforce on behalf of its Affiliates.  Aera may enter, or may have entered, 
into confidentiality agreements substantially similar to this Agreement with 
other persons or entities who may desire to participate in an acquisition of 
all or a portion of the Property.  Accordingly, the Recipient agrees that 
this Agreement is made for the benefit of Aera and may be enforced by any 
other person or entity to which a Party has assigned its rights hereunder in 
connection with such person's or entity's participation in a possible 
acquisition of all or a portion of the Property. 

10. Compelled Disclosures. If Recipient or its Affiliates or their 
Representatives are requested (by oral questions, written interrogatories, 
requests for production, subpoena, investigative demand, or similar process) 
to disclose any Confidential Information, Recipient shall provide Aera prompt 
written notice of such request so the Aera may seek a protective order and/or 
waive compliance with the obligations of this Agreement. In the absence of a 
protective order or Waiver hereunder, if Recipient or its Affiliates or their 
Representatives are, in the opinion of their legal counsel, compelled by law 
(under penalty of contempt or other censure) to disclose Confidential 
Information, Recipient or its Affiliates or their Representatives may then, 
and only then, disclose only that portion of the Confidential Information 
necessary to comply with the requirements of the law; 


                                     Page 4

provided, the Recipient and its Representatives shall take all practicable 
measures to assure, to the extent possible, that confidential treatment is 
given to any Confidential Information disclosed. 

11. No Waiver. No failure or delay by either Party or its Affiliates in 
exercising any right, power, or privilege hereunder shall operate as a waiver 
thereof nor preclude exercise of any other or further right, power, or 
privilege hereunder. 

12. Notices.   Any notice to a Party hereunder shall be sent to the 
following addresses:

   Aera Energy LLC 
   ATTN: Strategic Development Group 
   P.O. Box 11164 
   Bakersfield, CA 93389-1164

   Berry Petroleum Company 
   ATTN: Mike Starzer 
   P. O. Bin X 
   Taft, CA 93268 

13. Binding Nature/Controlling Law/Void Provisions/Counterparts. This 
Agreement shall be binding on the Parties and their Representatives and 
respective successors and assigns, and shall be construed and governed in 
accordance with the laws of the State of California.  Any provision of this 
Agreement deemed void, invalid, or unenforceable by a court of competent 
jurisdiction shall be stricken from this Agreement without effect on the 
remaining provisions of this Agreement. This Agreement may be executed in 
counterparts, each of which shall be considered an original for all purposes 
and shall constitute one agreement. 



Aera Energy LLC                Berry Petroleum Company 

By:     /s/ J. C. Boyd         By:  /s/ Michael R. Starzer
Title:  Attorney-in-Fact            Vice President of Corporate Development
Date:   November 13, 1998           November 17, 1998


                                     Page 5 




                               EXHIBIT "G"
                                   to
                      PURCHASE AND SALE AGREEMENT
                                between
              AERA ENERGY LLC AND BERRY PETROLEUM COMPANY



             AGREEMENT FOR INDEMNIFICATION AND RESPONSIBILITY
                   FOR DAMAGES TO THE SUBJECT PROPERTIES
             IN CONNECTION WITH SITE VISITS AND INVESTIGATION



SEE ATTACHED AGREEMENT FOR INDEMNIFICATION DATED NOVEMBER 17, 
1998, EXECUTED BY BERRY PETROLEUM COMPANY.  

                                    EXHIBIT "G"
                                        to 
                            PURCHASE AND SALE AGREEMENT 
                                     between 
                    AERA ENERGY LLC AND BERRY PETROLEUM COMPANY 


                 AGREEMENT FOR INDEMNIFICATION AND RESPONSIBILITY 
                      FOR DAMAGES TO THE SUBJECT PROPERTIES 
                 IN CONNECTION WITH SITE VISITS AND INVESTIGATION 

In consideration for Aera Energy LLC's ("Aera's") approval of a site visit 
and physical investigation of the Placerita and Yowlumne Fields which are the 
subject of that certain Purchase and Sale Agreement dated January 1, 1999, 
and attachments thereto ("Subject Properties"), Recipient agrees as follows:


1. INDEMNIFICATION. To the fullest extent permitted by law, Recipient 
shall indemnify, defend and hold harmless Aera, its Affiliates, as 
applicable, and their respective officers, directors, employees, agents and 
representatives (collectively "Aera's Representatives"), from any and all 
losses, liabilities, costs and expenses (including, without limitation, 
attorney's fees and expenses), liens or encumbrances for labor or materials, 
claims and causes of action (herein collectively referred to as "Claims").  
Including, without limitation, Claims for (i) any injury to or death of any 
persons (including, without limitation, officers, directors, employees, 
agents, consultants, legal and financial advisors and other representatives 
of Recipient (collectively "Recipient's Representatives')]: (ii) damage to 
property (including, without limitation, damage to the property of third 
persons and the property of Recipient and Recipient's Representatives); or 
(iii) damage to natural resources or environmental damages to, or associated 
with, such properties caused by, occurring from or in association with, 
arising out of, or resulting from the activities of Recipient and Recipients 
Representatives in connection with said site visit and physical investigation 
of the Subject Properties, even if such indemnified event is caused by the 
negligence of Aera or Aera's Representatives, but not to the extent that any 
such indemnified event or occurrence is caused by or the result of the gross 
negligence or willful misconduct of Aera or its Affiliates.  Aera and its 
Affiliates, as applicable, shall have the right at all times to participate 
in the preparation for and conducting of any hearing or trial related to this 
indemnification provision, as well as the right to appear on its own behalf 
or to retain separate counsel to represent itself at any such hearing or 
trial. 

2. RESPONSIBILITY FOR DAMAGES TO THE SUBJECT PROPERTIES. In addition to 
the foregoing indemnification obligations, Recipient assumes full 
responsibility for all damage to the Subject Properties and/or to operations 
conducted by Aera, its 


                                     Page 1


Affiliates, or other operators associated with the Subject Properties which 
is caused by, results from or arises out Of the activities of Recipient or 
Recipient's Representatives in connection with said site visit and physical 
investigation of the Subject Properties (including, without limitation, 
environmental remediation and response costs and damages to natural resources 
located on, in, under or above any real property which is part of or 
associated with the Subject Properties) even if such damage is caused by, 
results from, or arises out of the negligence of Aera, or its Affiliates, but 
not to the extent such damage is caused by, results from, or arises out of 
the gross negligence or willful misconduct of Aera or its Affiliates, as 
applicable.  Recipient shall immediately, upon Aera's and/or its Affiliates' 
(as applicable) request, reimburse Aera and/or its Affiliates for all such 
damages. 

3. THIRD-PARTY BENEFICIARY.  To the extent that any Affiliate of Aera owns 
or holds an interest in any property included in the Subject Properties, such 
an Affiliate is intended to be a third-party beneficiary to this Agreement 
with all of the rights of Aera hereunder which such Affiliate may enforce 
either alone or in conjunction with Aera or which Aera may enforce on behalf 
of such Affiliate. For purposes of this Indemnification Agreement, an 
"Affiliate" shall include and mean a party's "Parent Company" and "Affiliates 
Companies"; and "Parent Company" and "Affiliated Companies" shall be defined 
as follows: (i) a party's "Parent Company" shall mean an entity having a 
'Controlling Interest' in such party, (ii) a party's "Affiliated Companies' 
shall mean any and all entities in which the party or its Parent Company has 
a direct or indirect "Controlling Interest"; and (iii) "Controlling 
Interests" shall mean a legal or beneficial ownership of fifty percent (50)%) 
or more of the voting stock or other voting rights in an entity. 


AGREED TO AND ACCEPTED ON THIS 17 DAY OF November 1998. 

RECIPIENT: BERRY PETROLEUM COMPANY 
By:  Michael R. Starzer
(Signature) s/s Michael R. Starzer
(Typed Name)Michael R. Starzer
Title: Vice President of Corporate Development


                                     Page 2




                              SCHEDULE "1(e)"
                                    to
                      PURCHASE AND SALE AGREEMENT
                                 between
             AERA ENERGY LLC AND BERRY PETROLEUM COMPANY



EASEMENTS, RIGHTS-OF-WAY, SURFACE LEASES, SERVITUDES AND 
FRANCHISES:



None.  


                              SCHEDULE "1(g)"
                                    to
                        PURCHASE AND SALE AGREEMENT
                                  between
               AERA ENERGY LLC AND BERRY PETROLEUM COMPANY



                   SALT WATER DISPOSAL AND WATER WELLS



None.    

                            SCHEDULE "1(h)"
                                   to
                        PURCHASE AND SALE AGREEMENT
                                 between
                 AERA ENERGY LLC AND BERRY PETROLEUM COMPANY



                               FACILITIES


None.  

                           SCHEDULE "1(i)"
                                 to
                    PURCHASE AND SALE AGREEMENT
                               between
               AERA ENERGY LLC AND BERRY PETROLEUM COMPANY



                             EQUIPMENT


None.  

                           SCHEDULE "1(j)"
                                to
                    PURCHASE AND SALE AGREEMENT
                              between
           AERA ENERGY LLC AND BERRY PETROLEUM COMPANY



              EXCLUDED PERSONAL PROPERTY, INVENTORY,
                       AND OTHER PROPERTY


None.  

                         SCHEDULE "9(b)"
                              To
                  PURCHASE AND SALE AGREEMENT
                            Between
           AERA ENERGY LLC AND BERRY PETROLEUM COMPANY


           NOTICE OF RELEASE OF HAZARDOUS SUBSTANCES


Section 25359.7(a) of the California Health & Safety Code provides that:

	(a)  Any owner of nonresidential real property who knows, or has reasonable 
cause to believe, that any release of hazardous substance has come to be 
located on or beneath that real property shall, prior to the sale, lease, or 
rental of the real property by that owner, give written notice of that 
condition to the buyer, lessee, or renter of the real property.

In compliance with the above provision, Aera Energy LLC ("Aera") is providing 
the following notice:

Routine Releases:


In the course of Aera's routine oil field operations and activities, including, 
without limitation, operations for the exploration, production, development, 
treatment, storage and transportation of oil and gas, hazardous substances 
are handled, used, processed and temporarily stored on the property.  In 
connection with these operations and activities, surface spills and other 
releases of these substances, in less than reportable quantities, have 
occurred in the past and will occur in the normal course of future operations 
and activities.  For example, some solvents and common oil and produced water 
treatment chemicals are hazardous substances and are routinely present and 
occasionally released in normal oil field operations on the property.  

Additionally, in the course of Aera's routine drilling, completion, maintenance 
and treatment of oil, gas, injection and water disposal wells, hazardous 
substances have been used or injected beneath the surface of the property and 
will be used or injected in the normal course of future operations of this 
nature.  For example, some common well treatment chemicals are hazardous 
substances and are routinely used to stimulate, increase or prolong oil and 
gas production from the property.  Under certain circumstances, the amount of 
such substances used or injected beneath the surface of the property has 
exceeded and will exceed reportable quantities and, depending on the 
circumstances involved, some or all of such substances remain beneath the
surface of the property.  


Reportable Releases

In addition to the routine releases described above, Aera knows or has 
reasonable cause to believe, that the following releases of hazardous 
substances in reportable quantities have come to be located on or beneath 
the property:


	No CERCLA Reportable Releases on the properties.


Non-Routine Releases 

In addition to the routine and reportable releases described above, Aera knows 
or has reasonable cause to believe, that the following releases of a material 
amount of hazardous substances, in less than reportable quantities, have come to
be located on or beneath the property:


	1.	Caustic soda or soda ash solutions released in the immediate vicinity of 
existing and previously installed and removed or idle SO2 scrubbers and 
caustic storage tanks associated with the operation of steam generators.  

	2.	Lubricating oil spills associated with compressor site and pump station 
locations.  

	3.	Hydrocarbon releases resulting in soils saturated with crude oil and non-
volatile hydrocarbons from various storage tanks, LACT stations, heater 
treaters and other major facility sites.  


For the purposes of this notice, the terms "hazardous substance" and "release" 
shall be defined as provided in California Health and Safety Code Sections 
25316, 25317, 25320 and 25321, and the term "reportable quantities" shall be 
defined as provided in applicable federal and state laws and regulations for 
any hazardous substances involved.  




                            SCHEDULE "9(c)"
                                 to
                      PURCHASE AND SALE AGREEMENT
                              between
               AERA ENERGY LLC AND BERRY PETROLEUM COMPANY



ROUTINE OIL AND PETROLEUM SPILLS AND RELEASES OF CHEMICAL
SUBSTANCES
(Excluding Hazardous Substances)



In the course of Aera Energy LLC's ("Aera's") routine oil field operations and 
activities, including, without limitation, operations for the exploration, 
production, development, treatment, storage and transportation of oil and 
gas, spills of oil and petroleum and other chemical substances which are not 
considered hazardous substances for purposes of the notice contained in 
Schedule "9(b)," in less than quantities required to be reported have 
occurred in the past and can be expected to occur in the normal course of 
future operations and activities.  

Reportable Oil and Petroleum Spills
 

In addition to the routine oil and petroleum spills described above, the 
following is a listing of reports of oil spills made by Aera with respect to 
the property which have been made available to Purchaser for review:


See attachment.    


Consultants Reports

In addition to the routine oil and petroleum spills and releases of non-
hazardous chemical substances and list of reported oil spills described 
above, the following is a list of consultant reports with respect to the 
physical and environmental condition of the property which have been made 
available to Purchaser for review:


None.  


1996-1998            ARCO WESTERN ENERGY SPILL REPORTS


          
           DATE     FED
LEASE      TIME    LEASE    TYPE   OIL BBLS  BBLS WATER    IMPACT     FAILURE 

                                                 
PLACERITA  10/28/97  YES    leak    0 bbls    100 bbl   water cource  disposal
S31T4NR15W 100 hours        water                       rec. 0 bbl      well
                                                                       failure

PLACERITA  10/30/97  YES    Tank    0 bbls    850 bbl   800 production fiberglass
S31T4NR15W 1345 hours       Rupture                     50-dry creek   tank   
             water                                                     rupture 




                          SCHEDULE "13(d)"
                                 to
                     PURCHASE AND SALE AGREEMENT
                              between
             AERA ENERGY LLC AND BERRY PETROLEUM COMPANY



AERA'S LITIGATION



Los Angeles County Tax Assessor's Appeals.  Petition for Writ of Mandate filed 
by the County of Los Angeles arising out of Arco's appeal of valuations for 
1991-1994 tax years.  Additional appeals have been filed for the 1995, 1996, 
1997 and 1998 tax years.  These cases arise out of the Placerita property.  



                         SCHEDULE "14(d)"
                               to
                  PURCHASE AND SALE AGREEMENT
                             between
           AERA ENERGY LLC AND BERRY PETROLEUM COMPANY



                        BERRY'S LITIGATION



None.  




                         SCHEDULE "19(a)"
                               to
                   PURCHASE AND SALE AGREEMENT
                             between
             AERA ENERGY LLC AND BERRY PETROLEUM COMPANY

                REPORT OF PROPERTY/WELL TRANSFER

               ARCO WESTERN ENERGY WELLS IN PLACERITA


Field        Lease           Well          API Number     Sec    Twn      Rge 
                                                       
PLACERITA   BINNS-HARRIS       1           03702330        31    4N       15W 
PLACERITA   COMMUNITY         3-1          03713417        31    4N       15W 
PLACERITA   GERLACH            1           03712669        31    4N       15W 
PLACERITA   GERLACH            2           03712670        31    4N       15W 
PLACERITA   GERLACH            3           03712671        31    4N       15W 
PLACERITA   GERLACH            4           03712672        31    4N       15W 
PLACERITA   GERLACH            5           03722305        31    4N       15W 
PLACERITA   GOODACRE           1           03702329        31    4N       15W 
PLACERITA   GPM                1           03713914        31    4N       15W 
PLACERITA   GPM                2           03713915        31    4N       15W 
PLACERITA   GPM                3           03713916        31    4N       15W 
PLACERITA   GPM                4           03713917        31    4N       15W 
PLACERITA   GPM                5           03722071        31    4N       15W 
PLACERITA   GPM                6           03713918        31    4N       15W 
PLACERITA   GPM                7           03713919        31    4N       15W 
PLACERITA   GPM                8           03713920        31    4N       15W 
PLACERITA   GPM                9           03713921        31    4N       15W 
PLACERITA   GPM               10           03713922        31    4N       15W 
PLACERITA   GPM               11           03706372        31    4N       15W 
PLACERITA   GPM               12           03713923        31    4N       15W 
PLACERITA   GPM               13           03713924        31    4N       15W 
PLACERITA   GPM               14           03713925        31    4N       15W 
PLACERITA   GPM               15           03713926        31    4N       15W 
PLACERITA   GPM               16           03713927        31    4N       15W 
PLACERITA   GPM               18           03713929        31    4N       15W 
PLACERITA   GPM               19           03713930        31    4N       15W 
PLACERITA   GPM               20           03713931        31    4N       15W 
PLACERITA   GPM               21           03713932        31    4N       15W 
PLACERITA   GPM               22           03713933        31    4N       15W 
PLACERITA   GPM               23           03713934        31    4N       15W 
PLACERITA   GPM               24           03713935        31    4N       15W 
PLACERITA   GPM               25           03713936        31    4N       15W 
PLACERITA   GPM               26           03713937        31    4N       15W 
PLACERITA   GPM               27           03713935        31    4N       15W 
PLACERITA   GPM               28           03713939        31    4N       15W 
PLACERITA   GPM               29           03713940        31    4N       15W 
PLACERITA   GPM               30           03713941        31    4N       15W 
PLACERITA   GPM               31           03713942        31    4N       15W 
PLACERITA   GPM               32           03713943        31    4N       15W 
PLACERITA   GPM               33           03713944        31    4N       15W 
PLACERITA   GPM               34           03713945        31    4N       15W 
PLACERITA   GPM               35           03713946        31    4N       15W 
PLACERITA   GPM               36           03713947        31    4N       15W 
PLACERITA   GPM               37           03706373        31    4N       15W 
PLACERITA   GPM               38           03713948        31    4N       15W 
PLACERITA   GPM               39           03700082        31    4N       15W 


Page 1 of 8




ARCO WESTERN ENERGY WELLS IN PLACERITA

Field        Lease           Well          API Number     Sec    Twn      Rge 

PLACERITA   GPM               40           03713949        31    4N       15W 
PLACERITA   GPM               41           03713950        31    4N       15W
PLACERITA   GPM               42           03714197        31    4N       15W
PLACERITA   GPM               43           03714198        31    4N       15W
PLACERITA   GPM               44           03722371        31    4N       15W
PLACERITA   GPM               45           03722372        31    4N       15W
PLACERITA   GPM               46           03722373        31    4N       15W 
PLACERITA   GPM               47           03722374        31    4N       15W 
PLACERITA   GPM               48           03722375        31    4N       15W 
PLACERITA   GPM               49           03722701        31    4N       15W 
PLACERITA   GPM               50           03722702        31    4N       15W 
PLACERITA   GPM              12-8          03724049        31    4N       15W 
PLACERITA   GPM              12-9          03724050        31    4N       15W 
PLACERITA   GPM              13-9          03724052        31    4N       15W 
PLACERITA   GPM              5-15          03724015        31    4N       15W 
PLACERITA   GPM              6-12          03723543        31    4N       15W 
PLACERITA   GPM              6-14          03723526        31    4N       15W 
PLACERITA   GPM              6-15          03724021        31    4N       15W 
PLACERITA   GPM              7-11          03723544        31    4N       15W 
PLACERITA   GPM              7-12          03723545        31    4N       15W 
PLACERITA   GPM              7-13          03722968        31    4N       15W 
PLACERITA   GPM              7-14          03723537        31    4N       15W 
PLACERITA   GPM              7-15          03723284        31    4N       15W 
PLACERITA   GPM              8-11          03723546        31    4N       15W 
PLACERITA   GPM              8-12          03722969        31    4N       15W 
PLACERITA   GPM              8-13          03722970        31    4N       15W 
PLACERITA   GPM              8-14          03722971        31    4N       15W 
PLACERITA   GPM              8-16          03723271        31    4N       15W 
PLACERITA   GPM              9-11          03722972        31    4N       15W 
PLACERITA   GPM              9-12          03722973        31    4N       15W 
PLACERITA   GPM              9-13          03722974        31    4N       15W 
PLACERITA   GPM              9-14          03723251        31    4N       15W 
PLACERITA   GPM              9-15          03722960        31    4N       15W 
PLACERITA   GPM              9-16          03724022        31    4N       15W 
PLACERITA   GPM             10-11          03724023        31    4N       15W 
PLACERITA   GPM             10-12          03722975        31    4N       15W 
PLACERITA   GPM             10-13          03723252        31    4N       15W 
PLACERITA   GPM             10-15          03724024        31    4N       15W 
PLACERITA   GPM             11-11          03724018        31    4N       15W 
PLACERITA   GPM             11-12          03724025        31    4N       15W 
PLACERITA   GPM             11-13          03723253        31    4N       15W 
PLACERITA   GPM             11-14          03724026        31    4N       15W 
PLACERITA   GPM             11-15          03724019        31    4N       15W 
PLACERITA   GPM             11-16          03724032        31    4N       15W 
PLACERITA   GPM             12-10          03724020        31    4N       15W 
PLACERITA   GPM             12-11          03724051        31    4N       15W 
PLACERITA   GPM             13-10          03724053        31    4N       15W 
PLACERITA   GPM             14-10          03724054        31    4N       15W 
PLACERITA   GPM              9-15R         03723527        31    4N       15W

Page 2 of 8 


ARCO WESTERN ENERGY WELLS IN PLACERITA

Field        Lease           Well          API Number     Sec    Twn      Rge 

PLACERITA   GPM            T06-15          03724167        31    4N       15W 
PLACERITA   GPM            T09-16          03724163        31    4N       15W
PLACERITA   GPM            T012-9          03724164        31    4N       15W
PLACERITA   HIGHWAY            2           03711712        31    4N       15W
PLACERITA   HIGHWAY            3           03711713        31    4N       15W
PLACERITA   HIGHWAY          6-22          03724110        31    4N       15W
PLACERITA   HIGHWAY          7-22          03724112        31    4N       15W 
PLACERITA   HIGHWAY          7-23          03724113        31    4N       15W 
PLACERITA   HIGHWAY          8-22          03724114        31    4N       15W 
PLACERITA   HIGHWAY          9-22          03724115        31    4N       15W 
PLACERITA   HIGHWAY          9-23          03724102        31    4N       15W 
PLACERITA   HIGHWAY         10-22          03724116        31    4N       15W 
PLACERITA   HIGHWAY         11-22          03724117        31    4N       15W 
PLACERITA   INDIAN-KRAFT       1           03714151        31    4N       15W 
PLACERITA   INDIAN-PLACERITA   2           03714158        31    4N       15W 
PLACERITA   INDIAN-PLACERITA   3           03714159        31    4N       15W 
PLACERITA   KENNEDY            1           03714272        31    4N       15W 
PLACERITA   KENNEDY            2           03714273        31    4N       15W 
PLACERITA   KENNEDY            3           03714274        31    4N       15W 
PLACERITA   KENNEDY            4           03714275        31    4N       15W 
PLACERITA   KENNEDY            5           03714276        31    4N       15W 
PLACERITA   KENNEDY            6           03714277        31    4N       15W 
PLACERITA   KENNEDY          6-23          03722959        31    4N       15W 
PLACERITA   KENNEDY         11-22          03723282        31    4N       15W 
PLACERITA   KPM                1           03712661        31    4N       15W 
PLACERITA   KPM                1           03714161        31    4N       15W 
PLACERITA   KPM                2           03714162        31    4N       15W 
PLACERITA   KPM                3           03714163        31    4N       15W 
PLACERITA   KPM                4           03714164        31    4N       15W 
PLACERITA   KPM                5           03714165        31    4N       15W 
PLACERITA   KPM                6           03714166        31    4N       15W 
PLACERITA   KPM                7           03714167        31    4N       15W 
PLACERITA   KPM                8           03714168        31    4N       15W 
PLACERITA   KPM                9           03714169        31    4N       15W 
PLACERITA   KPM               10           03714170        31    4N       15W 
PLACERITA   KPM               11           03714171        31    4N       15W 
PLACERITA   KPM               12           03714172        31    4N       15W 
PLACERITA   KPM               13           03714173        31    4N       15W 
PLACERITA   KPM               14           03714174        31    4N       15W 
PLACERITA   KPM               16           03714175        31    4N       15W 
PLACERITA   KPM               17           03714176        31    4N       15W 
PLACERITA   KPM               18           03714177        31    4N       15W 
PLACERITA   KPM               19           03714178        31    4N       15W 
PLACERITA   KPM               20           03714179        31    4N       15W 
PLACERITA   KPM               21           03714180        31    4N       15W 
PLACERITA   KPM               22           03714181        31    4N       15W 
PLACERITA   KPM               23           03714182        31    4N       15W 
PLACERITA   KPM               24           03714183        31    4N       15W 
PLACERITA   KPM             12-12          03724027        31    4N       15W

Page 3 of 8 
 


ARCO WESTERN ENERGY WELLS IN PLACERITA

Field        Lease           Well          API Number     Sec    Twn      Rge 

PLACERITA   KPM             12-13          03724029        31    4N       15W
PLACERITA   KPM             12-14          03724028        31    4N       15W
PLACERITA   KPM             12-15          03724041        31    4N       15W
PLACERITA   KPM             13-11          03724042        31    4N       15W
PLACERITA   KPM             13-12          03724043        31    4N       15W
PLACERITA   KPM             13-13          03722963        31    4N       15W
PLACERITA   KPM             13-14          03724044        31    4N       15W
PLACERITA   KPM             13-15          03724045        31    4N       15W
PLACERITA   KPM             13-16          03724046        31    4N       15W
PLACERITA   KPM             14-12          03724047        31    4N       15W
PLACERITA   KPM             14-14          03724048        31    4N       15W
PLACERITA   KPM           TO12-13          03724165        31    4N       15W
PLACERITA   KRAFT              1           03714184        31    4N       15W
PLACERITA   KRAFT              2           03714185        31    4N       15W
PLACERITA   KRAFT              3           03714186        31    4N       15W
PLACERITA   KRAFT              4           03714187        31    4N       15W
PLACERITA   KRAFT              6           03714189        31    4N       15W
PLACERITA   KRAFT              7           03714190        31    4N       15W
PLACERITA   KRAFT              8           03714191        31    4N       15W
PLACERITA   KRAFT              9           03714192        31    4N       15W
PLACERITA   KRAFT             10           03714193        31    4N       15W
PLACERITA   KRAFT             11           03714194        31    4N       15W
PLACERITA   KRAFT             12           03714196        31    4N       15W
PLACERITA   KRAFT             13           03713482        31    4N       15W
PLACERITA   KRAFT             14           03713483        31    4N       15W
PLACERITA   KRAFT             15           03713484        31    4N       15W
PLACERITA   KRAFT             16           03713486        31    4N       15W
PLACERITA   KRAFT             17           03713487        31    4N       15W
PLACERITA   KRAFT             18           03713488        31    4N       15W
PLACERITA   KRAFT             19           03713489        31    4N       15W
PLACERITA   KRAFT             20           03713490        31    4N       15W
PLACERITA   KRAFT             21           03713491        31    4N       15W
PLACERITA   KRAFT             22           03713492        31    4N       15W
PLACERITA   KRAFT             23           03713493        31    4N       15W
PLACERITA   KRAFT             24           03717652        31    4N       15W
PLACERITA   KRAFT             25           03713494        31    4N       15W
PLACERITA   KRAFT             26           03713495        31    4N       15W
PLACERITA   KRAFT             27           03708272        31    4N       15W
PLACERITA   KRAFT             28           03713496        31    4N       15W
PLACERITA   KRAFT             29           03713497        31    4N       15W
PLACERITA   KRAFT             30           03713498        31    4N       15W
PLACERITA   KRAFT             31           03713499        31    4N       15W
PLACERITA   KRAFT             32           03700334        31    4N       15W
PLACERITA   KRAFT             33           03713500        31    4N       15W
PLACERITA   KRAFT             34           03714251        31    4N       15W
PLACERITA   KRAFT             35           03714252        31    4N       15W
PLACERITA   KRAFT             36           03714253        31    4N       15W
PLACERITA   KRAFT             37           03714254        31    4N       15W
PLACERITA   KRAFT             38           03714255        31    4N       15W

Page 4 of 8

ARCO WESTERN ENERGY WELLS IN PLACERITA

Field        Lease           Well          API Number     Sec    Twn      Rge 

PLACERITA   KRAFT             39           03714256        31    4N       15W
PLACERITA   KRAFT             41           03700084        31    4N       15W
PLACERITA   KRAFT             43           03722704        31    4N       15W
PLACERITA   KRAFT             44           03722705        31    4N       15W
PLACERITA   KRAFT             31R          03724037        31    4N       15W
PLACERITA   KRAFT           11-A           03714195        31    4N       15W
PLACERITA   KRAFT           12-A           03713481        31    4N       15W
PLACERITA   KRAFT           15-A           03713485        31    4N       15W
PLACERITA   KRAFT            5-17          03723547        31    4N       15W
PLACERITA   KRAFT            5-19          03723548        31    4N       15W
PLACERITA   KRAFT            5-21          03724106        31    4N       15W
PLACERITA   KRAFT            6-16          03724016        31    4N       15W
PLACERITA   KRAFT            6-17          03724006        31    4N       15W
PLACERITA   KRAFT            6-19          03723286        31    4N       15W
PLACERITA   KRAFT            6-20          03723549        31    4N       15W
PLACERITA   KRAFT            6-21          03724120        31    4N       15W
PLACERITA   KRAFT            7-16          03723285        31    4N       15W
PLACERITA   KRAFT            7-17          03724007        31    4N       15W
PLACERITA   KRAFT            7-18          03724008        31    4N       15W
PLACERITA   KRAFT            7-19          03723550        31    4N       15W
PLACERITA   KRAFT            7-20          03724000        31    4N       15W
PLACERITA   KRAFT            7-21          03724011        31    4N       15W
PLACERITA   KRAFT            8-17          03724009        31    4N       15W
PLACERITA   KRAFT            8-18          03723293        31    4N       15W
PLACERITA   KRAFT            8-19          03723290        31    4N       15W
PLACERITA   KRAFT            8-20          03724001        31    4N       15W
PLACERITA   KRAFT            8-21          03724121        31    4N       15W
PLACERITA   KRAFT            9-17          03724012        31    4N       15W
PLACERITA   KRAFT            9-18          03723292        31    4N       15W
PLACERITA   KRAFT            9-19          03723288        31    4N       15W
PLACERITA   KRAFT            9-20          03724003        31    4N       15W
PLACERITA   KRAFT            9-21          03722961        31    4N       15W
PLACERITA   KRAFT           10-16          03724017        31    4N       15W
PLACERITA   KRAFT           10-17          03724055        31    4N       15W
PLACERITA   KRAFT           10-18          03723291        31    4N       15W
PLACERITA   KRAFT           10-19          03724004        31    4N       15W
PLACERITA   KRAFT           10-20          03723289        31    4N       15W
PLACERITA   KRAFT           10-21          03724122        31    4N       15W
PLACERITA   KRAFT           11-17          03724056        31    4N       15W
PLACERITA   KRAFT           11-18          03724057        31    4N       15W
PLACERITA   KRAFT           11-19          03724005        31    4N       15W
PLACERITA   KRAFT           11-20          03724058        31    4N       15W
PLACERITA   KRAFT           11-21          03724107        31    4N       15W
PLACERITA   KRAFT           12-16          03724059        31    4N       15W
PLACERITA   KRAFT           12-17          03724060        31    4N       15W
PLACERITA   KRAFT           12-18          03724061        31    4N       15W
PLACERITA   KRAFT           12-19          03724062        31    4N       15W
PLACERITA   KRAFT           12-20          03724063        31    4N       15W
PLACERITA   KRAFT           12-21          03724123        31    4N       15W


Page 5 of 8


ARCO WESTERN ENERGY WELLS IN PLACERITA

Field        Lease           Well          API Number     Sec    Twn      Rge 

PLACERITA   KRAFT           13-17          03724064        31    4N       15W
PLACERITA   KRAFT           13-18          03724065        31    4N       15W
PLACERITA   KRAFT           13-19          03724066        31    4N       15W
PLACERITA   KRAFT           14-16          03724067        31    4N       15W
PLACERITA   KRAFT            9-18I         03724002        31    4N       15W
PLACERITA   KRAFT-HIGHWAY      1           03712683        31    4N       15W
PLACERITA   MIDNIGHT           1           03702331        31    4N       15W
PLACERITA   NEWHALL            1           03711714        31    4N       15W
PLACERITA   NEWHALL            4           03707985        31    4N       15W
PLACERITA   NEWHALL            5           03700073        31    4N       15W
PLACERITA   NORTH PLACERITA    7           03724161        31    4N       15W
PLACERITA   ORWIG              1           03713319        31    4N       15W
PLACERITA   ORWIG              2           03713320        31    4N       15W
PLACERITA   ORWIG              3           03713321        31    4N       15W
PLACERITA   ORWIG              4           03713322        31    4N       15W
PLACERITA   ORWIG              5           03713323        31    4N       15W
PLACERITA   ORWIG              6           03713324        31    4N       15W
PLACERITA   ORWIG              7           03713325        31    4N       15W
PLACERITA   ORWIG              8           03713326        31    4N       15W
PLACERITA   ORWIG              9           03716558        31    4N       15W
PLACERITA   ORWIG             10           03713327        31    4N       15W
PLACERITA   ORWIG             11           03713328        31    4N       15W
PLACERITA   ORWIG             12           03713329        31    4N       15W
PLACERITA   ORWIG             13           03713330        31    4N       15W
PLACERITA   ORWIG             14           03721367        31    4N       15W
PLACERITA   ORWIG             15           03721368        31    4N       15W
PLACERITA   ORWIG             16           03713331        31    4N       15W
PLACERITA   ORWIG             17           03721693        31    4N       15W
PLACERITA   ORWIG             18           03721694        31    4N       15W
PLACERITA   ORWIG             19           03721695        31    4N       15W
PLACERITA   ORWIG            4-A           03721692        31    4N       15W
PLACERITA   ORWIG            6-7           03723539        31    4N       15W
PLACERITA   ORWIG            7-8           03723531        31    4N       15W
PLACERITA   ORWIG            7-A           03721366        31    4N       15W
PLACERITA   ORWIG            8-7           03723536        31    4N       15W
PLACERITA   ORWIG            9-6           03723540        31    4N       15W
PLACERITA   ORWIG            9-7           03723534        31    4N       15W
PLACERITA   ORWIG            9-8           03723535        31    4N       15W
PLACERITA   ORWIG            T-1           03722329        31    4N       15W
PLACERITA   ORWIG            T-2           03722345        31    4N       15W
PLACERITA   ORWIG            T-3           03722712        31    4N       15W
PLACERITA   ORWIG            T-4           03722713        31    4N       15W
PLACERITA   ORWIG            T-5           03722714        31    4N       15W
PLACERITA   ORWIG            T-6           03722715        31    4N       15W
PLACERITA   ORWIG            T-7           03722716        31    4N       15W
PLACERITA   ORWIG            T-8           03722717        31    4N       15W
PLACERITA   ORWIG            T-9           03722718        31    4N       15W
PLACERITA   ORWIG           10-7           03723541        31    4N       15W


Page 6 of 8


ARCO WESTERN ENERGY WELLS IN PLACERITA

Field        Lease           Well          API Number     Sec    Twn      Rge

PLACERITA   ORWIG           10-9           03724013        31    4N       15W
PLACERITA   ORWIG           11-7           03723542        31    4N       15W
PLACERITA   ORWIG           11-8           03724069        31    4N       15W
PLACERITA   ORWIG            7-10          03723528        31    4N       15W
PLACERITA   ORWIG            8-10          03723529        31    4N       15W
PLACERITA   ORWIG            9-10          03723532        31    4N       15W
PLACERITA   ORWIG            T-10          03722719        31    4N       15W
PLACERITA   ORWIG            T-11          03722720        31    4N       15W
PLACERITA   ORWIG            T-12          03722721        31    4N       15W
PLACERITA   ORWIG            T-13          03722927        31    4N       15W
PLACERITA   ORWIG            T-14          03722928        31    4N       15W
PLACERITA   ORWIG            T-15          03722929        31    4N       15W
PLACERITA   ORWIG            T-16          03722930        31    4N       15W
PLACERITA   ORWIG            T-17          03722931        31    4N       15W
PLACERITA   ORWIG            T-18          03722932        31    4N       15W
PLACERITA   ORWIG            T-19          03722933        31    4N       15W
PLACERITA   ORWIG            T-20          03722934        31    4N       15W
PLACERITA   ORWIG            T-21          03722935        31    4N       15W
PLACERITA   ORWIG            T-2R          03724038        31    4N       15W
PLACERITA   ORWIG           10-10          03723533        31    4N       15W
PLACERITA   ORWIG           11-10          03724014        31    4N       15W
PLACERITA   ORWIG          TO8-7           03724162        31    4N       15W
PLACERITA   PARTON             1           03713413        31    4N       15W
PLACERITA   PARTON             2           03713414        31    4N       15W
PLACERITA   PHILBERT           1           03713416        31    4N       15W
PLACERITA   PHILBERT           3           03713415        31    4N       15W
PLACERITA   COMMUNITY          3           03714278        31    4N       15W
PLACERITA   COMMUNITY          4           03714279        31    4N       15W
PLACERITA   COMMUNITY          5           03714280        31    4N       15W
PLACERITA   COMMUNITY          6           03714281        31    4N       15W
PLACERITA   COMMUNITY          7           03714282        31    4N       15W
PLACERITA   COMMUNITY          8           03714283        31    4N       15W
PLACERITA   COMMUNITY          9           03714284        31    4N       15W
PLACERITA   COMMUNITY         10           03714285        31    4N       15W
PLACERITA   PRYOR              4           03724030        36    4N       16W
PLACERITA   PRYOR           WD-1           03723530        36    4N       16W
PLACERITA   PRYOR           WD-2           03723256        36    4N       16W
PLACERITA   PRYOR           WD-3           03723257        36    4N       16W
PLACERITA   RAE                1           03714286        31    4N       15W
PLACERITA   RAE                2           03714287        31    4N       15W
PLACERITA   RAE                3           03714288        31    4N       15W
PLACERITA   SEDLACEK           1           03724033        25    4N       16W
PLACERITA   SEDLACEK           3           03723283        25    4N       16W
PLACERITA   SEDLACEK           4           03724198        25    4N       16W
PLACERITA   SHEPPARD           1           03712677        31    4N       15W
PLACERITA   SHEPPARD           2           03712678        31    4N       15W
PLACERITA   SHEPPARD           3           03712679        31    4N       15W
PLACERITA   SHEPPARD           4           03712680        31    4N       15W


Page 7 of 8



ARCO WESTERN ENERGY WELLS IN PLACERITA

Field        Lease           Well          API Number     Sec    Twn      Rge

PLACERITA   SHEPPARD           5           03712681        31    4N       15W
PLACERITA   SHEPPARD           6           03712682        31    4N       15W
PLACERITA   WF                 1           03714289        31    4N       15W
PLACERITA   WF                 2           03714290        31    4N       15W
PLACERITA   WF                 3           03714291        31    4N       15W
PLACERITA   WF                 4           03714292        31    4N       15W
PLACERITA   WF                 5           03714293        31    4N       15W
PLACERITA   WF                 6           03714294        31    4N       15W
PLACERITA   WF                 7           03714295        31    4N       15W
PLACERITA   WF                 8           03714296        31    4N       15W
PLACERITA   WF                 9           03714297        31    4N       15W
PLACERITA   WF                10           03714298        31    4N       15W
PLACERITA   WF                11           03714299        31    4N       15W
PLACERITA   WF                12           03714300        31    4N       15W
PLACERITA   WF                13           03714301        31    4N       15W
PLACERITA   WF                14           03714302        31    4N       15W
PLACERITA   WF                15           03714303        31    4N       15W
PLACERITA   WF                16           03714304        31    4N       15W
PLACERITA   WF                21           03714305        31    4N       15W
PLACERITA   WF                35           03714306        31    4N       15W
PLACERITA   WF                39           03722048        31    4N       15W
PLACERITA   WF                40           03722348        31    4N       15W
PLACERITA   WF                41           03722369        31    4N       15W
PLACERITA   WF                42           03722370        31    4N       15W
PLACERITA   WF               6-5           03724155        31    4N       15W
PLACERITA   WF               8-3           03724156        31    4N       15W
PLACERITA   WF               8-5           03724157        31    4N       15W
PLACERITA   WF               9-4           03723255        31    4N       15W
PLACERITA   WF               9-5           03723538        31    4N       15W
PLACERITA   WF              10-4           03724159        31    4N       15W
PLACERITA   WF               5-10          03722962        31    4N       15W
PLACERITA   WF               9-41          03724158        31    4N       15W
PLACERITA   WF               TO11          03724166        32    4N       15W


Page 8 of 8





LEGAL DESCRIPTIONS 

TOWNSHIP 4 NORTH RANGE 15 WEST. SBBM 
SECTION 31: NE/4, SW/4, S/2, NE/4, NW/4, SE/4. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOT 2, LOT 3, LOT 14, LOT 15, NE NW 
SECTION 32: E/2 LOT 1, E/2 LOT 3, SE SW & LOT 8. 

TOWNSHIP 4 NORTH, RANGE 15 WEST SBBM 
SECTION 30: W/2 NE/4 NW/4 NE/4 SW/4. 

TOWNSHIP 4 NORTH, RANGE 16 WEST, SBBM 
SECTION 25: LOTS 1 AND 2. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 30: LOT 2 IN FRACTIONAL SECTION 30, 
S. B. B. &M. ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THE 
DISTRICT LAND OFFICE MARCH 29, 1877 EXCEPT THEREFROM THAT PORTION 
OF SAID LAND DEEDED TO THE CITY OF LOS ANGELES BY DEED RECORDED 
DECEMBER 22, 1965 AS INSTRUMENT NO. 524 IN 
BOOK D3153, PAGE 582, OF OFFICIAL RECORDS. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 30: ALL OF LOT I IN FRACTIONAL SECTION 30, 
S.B.B.&M. EXCEPT THAT PORTION INCLUDED WITHIN THE LINES OF THE 
305 FOOT WIDE STRIP OF LAND CONVEYED TO THE CITY OF LOS ANGELES 
BY DEED RECORDED ON OCTOBER 19. 1965 AS DOCUMENT NO. 758, IN BOOK 
D-3085, PAGE 602 OFFICIAL RECORDS. 

TOWNSHIP 4 NORTH, RANGE 16 WEST, SBBM 
SECTION 25: LOTS 3 AND 4. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: ALL OF LOT 3, EXCEPT 
THE EAST 330 FEET OF THE NORTH 660 FEET THEREOF. 
ALL OF THE NE/4 SW/4, EXCEPT THE W/2 NE/4 NW/4 NE/4 SW/4, 
ALL OF THE NW/4 SE/4, EXCEPT THE W/2 SE/4 NE/4 NW/4 SE/4,
ALL OF THE SW/4 SE/4, EXCEPT THEREFROM THAT PORTION 
DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST 
CORNER OF THE SOUTHEAST QUARTER OF THE 
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 30, THENCE 
WEST 396 FEET; THENCE SOUTH 330 FEET, THENCE EAST 132 FEET, THENCE SOUTH 
330 FEET, THENCE EAST 264 FEET, THENCE NORTH 660 FEET, TO THE POB.
 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOTS 51 AND 52 OF TRACT 10699. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 10699, LOT 12. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 10699, LOT 11. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 30: ALL OF LOT 3, EXCEPT THE EAST 330 FEET 
OF THE NORTH 660 FEET THEREOF. 
ALL OF THE NE/4 SW/4, EXCEPT THE W/2 NE/4 NW/4 NE/4 SW/4. 
ALL OF THE NW/4 SE/4, EXCEPT THE W/2 SE/4 NE/4 NW/4 SE/4, 
ALL OF THE SW/4 SE, EXCEPT THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: 
COMMENCING AT THE NORTHEAST CORNER OF THE SOUTEAST QUARTER OF THE 
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 30, 
THENCE WEST 396 FEET, THENCE SOUTH 330 FEET, THENCE EAST 132 FEET, 
THENCE SOUTH 330 FEET, THENCE EAST 264 FEET, THENCE NORTH 660 FEET, 
TO THE POINT OF BEGINNING. 


TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31, TRACT 10699, LOTS 17, 44 AND 49. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: PTN LOT 6. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTlON 31: PTN LOT 6. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 10699, LOTS 6, 7, 31, 47 & 48. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 9943. LOT 1. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943, LOT 1. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 9943, LOTS 28 AND 29. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943, LOTS 28 AND 29. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 10699, LOTS 18, 20 AND PTN LOT 19. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: VARIOUS LOTS IN TRACT 10699 AND TRACT 9943. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 10699, LOTS 6, 7, 31, 47 & 48. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOTS 55 AND 56 OF TRACT 10669, 
LOT 27 OF TRACT 9943 AND PORTION OF SECTIONAL LOT 6. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: GOVERNMENT LOT 6, TRACT 10699, LOTS 13, 14 AND 27. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 10699, LOT 46. 

Page 1 of 3 


LEGAL DESCRIPTIONS 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 10699. LOT 24. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 10699, LOT 8. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: GOVERNMENT LOT 6, TRACT 10699, LOTS 9 AND 10. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 10699, LOT 4. 

TOWNSHIP 4 NORTH, RANGE 15 WEST SBBM 
SECTION 31: TRACT 10699, LOTS 25 AND 26. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: THAT PORTION OF GOVERNMENT LOT 6 WHICH LIES WESTERLY 
OF THE WESTERLY LINE AND NORTHERLY PROLONGATION OF TRACT 10699, 
AS MORE FULLY DESCRIBED IN MAP RECORDED IN BK 165, PGS 36 & 37 
OF MAPS IN THE LOS ANGELES COUNTY RECORDER'S OFFICE; 
EXCEPTING THEREFROM THE SOUTHERLY 180 FEET THEREOF; 
LIMITED TO DEPTHS FROM 500 FT. SUBSURFACE TO ALL DEPTHS BELOW. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: GOVERNMENT LOT 6, TRACT 10699, LOTS 3, 40 AND 41: 
LIMITED TO DEPTHS FROM 1500 FT SUBSURFACE TO ALL DEPTHS BELOW. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: GOVERNMPNT LOT 6, TRACT 10699, LOTS 1, 2, 35, 36: 
THE SOUTHERLY 180 FT OF THAT PORTION OF GOV'T LOT 6 
WHICH LIES WESTERLY OF THE WESTERLY LINE AND 
NORTHERLY PROLONGATION OF TR 10699, AS MORE FULLY 
DESCRIBED IN MAP RECORDED IN BK 165 PGS 36 & 37 OF MAPS IN THE LOS 
ANGELES COUNTY RECORDER'S OFFICE; 
LIMITED TO DEPTHS FROM 1500 FT SUBSURFACE TO ALL DEPTHS BELOW. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOT 5 OF TRACT NO 10699. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOT 18 OF TRACT 9943. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOT 28 OF TRACT NO. 10699. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOT 50 TRACT 10699. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT NO 10699, LOTS 15, 16 AND 22. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 10699, LOTS 2 AND 3. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943, LOT 4. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: PARCEL 1: LOTS 15,16, 30, 31 AND 32 OF TRACT NO. 9943, 
AS PER MAP RECORDED IN BK 167, PGS 32 AND 33 OF MAPS;  
PARCEL 2: THAT PORTION OF LOT I 9 OF TR NO 9943, AS PER MAP 
RECORDED IN BK 167 PGS 32 AND 33 OF MAPS, LYING WESTERLY OF A  
STRAIGHT LINE PASSING THROUGH THE NE CORNER AND THE SW CORNER OF LOT 19; 
PARCEL 3: THAT PORTION OF LOT 33 OF TRACT NO 9943 AS PER MAP RECORDED IN 
BK 167 PGS 32 AND 33 OF MAPS, LYING WESTERLY OF A STRAIGHT LINE PASSING 
THROUGH THE NE CORNER AND THE SW CORNER OF LOT 33; 
PARCEL 4: THAT PORTION OF LOT 7 LYING NORTH OF THE NORTH LINE OF 
TRACT NO 9943, AS PER MAP RECORDED IN BK 167 PGS 32 AND 33, WHICH LIES 
WESTERLY OF THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO 
THE STATE OF CALIFORNIA. RECORDED IN BK 15650, PAGE 38. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: SE/4 SW/4. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 30: SE/4 SW/4. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 30: SE/4 SW/4. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 30: SE/4 SW/4. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 30: SE/4 SW/4. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: W/2 LOT 9, ALL OF LOT 10, EXCEPTING THEREFROM 10 ACRES 
OF LAND CONVEYED TO THE CITY OF LOS ANGELES FOR 
AQUEDUCT PURPOSES BY DEED RECORDED IN BOOK 3703, PAGE 239, DEED 
RECORDS OF LOS ANGELES COUNTY CALIFORNIA; ALSO EXCEPTING 
THEREFROM ANY PORTION OF SAID LOT 10 
LYING WITHIN THE LINES OF TRACT NO. 10699 AS PER MAP RECORDED 
IN BOOK 165, PAGES 36 AND 37 OF MAPS, LOS ANGELES COUNTY, CALIFORNIA. 



TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: SE/4 NW/4. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOTS 53 & 54 OF TRACT 10699.
 
TOWNSHIP 4 NORTH, RANGE WEST, SBBM 
SECTION 31: LOT 14 AND NE/4 NW/4. 

Page 2 of 3 

LEGAL DESCRIPTIONS 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: E/2 LOT 9, E/2 LOT 12 AND LOT 8, 
EXCEPTING THEREFROM THOSE PORTIONS OF LOTS 8, 9 AND 12 
DEEDED TO THE STATE OF CALIFORNIA FOR FREEWAY, 
FROM THE SURFACE DOWN TO 500 FEET AS DESCRIBED IN GRANT DEED 
DATED OCTOBER 18, 1968, RECORDED IN BOOK 4328, PAGE 885, 
OFFICIAL RECORDS, LOS ANGELES COUNTY, CALIFORNIA. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: TRACT 9943 LOT 5, IN THE COUNTY OF LOS ANGELES, 
STATE OF CALIFORNIA AS PER MAP THEREOF RECORDED IN 
BOOK 167 PAGES 32 AND 33 OF MAPS, IN THE OFFICE OF 
THE COUNTY RECORDER OF SAID COUNTY. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOT 14 & 17 OF TRACT 9943, AND LOTS 3, 39, 40, 41, 42 & 43 
OF TRACT 10699 AS PER MAP RECORDED IN BOOK 165, PGS 36 & 37 
OF MAPS OF THE OFFICIAL RECORDS OF LOS ANGELES 
COUNTY, CALIF, AND RIGHT OF INGRESS AND EGRESS OVER AND UPON 
AND ACROSS THE EASTERLY 24' OF LOTS 2 & 35, 
TRACT 10699, IN THE COUNTY OF LOS ANGELES, STATE OF CALIF, BK 165, 
PGS 36 & 37 OF MAPS OF THE OFFICIAL RECORDS AND AS RESERVED IN 
DEED RECORDED IN BK 3713, PG 970 OF LOS ANGELES COUNTY RECORDS. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOTS 3, 40 & 41 OF TRACT 10699, IN THE COUNTY OF 
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED 
IN BK 165, PGS 36 & 37 OF MAPS, IN THE OFFICE OF THE 
LOS ANGELES COUNTY RECORDER, LIMITED TO DEPTHS BELOW 1500 FT. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: THAT PORTION OF GOVERNMENT LOT 6 
WHICH LIES WESTERLY OF THE WESTERLY LINE AND NORTHERLY 
PROLONGATION OF TRACT 10699, AS MORE FULLY DESCRIBED IN MAP 
RECORDED IN BK 165, PGS 36 & 37 OF MAPS IN THE LOS ANGELES 
COUNTY RECORDER'S OFFICE; EXCEPTING THEREFROM THE SOUTHERLY 
180 FT THEREOF; LIMITED TO DEPTHS FROM 500 FT SUBSURFACE 
TO ALL DEPTHS BELOW. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: N/2 NE/4 SE/4.

TOWNSHIP 4 NORTH, RANGE 15 WEST,_SBBM 
SECTION 30: COMMENCING AT THE SE CORNER OF SECTION 30, 
THENCE WEST A DISTANCE OF 924 FT TO THE TRUE POB;
THENCE N 330', THENCE W 132', THENCE N 330', THENCE W 660', 
THENCE S 330', THENCE E 132', THENCE S 330', THENCE E 660' TO THE POB. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION: 31 LOTS 1, 2, 35 & 36 OF TRACT 10699, 
IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, 
AS PER MAP RECORDED IN BK 165, PGS 36 & 37 OF MAPS, IN 
THE OFFICE OF LOS ANGELES COUNTY RECORDER, 
AND THE SOUTHERLY 180' OF GOVERNMENT LOT 6, SECTION 31, T4N-R15W, 
WHICH LIES EASTERLY OF THE EASTERLY LINE OF THE 
100' ROW OF THE LOS ANGELES CITY AQUEDUCT, DESCRIBED IN DEED 
TO THE CITY OF LOS ANGELES, RECORDED IN BK 3703, PG 239 OF DEEDS, 
LIMITED TO DEPTHS FROM 500 FT TO 1500 FT. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOTS 3, 40 AND 41 OF TRACT 10699, 
IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, 
AS PER MAP RECORDED IN BK 165, PGS 36 & 37 OF MAPS. IN THE 
OFFICE OF THE LOS ANGELES COUNTY RECORDER, 
LIMITED TO DEPTHS FROM THE SURFACE TO 15OO FT. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOT 14 AND 17 OF TRACT 9943, AS PER 
MAP RECORDED IN BK 154, PGS 35 & 36 
OF MAPS 0F THE OFFICIAL RECORDS OF LOS ANGELES CO., CALIFORNIA. 
AND, GOV'T LOTS 4, 5, 6 & 7 IN THE 
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. 

TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM 
SECTION 31: LOTS 1, 2, 35 & 36 OF TRACT 10699 IN THE COUNTY 
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED 
IN BK 165, PGS 36 & 37 OF MAPS IN THE OFFICE OF LOS ANGELES 
COUNTY RECORDER, AND THE SOUTHERLY 180' OF GOVERNMENT LOT 6 
WHICH LIES EASTERLY OF THE EASTERLY LINE OF THE 100' ROW 
OF THE LOS ANGELES CITY AQUEDUCT, DESCRIBED IN DEED 
TO THE CITY OF LOS ANGELES, RECORDED IN BK 3703, PG 239 OF DEEDS, 
LIMITED TO DEPTHS BELOW 1500 FT. 

Page 3 of 3 


	


              REPORT OF PROPERTY/WELL TRANSFER OR ACQUISITION
                (To be completed by old and new operators)
Please complete and return this form to the:         January 25, 1999
		                                        (date)	
Division of Oil, Gas, and Geothermal Resources
1000 South Hill Road, Suite 116
Ventura, CA  93003-4458

Effective date of transfer / acquisition December 31, 1998, 
date of possession  January 1, 1999.,  
                     (if different)

                     Aera Energy LLC          transferred
                      (old operator)
            		                                      
the following wells to 	Berry Petroleum Company.	  
                           (new operator)

NOTE:  Pursuant to Section 3202 of the Public Resources Code, before wells 
will be transferred, the new operator must provide proper bond coverage 
and well information for all transferred active, idle, and/or plugged and 
abandoned wells.  (If additional space is needed, use separate sheets.)  

_____________________________________________________________________________
Well Designation	   Field or County	 Sec.          T.         R.	 API Number 
____________________________________________________________________________
See Attached______________________________________________________________	
__________________________________________________________________________	
__________________________________________________________________________	
__________________________________________________________________________	
Legal description of the land where the well(s) is (are) located:    _____
See  Attached____________________________________________________________	
_________________________________________________________________________	
________________________________________________________________________			
Aera Energy LLC__________                 Berry Petroleum Company________
(name of old operator)                    (name of new operator)
   P.O. Box 11164                         P.O. Bin X _____________________
                    (address)             (address)
  Bakersfield, CA  93389-1164             Taft, CA  93268	

Phone  (661)  326-5279____________________Phone (661) 769-2358	__________

By_______________________		             By _______________________
    (signature)       (date)                 (signature)    (date)

   D. E. Gunderson,  Agent                 Lonnie Kerley,   Agent	
    (printed name) (title)                (printed name)    (title)

OG30A (3/98)

                   

                          SCHEDULE "19(b)"
                                to
                   PURCHASE AND SALE AGREEMENT
                             between
            AERA ENERGY LLC AND BERRY PETROLEUM COMPANY


                        SUSPENSE ITEMS



See attached.  


REV269.WELL                     ARCO WESTERN ENERGY (FOR AERA)
BEGINNING SALE DATE: 01/01/71   COMPLETE SUSPENSE REVIEW BY WELL
ENDING SALE DALE: 12/31/98



WELL/OWNER                       QUAN    GROSS    COMP     NET     
                                              
WELL: 001901 Gordon Peggy Moore

Owner:  1328 Bruce Wood
     Product Total               0.00
     Product Total 0             0.00      0.00   0.00     0.00
   Owner Total                   0.00      0.00   0.00     0.00

Owner:  1503 Clementine August
     Product Total 0           126.88-  1702.61-  0.00  1702.61-
   Owner Total                 126.88-  1702.61-  0.00  1702.61-

Owner: 3749 William G &
 Esther F Newlon
     Product Total 0             0.00      0.00   0.00     0.00
   Owner Total                   0.00      0.00   0.00     0.00
  Well Total                   126.88-  1702.61-  0.00  1702.61-

Well:  001902 King Peggy Moore

Owner:  1503 Clementine August
     Product Total 0             8.71-   121.27-  0.00   121.27-
   Owner Total                   8.71-   121.27-  0.00   121.27-

Owner:  3749 William G &
 Esther F Newlon
     Product Total 0             0.00      0.00   0.00     0.00
   Owner Total                   0.00      0.00   0.00     0.00
  Well Total                     8.71-   121.27-  0.00   121.27-

Well:  001904 Roy Kraft

Owner:  2926 Philip Jaffe
     Product Total 0             0.00      0.00  43.64    43.64-
   Owner Total                   0.00      0.00  43.64    43.64-

Owner:  3192 Scott Wallace
     Product Total 0           983.59  12766.82 481.49 12285.33
   Owner Total                 983.59  12766.82 481.49 12285.33
  Well Total                   983.59  12766.82 525.13 12241.69


Well:  001930 GPM/Kraft Line Wells
Owner:  3192 Scott Wallace
     Product Total 0            67.14    827.01   0.72   826.29
     Product Total NP            0.00      2.20   0.00     2.20
   Owner Total                  67.14    829.21   0.72   828.49

Owner:  3749 William G &
Esther F Newlon
     Product Total 0             0.00      0.00   0.00     0.00
   Owner Total                   0.00      0.00   0.00     0.00
  Well Total                    67.14    829.21   0.72   828.49

Well:  001931 GPM/ORWIG LINE WELLS

Owner:  3749 William G &
Esther F Newlon

Well:  001931 GPM/ORWIG LINE WELLS
     Product Total 0             0.00      0.00   0.00     0.00
   Owner Total                   0.00      0.00   0.00     0.00
  Well Total                     0.00      0.00   0.00     0.00

Well:  001934 Highway

Owner:  1094 Andrew G Kadar 
MD Medical Corp
     Product Total 0             6.70     85.03  27.70    57.33
   Owner Total                   6.70     85.03  27.70    57.33

Owner:  1213 Bank of CA &
Paul K Wallace
     Product Total 0           112.37   1384.21  20.49  1363.72
   Owner Total                 112.37   1384.21  20.49  1363.72

Owner:  1601 Daniel Francis 
Carey
     Product Total 0            38.72    477.50   7.08   470.42
   Owner Total                  38.72    477.50   7.08   470.42

Owner:  1720 E Mary Bourne
     Product Total 0            27.89    359.55   6.84   352.71
   Owner Total                  27.89    359.55   6.84   352.71

Owner:  1899 Gabrila Bagby
     Product Total 0          1024.70  12637.07 189.02 12448.05
   Owner Total                1024.70  12637.07 189.02 12448.05

Owner:  2059 Hattie Davis 
Hulbert
     Product Total 0           348.32   4295.47  64.31  4231.16
  Owner Total                  348.32   4295.47  64.31  4231.16

Owner:  2308 John Vernon McEvoy
     Product Total 0            12.89    103.51  24.97    78.54
  Owner Total                   12.89    103.51  24.97    78.54

Owner:  2334 Julia C Woods TRE
     Product Total 0            28.72-   396.01-  2.90   398.91-
  Owner Total                   28.72-   396.01-  2.90   398.91-

Owner:  2338 June E George
     Product Total 0          1177.42  15088.83 307.34 14781.49
  Owner Total                 1177.42  15088.83 307.34 14781.49

Owner:  2634 Michael Harold
Carey, Deceased
     Product Total 0           116.21   1432.22  21.20  1411.02
  Owner Total                  116.21   1432.22  21.20  1411.02

Owner:  2892 Patrick Thomas Carey
     Product Total 0             3.85     59.10   5.65    53.45
  Owner Total                    3.85     59.10   5.65    53.45

Owner: 2926 Philip Jaffe
     Product Total 0             0.00      0.00   8.34     8.34-
  Owner Total                    0.00      0.00   8.34     8.34-

Owner: 3041 Raymond B Goodrich
     Product Total 0           512.34   6318.49  94.54  6223.95 
  Owner Total                  512.34   6318.49  94.54  6223.95

Owner: 3073 Robert Eugene Carey
     Product Total 0             0.00      0.00   6.83     6.83-
  Owner Total                    0.00      0.00   6.83     6.83-

Owner: 3674 Walter I & Fayetta
Bones Tres
     Product Total 0          1024.89  12639.04 189.13 12449.91
  Owner Total                 1024.89  12639.04 189.13 12449.91

Owner: 3761 William C Hauber
     Product Total 0           310.20   4001.82  75.94  3925.88
  Owner Total                  310.20   4001.82  75.94  3925.88

Owner: 4007 JMT Oil Inc
     Product Total 0        1071.97  13210.58  195.40  13015.18
  Owner Total               1071.97  13210.58  195.40  13015.18
 Well Total                 5759.75  71696.41 1247.68  70448.73

Well:  001991 ARCO NORTH
PLACERITA WELL #007

Owner: 1757 Elizabeth Chandler
     Product Total 0           0.18-     3.33-   0.00      3.33-
  Owner Total                  0.18-     3.33-   0.00      3.33-

Owner: 1888 Frederic J Bemis
     Product Total 0           0.18-     3.33-   0.00      3.33-
  Owner Total                  0.18-     3.33-   0.00      3.33-

Owner:  2047 Harrison E Bemis
     Product Total 0           1.59-    28.28-   0.00     28.28-
  Owner Total                  1.59-    28.28-   0.00     28.28-

Owner: 2244 Jeanette S Dronsky
     Product Total 0           1.59-    28.28-   0.00     28.28-
  Owner Total                  1.59-    28.28-   0.00     28.28-

Owner: 2889 Patricia Warner
     Product Total 0           0.18-     3.33-   0.00      3.33-
  Owner Total                  0.18-     3.33-   0.00      3.33-

Owner: 3101 Roger Moore
     Product Total 0           3.61-    64.52-   0.00     64.52-
  Owner Total                  3.61-    64.52-   0.00     64.52-

Owner:  4834 UNIV SO CA

Well:  001991 ARCO NORTH
PLACERITA WELL #007
     Product Total 0           3.90-    69.91-   0.00     69.91-
  Owner Total                  3.90-    69.91-   0.00     69.91-

Owner: 5296 Shirley Phillips
     Product Total 0           3.61-    64.52-   0.00     64.52-
  Owner Total                  3.61-    64.52-   0.00     64.52-
 Well Total                   14.84-   265.50-   0.00    265.50-
Company Total               6660.05  83203.06 1773.53  81429.53

Grand Total                 6660.05  83203.06 1773.53  81429.53







                        NEWHALL PHASE I
 

                     SCE STANDARD AGREEMENT 

                       FIRM POWER PURCHASE 


                    POWER PURCHASE AGREEMENT 

                            BETWEEN 

                      TENNECO OIL COMPANY 

                              AND 

              SOUTHERN CALIFORNIA EDISON COMPANY 

                      DECEMBER 10, 1985 
 


DOCUMENT NO. 3098H 
EFFECTIVE DATE 
FEBRUARY 14, 1983 
REVISED: May 4, 1984 


                        NEWHALL PHASE I

                       TABLE OF CONTENTS

SECTION               TITLE                                  PAGE 

        PART I:   GENERAL TERMS AND CONDITIONS 

1                 PARTIES                                      1

2                 RECITALS                                     1

3                 OPERATING OPTIONS                            2

4                 DEFINITIONS                                  5

5                 TERM AND TERMINATION                        11

6                 OWNERSHIP AND CONTROL OF                    15
                    GENERATING FACILITY  

7                 DESIGN AND CONSTRUCTION                     15
                    OF GENERATING FACILITY 

8                OPERATION OF GENERATION                      18
                   FACILITY 

9                DISCLAIMER                                   22

10               METERING                                     23

11               AVAILABILITY                                 25

12               BILLING                                      26

13               PROPERTY AND LAND RIGHTS                     27

14               TAXES                                        28

15               LIABILITY                                    29

16               INSURANCE                                    31

17               UNCONTROLLABLE FORCES                        33

18               NOTICES                                      35


19               NONDEDICATION OF FACILITIES                  36

20               PREVIOUS COMMUNICATIONS                      36



 
Page i

                     NEWHALL PHASE I
TABLE OF CONTENTS (Cont'd) 
SECTION                TITLE                                 PAGE 

21               NONWAIVER                                    37 

22               SUCCESSORS & ASSIGNS                         37

23               EFFECT OF SECTION HEADINGS                   38 

24               GOVERNING LAW                                38 

               PART II: INTERCONNECTION FACILITIES 

1                INTERCONNECTION FACILITIES DESIGN            39

2                OWNERSHIP AND OPERATION OF                   40
                   INTERCONNECTION FACILITIES 

               PART III: PURCHASE AND PAYMENT PROVISIONS 

1                POWER PURCHASE AND SALE                      42

2                PROCEDURE FOR MONTHLY PAYMENT                44

               PART IV: AGREEMENT AND SIGNATURE 

1                AGREEMENT AND SIGNATURE                      46


               APPENDICES 

APPENDIX A.1 - Interconnection Facilities - Added Facilities Basis 
                                       (Added by Amendment No. 2, 6/15/87)

APPENDIX A-3 - Firm Power Purchase (Added 8/25/86 by Amendment No. 1)

APPENDIX B.1 - Energy Purchase Provision 

APPENDIX B.2 - Firm Power Purchase Provision 

APPENDIX C - Tariff Schedule TOU-8 Rule 21. 

APPENDIX D - Qualifying Facility Milestone Procedure

Document No. 3098H 

Page ii


                          NEWHALL PHASE I

1.  PARTIES 

The Parties to this Agreement are Tenneco Oil Company, a Delaware corporation, 
hereinafter referred to as "Seller", and Southern California Edison Company, 
a California corporation, hereinafter referred to as 'Edison', individually 
'Party' , collectively "Parties".

2.  RECITALS 

2.1   Seller desires to construct, own, Operate and Control a 21,760 kW 
Generating Facility at Seller's Facility located at SW 1/4, Section 31, T4N, 
R15W, Los Angeles County, California, and sell 19,600 kw of Contract Capacity 
to Edison with an expected Firm Operation date of July 1, 1988, for a 
Contract Term of 19 years. 

Seller's Generating Facility is a (check one): 
(x)   Cogeneration Facility 
( )   Small Power Production Facility 

Seller shall commence construction of the Generating Facility on November 
1, 1987. 

2.2   (Options II and III pursuant to Section 3 below) 

Seller desires to purchase from Edison, under the provisions of this 
Agreement and pursuant to Edison's tariffs filed with the Commission, that 
portion of the electrical requirements of Seller's Facility which are not 
supplied by the Generating 

Page 1 of 46




Facility and which do not exceed the capability of Edison's facilities 
installed at Seller's Facility. 

2.3   Edison desires to purchase the Contract Capacity and Energy made 
available by Seller to Edison from Seller's Generating Facility. Edison 
desires that this source of electric power be as reliable as reasonably 
possible. 

2.4   The Parties desire, by this Agreement, to establish the terms, 
conditions, and obligations pursuant to which.they can accomplish 
the above desires and needs. 

2.5   Seller's Generating Facility is a Qualifying Facility. 

3.   OPERATING OPTIONS 

3.1   Seller elects to Operate its Generating Facility in parallel with 
Edison's Electric System in accordance with the following option (check one): 

  ( ) Option I: Dedication of the entire Generator output to Edison with 
no electrical service required from Edison. 

  ( ) Option II: Dedication of the entire Generator output to Edison with 
electrical service required from Edison. 


Page 2 of 46


  (X) Option III: Dedication to Edison of only the portion of the Generating 
Facility output in excess of Seller's electrical requirements. 

3.2   The Generating Facility will deliver electricity to Edison at a 
nominal 66,000 volts. 

3.3   (Option III pursuant to this Section 3) Seller plans to use as much of 
the electrical energy produced by the Generating Facility to serve the 
electrical requirements of Seller's Facility as is practicable. Seller's 
expected maximum electrical requirement is approximately 1,000 kW. 

3.4   (Small hydro projects only) The Contract Capacity in Section 2.1 
shall be based on the average of the five (5) lowest years of stream flow 
taken from a study covering a minimum 50 years of continuous data. 
(A shorter period may be mutually determined agreed to if data 
for a 50-year period is not obtainable.) 

3.5   Seller may change its operating option as indicated in Section 3.1, 
and its tariff schedule pursuant to Section 12, not more than once 
per year upon at least ninety (90) days prior notice to Edison. 

3.5.1  If the change of operating option results in a reduction of 
Contract Capacity, the provisions in Section 5 shall apply. 

Page 3 of 46

3.5.2   Edison shall process requests for changes of operating option 
in the chronological order received. 

3.5.3   Edison shall not be required to remove or reserve capacity of 
interconnection Facilities made idle by Seller's change of operation option 
and may dedicate such idle facilities at any time to serve other customers or 
to interconnnect with other electric power sources. 

3.5.4   When the Seller wishes to reserve Interconnection Facilities paid for 
by the Seller but idled by a change in operation option, Edison shall impose a 
special facilities charge related to the operation and maintenance of the 
Interconnection Facility. When the Seller no longer needs said facilities for 
which it has paid, the Seller shall receive credit for the net salvage value of 
the Interconnection Facilities dedicated to Edison's use.  If Edison is, able to
make use of these facilities to serve other customers, the Seller shall receive 
the fair market value of the facilities determined as of the date the Seller 
either decides no longer 

page 4 of 46



to use said Facilities or fails to pay the required maintenance fee.

4. DEFINITIONS

When used with initial capitalizations, whether in the singular or 
plural, shall have the following meanings:

4.1   Adjusted Capacity_Price: The $/kW-yr capacity purchase 
price based on the Capacity Payment Schedule for the time period 
beginning on the date of Firm Operation and ending on the date of
termination or reduction of Contract Capacity.

4.2   Agreement:  This document, including the appendices attached
herein, as amended from time to time.

4.3   Capacity Payment Schedule: Published capacity schedule table 
as authorized by the CPUC. 

4.4   Cogeneration Facility: The facility and equipment which sequentially 
generate thermal and electrical energy as defined in Title 18, Code of Federal
Regulations (CFR), Section 292.202.

4.5   Commission or CPUC: The Public Utilities Commission of the 
State of California.

4.6   Contract Capacity: That portion of the Generating Facility electric 
power producing capability which is dedicated Edison.


Page 5 of 46


4.7   Contract Capacity Price:   The $kW-yr capacity purchase price 
from the Capacity Payment Schedule for the Contract Term and date 
of Firm Operation. 

4.8   Contract Term: Length of Agreement in years, beginning from 
the date of Firm Operation. 

4.9   Control:  To establish the electrical output of the Generating 
Facility through dispatching procedures including shutdown and startup. 

4.10   Current Contract Capacity Price:  The $/kW-year
capacity price from the Capacity Payment Schedule 
in effect at the time the termination notice is received by 
Edison for a term equal to the number of years from the date 
of termination or reduction of Contract Capacity to the end 
of the Contract Term. 

4.11   Edison Electric System Integrity:  Operation of 
Edison's electric system in a manner which 
minimizes risks of injury to persons and/or 
property and enables Edison to provide adequate and 
reliable electric service to its customers. 

4.12   Emergency: A condition or situation which in 
Edison's sole judgment affects Edison's ability to 
maintain safe, adequate, and continuous electrical 
service. 


Page 6 of 46


4.13   Energy:  Kilowatthours generated by Seller's Generating Facility which 
are purchased by Edison at the Point of Interconnection. 

4.14   Firm Operation: The date mutually agreed upon between the Parties on 
which each generating unit of Seller's Generating Facility is determined to be 
a reliable source of generation and on which such unit can be reasonably 
expected to operate continuously at its effective rating (expressed in kw). 

4.15   Forced Outage: Any outage resulting from a design defect, inadequate 
construction, operator error or electrical or mechanical equipment breakdown 
that fully or partially curtails the electrical output of the Generating 
Facility. 

4.16   Generating Facility:  All of Seller's generators, together with all 
protective and other associated equipment and improvements, necessary 
to produce electrical energy at Seller's Facility excluding associated land, 
land rights or interests in land. 

 4.17   Generator:  The generators and associated prime mover(s), which 
are a part of the Generating Facility. 

4.18   Interconnection Facilities:  Those protection, metering, electric 
line(s), and other facilities


Page 7 of 46


required in the opinion of Edison, to permit an electrical interface 
between Edison and Seller.

4.19   Interconnection Facilities Contract:   That document which is attached 
hereto in Part II, Appendix A.2 and by this reference is incorporated herein 
and made a part hereof.

4.20   KVAR: Reactive kilovolt-ampere, a unit of measure of reactive power.

4.21   Operate. To provide the engineering, purchasing, repair, supervision, 
training, inspection, testing, protection, operation, use, management, 
replacement, retirement, reconstruction,.and maintenance of and for the 
Generating Facility in accordance with applicable utility standards and 
good engineering practices.

4.22   Operating Representatives:   Individual(s) appointed by each Party for 
the purpose of securing effective, cooperation and interchange of information 
between the Parties in connection with administration and technical matters 
related to this Agreement. 

4.23   Peak Months:. Those months which the Edison annual system peak 
demand could occur. Currently, but, subject to change with notice, the peak 
months for the Edison system are June, July, August, and September.


Page 8 of 46



4.24   Point of-Interconnection:   The point where the transfer of electrical 
energy between Edison and  Seller takes place.

4.25   Project:  The Generating Facility, Interconnection Facilities 
and metering equipment required to permit operation of Seller's 
Generator in parallel with Edison's electric system. 

4.26   Protective Apparatus: That equipment and apparatus installed by Seller 
and/or Edison pursuant to Section 7.4, Part 1, and Section 1.1, Part II.

4.27   Qualifying Facility: Cogeneration or Small Power Production Facility
which meets the criteria as defined in Title 18, Code of Federal Regulations 
(CFR), Section 292.201 through 292.207.

4.28   Seller's Facility:  The premises and equipment of Seller located as 
specified in Section 2.1.

4.29   Small Power Production Facility:  The facilities and equipment 
which use biomass, waste or renewable resources, including wind, 
solar and water to produce electrical energy as defined in Title 18,
Code of Federal Regulations (CFR), Section 292.201 through 292.207.

4.30   Standby Demand: Seller's electrical load requirement that 
Edison is expected to serve when Seller's Generating Facilitv 
is not available. 


Page 9 of 46

 
4.31   Summer Period: Defined in Edison's Tariff Schedule No. TOU-8 
as now in effect or as may hereafter be authorized by the Commission 
to be revised.

4.32   Tariff Schedule No. TOU-8:  Edison's time-of-use energy tariff 
for electric service exceeding 500 kW, as now in effect or as may 
hereafter be authorized by the Commission to be revised.

4.33   Uncontrollable Forces:  Any occurrence beyond the control 
of a Party which causes that Party to be unable to perform its obligations 
hereunder and which a Party has been unable to overcome by the exercise 
of due diligence, including but not limited to flood, drought, earthquake, 
storm, fire, pestilence, lightning and other natural catastrophes, epidemic, 
war, riot, civil disturbance or disobedience, strike, labor dispute, 
action or inaction of legislative, judicial or regulatory agencies, 
or other proper authority, which may conflict with the terms of this
Agreement, or failure, threat of failure or sabotage of facilities which 
have been maintained in accordance with good engineering and operating
practices in California.


4.34   Winter Period:  Defined in Edison's Tariff Schedule 
No. TOU-8 as now in effect or as may hereafter be authorized by 
the Commission to be revised.


Page 10 of 46






5.   TERMS AND TERMINATION 

5.1   This Agreement shall be binding upon execution and remain in effect 
for the Contract Term provided that it shall terminate if Firm operation 
does not occur within 5 years of the date specified in Section 1.2, Part IV.

5.2   This Agreement may remain in effect beyond the expiration of the 
Contract Term; except that, beyond the expiration of the Contract 
Term, either Party may terminate this Agreement, with or without 
cause, at any time, upon 90 days prior written notice. 

5.3   General Provisions - Termination

5.3.1   This section shall apply if there is a contract termination 
or reduction in Contract Capacity. The parties agree that the amount 
which Edison pays Seller for the Contract Capacity which Seller makes 
available to Edison is based on the agreed value of Seller's performance of 
his obligations to provide capacity during the full Contract Term. 

5.3.2    The Parties agree that the refund and payments provided in Sections 
5.4 and 5.5 represent a fair compensation for the reasonable losses that 
would result from 

Page 11 of 46



such termination or reduction of Contract Capacity. 

5.3.3   In the event of a reduction in Contract Capacity the quantity, 
in kW, by which the Contract Capacity is reduced shall be used to 
calculate the refunds and payments due Edison in accordance with 
Sections 5.4 and 5.5, as applicable. 

5.3.4   Edison shall provide invoices to Seller for all refunds and 
payments due Edison under this section which shall be due 
within 60 days. 

5.3.5   If Seller does not make payments as required in 
Section 5.3.4, Edison shall have the right to offset any amounts due 
it against any present or future payments due Seller. 

5.3.6   Notices of Termination shall be made in accordance with 
Section 18, Part I of the contract. 

5.4   Termination with Prescribed Notice 

5.4.1   Seller may terminate this entire Agreement or reduce the 
Contract Capacity, provided that Seller gives Edison prior written 
notice for a period determined by the 


Page 12 of 46


amount of Contract Capacity terminated or reduced:

    AMOUNT OF CONTRACT 
   CAPACITY TERMINATED                                  LENGTH OF 
      OR REDUCED                                      NOTICE REQUIRED 
  25,000 kW or under                                     12 months 
  25,001 - 50,000 kW                                     36 months 
  50,001 - 100,000 kW                                    48 months 
  over 100,000 kW                                        60 months 

5.4.2   Upon termination or reduction in Contract Capacity, Seller shall 
refund to Edison with interest at the current published Federal Reserve 
Board three (3) months prime commercial paper rate an amount 
equal to the difference between (a) the accumulated capacity payments 
already paid by Edison up to the time the termination notice is 
received and based on the original Contract Term and;  b) the total 
capacity payments which Edison would have paid based on the 
period of Seller's actual performance using the Adjusted 
Capacity Price. 
 
5.4.3   From the date the termination notice is received to the date 
of actual termination Edison shall make capacity payments based 
on the Adjusted Capacity Price for the 


Page 13 of 46


amount of Contract Capacity being terminated. 

5.4.4   Edison shall continue to pay for the amount of Contract 
Capacity not being terminated, if any, at the original 
Contract, Capacity Price. 

5.5   Termination Without Prescribed Notice 

5.5.1   If Seller terminates this Agreement or reduces the 
Contract Capacity thereof, without the notice prescribed, the 
provisions in Section 5.4 will all apply. 
Additionally, 

5.5.2   Seller shall pay Edison an amount equal to: 
(1) the amount of Contract Capacity being terminated, times 
(2) the difference between the Current Contract Capacity 
Price and the Contract Capacity Price, times (3) the number 
of years and fractions thereof (not less than 1 year) 
by which the Seller has been deficient in giving prescribed notice. 
In the event that the Current Capacity Price is less than the 
Contract Capacity Price no payment under this Section 5.5.2 shall be 
due either Party. 


Page 14 of 46


5.6   Examples of Termination

   5.6.1   Examples of Termination calculations are given in Appendix B.2.

6.  OWNERSHIP AND CONTROL OF GENERATING FACILITY 

6.1   The Generating Facility shall be owned by Seller. 

6.2   Seller shall Control the Generating Facility; 
except that Seller shall, at any time, if requestd 
by Edison to facilitate maintenance of Edison 
facilities, during periods of Emergency or to 
maintain Edison Electric System Integrity: 
(i) Disconnect the Generator from the Edison 
electric system, or (ii) reduce the electrical output 
of the Generator to the level of the 
Seller's total electrical requirement (applicable 
only to Sellers electing Operating Options I or III 
under Section 3.1). Each party shall endeavor to 
correct, within a reasonable period, the conditions 
on its system which necessitate the disconnect 
obligation or reduction of output.   The disconnect
obligation or reduction of electrical output shall 
be limited to the period of time such a condition 
exists. 

DESIGN AND CONSTRUCTION OF GENERATING FACILITY 

Seller, at no cost to Edison, shall acquire all permits and 
approvals, and complete or have completed all environmental
impact studies


Page 15 of 46


necessary for the construction, and maintenance of the Project.

7.2   Edison shall have the right to review the electrical drawings 
pertaining to the design of the Generating Facility and Seller's 
Interconnection Facilities. Such review may include, but not be
limited to, the Generator governor, excitation system, 
synchronizing equipment, protective relays and neutral grounding.
The Seller shall be notified in writing of the outcome of the Edison
review within 30 days of the receipt of all specifications for 
both the Generating Facility and the Interconnection Facilities. 
Any flaws perceived by Edison in the design shall be described
in Edison's written notice.

7.3   Edison shall have the right to require modifications to the design
as it deems necessary for proper and safe operation of the Project when
in parallel with the Edison electric system. 

7.4   Seller shall furnish, install, operate and maintain 
in good order and repair and without cost to 
Edison, the relays, meters power circuit 
breakers synchronizer and other control and Seller
Protective Apparatus as shall be agreed to by the Parties 
pursuant to Section 7.2 and 7.3 as being 


Page 16 of 46

 

necessary for proper and safe operation of the 
Project in parallel with Edison's electric system.

7.5   Future changes on the Edison electric system and/or 
Seller's system may require modification of the 
design of Seller's Generating Facility or the 
Interconnection Facilities.  Any such modification, 
whether proposed by Edison or Seller shall be 
subject to the provisions of this Section 7.

7.6   (If applicable) Seller shall provide power factor 
correction capacitors for each induction generating 
unit of the Generating Facility. Such capacitors
shall be switched off and on simultaneously with 
said unit. The KVAR rating of such capacitors
shall be the highest standard value which will not 
exceed said unit's no-load KVAR requirement. 

7.7   (Applicable to Wind Parks Only) Seller shall not
locate any part of a wind-driven generating unit of 
the Generating Facility within three (3) rotor
blade diameters of any planned or existing electric 
utility 33 kV, 66 kV, 220 kV or 500 kV transmission  
line right of way or of any such line right of way for
which application has been made to a regulatory authority.

7.8   Edison shall have the right to monitor the 
construction, start-up, operation, and maintenance 


Page 17 of 46


of the Project and have the right to consult with and make 
recommendations to Seller. 

7.9   Edison shall have the right to review the construction 
schedule. Seller shall notify Edison, at least one year in advance 
of Firm Operation, of changes in this schedule which affect the 
Firm Operation, whenever possible. 

8.   OPERATION OF GENERATING FACILITY 

Seller shall Operate the Generating Facility, subject to 
the following provisions: 

8.1   The Generating Facility and Seller Protective Apparatus 
shall be Operated and maintained in accordance with applicable 
utility industry standards and good engineering practices with 
respect to synchronizing, voltage and reactive power control. 

8.2   The Generating Facility shall be operated with all 
of Seller's Protective Apparatus in service whenever the 
Generator is connected to or is operated in parallel with the 
Edison electric system. Any deviation for brief periods of 
emergency or maintenance shall only be by mutual agreement. 

8.3   Seller shall operate and maintain the Project in a 
prudent manner which will produce maximum Energy to 
the extent that conditions permit.

Page 18 of 46


8.4   Each Party shall keep the other Party's Operating 
Representative informed as to the operating schedule 
of their respective facilities affecting each other's 
operation hereunder, including any reduction in Contract 
Capacity availability related to this Agreement. 
In addition, Seller shall provide Edison with reasonable 
advance notice regarding its scheduled outages including any 
reduction in Contract Capacity availability. 
Reasonable advance notice is as follows: 

     SCHEDULED OUTAGE                                   ADVANCE NOTICE
    EXPECTED DURATION                                     TO EDISON

  Less than one day                                        24 Hours
  One day or more                                           1  Week
   (except major overhaul)
  Major overhaul                                            6  Months


8.5   Notification by each Party's Operating Representative of 
outage date and duration should be directed to the other Party's 
Operating Representative by telephone. 

8.6   Seller shall not schedule major overhauls during Peak Months. 

8.7   Seller shall Make reasonable efforts to schedule routine
maintenance outside the Peak Months but in no event shall 
outages for scheduled maintenance exceed 30 peak 
hours during the Peak Months. 

8.8   Seller shall maintain an operating log at Seller's 
Facility with records of:  real and reactive power


Page 19 of 46


production, changes in operating status, outages, 
Protective Apparatus operation's and any unusual 
conditions found during inspections.  For Generators 
which are 'block-loaded' to a specific kW capacity, 
changes in this setting shall also be logged.  In addition, 
Seller shall maintain records applicable to the Generating 
Facility, including the electrical characteristics of the 
Generator and settings or adjustments of the Generator control 
equipment and protective devices. Such information 
shall be available to Edison upon request and copies of such 
operating log and records shall be provided, if requested, to 
Edison within thirty (30) days of Edison's request.

8.9   If, at any time, Edison has reason to doubt the 
integrity of any of Seller's Protective Apparatus 
and suspect's that such loss of integrity would be 
hazardous to the Edison Electric System Integrity, 
Seller shall demonstrate, to Edison's satisfaction, 
the correct calibration and operation of the 
equipment in question. 

8.10   Seller shall test all protective devices specified 
in Section 7.4 with qualified personnel at intervals not 
to exceed four (4) years. 

8.11   Seller shall notify Edison at least fourteen (14) 
calendar days prior to:  (1) the initial parallel


Page 20 of 46


operation of each of Seller's Generators; (2) the 
initial testing of Seller's Protective Apparatus.  Edison 
shall have the right to have a representative present 
at such times. 

8.12   Seller shall, to the extent possible provide reactive 
power for its own requirements and where applicable the 
reactive power losses of interfacing transformers. 
reactive power to Edison unless otherwise agreed 
upon between the Parties. 

8.13   The Seller warrants that the Generating Facility 
meets the requirements of a Qualifying Facility as 
Seller shall not deliver excess of the effective date 
of this Agreement and continuing through the 
Contract Term. 

8.14   The Seller warrants that the Generating Facility 
shall at all times conform to all applicable laws 
and regulations. Seller shall obtain and maintain any 
governmental authorizations and permits for the 
continued operation of the Generating Facility.  If
at any time Seller does not hold such authorization 
and permits, Seller agrees to reimburse Edison for 
any loss which Edison incurs as a result of the 
Seller's failure to maintain governmental 
authorization and permits. 

8.15   At Edison's request Seller shall make all 
reasonable effort to deliver power at an average

Page 21 of 46




rate of delivery at least equal to the Contract Capacity during 
periods of Emergency.  In the event that the Seller has 
previously scheduled an outage coincident with an 
Emergency, Seller shall make all reasonable efforts to 
reschedule the outage. The notification periods listed 
in Section 8.4 shall be waived by Edison if Seller 
reschedules the outage.

DISCLAIMER

Any review by Edison of the design, construction, 
operation, or maintenance of the Project is solely for 
the information of Edison.  By making such review, Edison 
makes no representation as to the economic and technical 
feasibility, operational capability, or reliability of the Project. 
Seller shall in no way represent to any third party that any such 
review by Edison of the Project, including but not limited to, 
any review of the design, construction, operation, or maintenance 
of the Project by Edison is a representation by Edison as to the 
economic and technical feasibility, operational capability, or 
reliability of said facilities. Seller is solely responsible for 
economic and technical feasibility, operational capability, 
or reliability thereof.  Edison shall not be liable to Seller for, and 
Seller shall defend and indemnify Edison from, any claim, 
cost, loss, damage, or liability arising from any contrary 
representation concerning the effect of Edison's 


Page 22 of 46


review of the design, construction, operation, or 
maintenance of the Project. 

10.   METERING
10.1   Edison shall provide, own and maintain at the Seller's 
expense all necessary meters and associated equipment to 
be utilized for the measurement of Energy and Contract 
Capacity for determining Edison's payments to Seller 
pursuant to this Agreement. 

10.2   The metering equipment used for metering the Energy
sold to Edison shall at Seller's option be located 
(Check one): 

    ( )  a.  on Edison's side of the Interconnection Facilities, or 

    (x)  b.  on the Seller's side of the Interconnection
Facilities.  A loss compensation factor agreed to by the 
Seller and Edison shall be applied. At the written request of the 
Seller, and at Seller's sole expense, Edison shall measure actual 
transformer losses.  If the actual measured value differs 
from the agreed-upon loss compensation factor, 
the actual value shall be applied prospectively. 

10.3   If meters are placed on Edison's side of the 
Interconnection Facilities, service shall be 


Page 23 of 46

provided at the available transformer high-side voltage.

10.4   (Options II and III pursuant to Section 3)  
Edison shall provide, own and maintain at its expense all 
necessary meters and associated equipment to be utilized 
for billing Seller if Edison provides electric service to Seller. 

10.5   For purposes of monitoring the Generator operation 
and the determination of standby charges, Edison shall have 
the right to require at Seller's expense installation of 
generation metering.  Edison may also require the 
installation of telemetering equipment at Seller's 
expense for Generating Facilities equal to or greater 
than 10 MW.  Edison may require the installation 
of telemetering equipment at Edison's expense for 
Generating Facilities less than 10 MW. 

10.6   Seller shall provide, at no expense to Edison, 
a suitable location for all meters and associated 
equipment referred to in this Section 10. 

10.7   Edison shall install a ratchet device on (i) the 
meter(s) recording energy provided by Edison (if applicable), 
(ii) the meter(s) recording reactive demand imposed 
on the Edison electric system, and (iii) the meter(s) 
recording Energy sold to Edison, to prevent their 
reverse operation. 


Page 24 of 46


10.8   Edison's meters shall be sealed and the seals shall 
be broken only when the meters are to be inspected, 
tested, or adjusted by Edison. Seller shall be given 
reasonable notice of testing and have the right to 
have its representative present on such occasions. 

10.9   Edison's meters installed pursuant to this 
Agreement shall be tested by Edison, at Edison's 
expense, at least once each year and at any 
reasonable time upon request by either Party, at 
the requesting Party's expense.  If Seller makes 
such request, Seller shall reimburse said expense 
to Edison within thirty (30) days after presentation 
of a bill therefore. 

10.10   Metering equipment found to be inaccurate shall be 
repaired, adjusted, or replaced by Edison such that the 
metering accuracy of said equipment shall be within two 
percent (2%). If metering equipment inaccuracy exceeds two 
percent (2%), the correct amount of Energy delivered during 
the period of said inaccuracy shall be estimated by Edison and 
agreed upon by the Parties. 

AVAILABILITY 

11.1   Outages:  Seller shall make all reasonable efforts 
to limit the outages of the Generating Facility:


Page 25 of 46


11.2   Periodic Demonstration:

11.2.1   Edison shall have the right to require 
the availability of the Generating Facility at least 
once per year. 

11.2.2   The demonstration shall be conducted at a 
time and under procedures mutually agreed upon by
the Parties.  Demonstration shall be at Seller's expense.

11.2.3   Seller shall demonstrate the ability of
the Generating Facility to produce Contract 
Capacity for a mutually agreed period of time.

12.1   (Option III pursuant to Section 3.1, Part I) 
Standby electric service shall be provided pursuant 
to a separate Agreement under terms and conditions 
of Edison's tariff schedule as now in effect or as 
may hereafter be authorized by the Commission to be 
revised. 

12.2   (Options II and III pursuant to Section 3.1, Part I) 
Electric service shall be provided pursuant 
to separate Agreement under terms, conditions and 
rates of Edison's tariff schedule as now in effect or 
as may hereafter be authorized by the Commission
to be revised. 


Page 26 of 46


12.3   Monthly charges associated with Interconnection Facilities 
shall be billed pursuant to the Interconnection Facilities Contract. 

12.4   Edison shall commence billing Seller for electric service 
rendered pursuant to the applicable schedule referred to in this 
Section on the date that the Point of Interconnection is energized. 

13.   PROPERTY AND LAND RIGHTS 

13.1   Edison shall, as it deems necessary or desirable, 
build electric lines, facilities and other 
equipment, both overhead and underground, on and 
off Seller's Facility, for the purpose of effecting 
the arrangements contemplated in this Agreement 
after satisfaction of the requirements of Sections 
13.2 and 13.3.  The physical location of such 
electrical line, facilities and other equipment on 
Seller's Facility shall be determined by agreement 
of the Parties. 

13.2   Seller shall reimburse Edison for the cost of 
acquiring any property rights off Seller's Facility 
which are required by Edison to meet its 
obligations to Seller under this Agreement. 

13.3   Seller shall grant to Edison, without cost to 
Edison, and by a mutually acceptable instrument of 
conveyance, the following: 


Page 27 of 46


13.3.1   Rights of way, easements and other property 
interests necessary to construct, reconstruct, use, 
maintain, alter, add to, enlarge, repair, replace, 
inspect and remove at any time, the electric 
lines, facilities or other equipment, both
overhead and underground, which is 
required by Edison to effect the 
arrangements contemplated in this Agreement

13.3.2   The rights of ingress and egress at all 
reasonable times necessary for Edison to
perform any one or more of the activities
contemplated in this Agreement.

13.4   The electric lines, facilities, or other equipment 
referred to in this Section 13 installed by Edison 
on or off Seller's Facility shall be and remain the 
property of Edison.

13.5   Edison shall have no obligation to Seller for any
delay or cancellation due to inability to acquire a
satisfactory right of way.

14.   TAXES
 
14.1   Ad valorem taxes and other taxes properly 
attributed to the Seller's Facility shall be paid by Seller.  
If such taxes are assessed or levied against Edison, 
Seller shall pay Edison the amount 


Page 28 of 46


of such assessment or levy within thirty (30) days
of presentation of documentation thereof. 

14.2   The Parties shall provide information concerning 
the Project to any requesting taxing authority. 

15.   LIABILITY

15.1   Each Party (First Party) releases the other Party 
(Second Party), its directors, officers, employees 
and agents from any loss, damage, claim, cost, 
charge, or expense of any kind or nature (including
any direct, indirect or consequential loss, damage
claim, cost, charge, or expense) including 
attorney's fees and other cost of litigation 
incurred by the First Party in connection with 
damage to property of the First Party caused by or
arising out of the Second Party's construction, 
engineering, repair, supervision, inspection, 
testing, protection, operation, maintenance, 
replacement, reconstruction, use or ownership of 
its facilities, to the extent that such loss, damage, 
claim, cost, charge, or expense is caused 
by the negligence of Second Party, its directors, 
officers, employees, agents, or any person or 
entity whose negligence would be imputed to 
Second Party. 

15.2   Each Party shall indemnify and hold harmless,
the, other Party, its directors, officers, and employees

Page 29 of 46


or Agents from and against any loss, damage, claim, 
cost, charge, (including direct, indirect or 
consequential loss, damage, claim, cost, charge, or 
expense), including attorney's fees and other costs 
of litigation incurred by the other Party in 
connection with the injury to or death of any 
person or damage to property of a third party 
arising out of the indemnifying Party's 
construction, engineering, repair, supervision, 
inspection, testing, protection, operation, 
maintenance, replacement, reconstruction, 
use, or ownership of its facilities, to the extent that 
such loss, damage, claim, cost, charge, or expense 
is caused by the negligence of the indemnifying 
Party, its directors, officers, employees, agents, 
or any person or entity whose negligence would be 
imputed to the indemnifying Party; provided, 
however, that each Party shall be solely responsible 
for and shall bear all cost of claims brought by its 
contractors or its own employees and shall 
indemnify and hold harmless the other Party 
for any such costs including costs arising out of 
any workers compensation law. 

15.3   The provisions of this Section 15 shall not be 
construed so as to relieve any insurer of its
obligations to pay any insurance claims in


Page 30 of 46


accordance with the provisions of any valid 
insurance policy. 

15.4   Neither Party shall be indemnified under this 
Section 15 for its liability or loss resulting from 
sole negligence or willful misconduct. 

16.   INSURANCE

16.1   During the term of this Agreement, Seller shall 
obtain and maintain in force as hereinafter 
provided comprehensive general liability insurance, 
including contractual liability coverage, with a 
combined single limit of not less than 
$1,000,000 each occurrence for Generating 
Facilities 100 kW or greater; (ii) not less than
$500,000 for each occurrence for Generating 
Facilities between 20 kW and 100 kw; and (iii) not 
less than $100,000 for each occurrence for 
Generating Facilities less than 20 kW.   The
insurance carrier or carriers and form of policy 
shall be subject to review and approval by Edison. 

16.2   Prior to the date Seller's Generating Facility is 
first operated in parallel with Edison's electric 
system, Seller shall (i) furnish certificate of
insurance to Edison, which certificate shall 
provide that such insurance shall not be terminated
nor expire except on thirty (30) days prior written 
notice to Edison,  (ii) maintain such insurance in


Page 31 of 46


effect for so long as Seller's Generating Facility
is operated in parallel with Edison's electric system, and 
(iii) furnish to Edison an additional insured endorsement 
with respect to such insurance in substantially the 
following form: 

"In consideration of the premium charged, Southern California 
Edison Company ('Edison") is named as additional insured with 
respect to all liabilities arising out of Seller's use and ownership 
of Seller's Generating Facility." 

"The inclusion of more than one insured under this policy shall 
not operate to impair the rights of one insured against another 
insured and the coverages afforded by this policy will apply as 
though separate policies had been issued to each insured. The 
inclusion of more than one insured will not, however, operate 
to increase the limit of the carrier's liability. Edison will not, 
by reason of its inclusion under this policy, incur liability to 
the insurance carrier for payment of premium for this policy." 

"Any other insurance carried by Edison which may be 
applicable shall be deemed excess insurance and Seller's 
insurance primary for all purposes despite any conflicting 
provisions in Seller's policy to the contrary."

If the requirement of Section 16.2 (iii) prevents 
Seller from obtaining the insurance required in 
Section 16.1, then upon written notification by 
Seller to Edison, Section 16.2 (iii) shall be waived. 

16.3   The requirements of this Section 16.1 shall not 
apply to a Seller who is a self-insured.

Page 32 of 46


governmental agency with an established self-insurance. 

16.4   If Seller fails to comply with the provisions of this 
Section 16, Seller shall, at its own cost, defend, indemnify, 
and hold harmless Edison, its directors, officers, employees, 
agents, assigns, and successors in interest from and against 
any and all loss, damage, claim, cost, charge, or expense 
of any kind of nature (including direct, indirect or consequential 
loss, damage, claim, cost, charge, or expense, including 
attorney's fees and other costs of litigation) resulting 
from the death or injury to any person or damage to 
any property, including the personnel and property of 
Edison, to the extent that Edison would have been protected 
had Seller complied with all of the provisions of 
this Section 18. 

17.   UNCONTROLLABLE FORCES

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

17.2   If either Party because of an Uncontrollable Force 
is rendered wholly or partly unable to perform its


Page 33 of 46


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: 

(1)  the nonperforming Party, within two weeks 
     after the occurrence of the Uncontrollable Force, 
     gives the other Party written notice describing 
     the particulars of the occurrence, 

(2)  the suspension of performance is of no 
     greater scope and of no longer duration than is 
     required by-the Uncontrollable Force, 

(3)  the nonperforming Party uses its best efforts 
     to remedy 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), 


Page 34 of 46


(4)  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, and 

(5)  capacity payments during such periods of 
     Uncontrollable Force on Seller's part shall be 
     governed by Appendix B.2, Section 8.3. 

17.3   In the event that either Party's ability to perform 
cannot be corrected when the Uncontrollable Force 
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 the nonperformance. 
If a loss of Qualifying Facility status occurs due 
to an Uncontrollable Force and Seller fails to make 
the changes necessary to maintain its Qualifying 
Facility status, the Seller shall compensate Edison 
for any economic detriment incurred by Edison as a 
result of such failure. 

18.   NOTICES 

Except as otherwise specifically provided herein, any 
notice from one Party to the other, shall be given in,
writing and shall be deemed to be given as of the date 


Page 35 of 46


the same is enclosed in a sealed envelope, addressed to 
the other by certified first class mail, postage prepaid, 
and deposited in the United States Mail.  For the purposes 
of this Section 18, such notices shall be mailed to the 
following respective addresses or to such others as may 
be hereafter designated by either Party: 

Southern California Edison Company 
Post Office Box 800 
Rosemead, California 91770 
Attention: Secretary 

Tenneco Oil Company 
P.O. Box 9909 
Bakersfield, CA 93389 
Attention: Division Production Engineer 

19.   NONDEDICATION OF FACILITIES 
Neither Party, by this Agreement, dedicates any part of 
its facilities involved in this Project to the public or 
to the service provided under this Agreement, and such 
service shall cease upon termination of this Agreement. 

20.   PREVIOUS COMMUNICATIONS 

This Agreement contains the entire agreement and 
understanding between the Parties, their agents and 
employees as to the subject matter of this Agreement, and 
merges and supersedes all prior agreements, commitments, 
representations and discussions between the Parties. No Party 
shall be bound to any other obligations, conditions, or 
representations with respect to the subject matter of this Agreement. 


Page 36 of 46



21.   Nonwaiver
  
None of the provisions of this Agreement shall be considered 
waived by either Party except when such waiver 
is given in writing.  The failure of either Party to 
insist in any one or more instances upon strict 
performance of any of the provisions of this Agreement or
to take advantage of any of its rights hereunder shall 
not be construed as a waiver of any such provisions or
the relinquishment of any such rights for the future, but 
the same shall continue and remain in full force and effect.

22.   SUCCESSORS & ASSIGNS 
Neither Party shall voluntarily assign its rights nor 
delegate its duties under this Agreement, or any part of 
such rights or duties, without the written consent of the 
other Party, except in connection with the sale or merger 
of a substantial portion of its properties. Any such
assignment or delegation made without such written
consent shall be null and void.  Consent for assignment 
shall not be withheld unreasonably.  Such assignment
shall include, unless otherwise specified therein, all of
Seller's rights to any refunds which might become due 
under this Agreement. 


Page 37 of 46



23.   EFFECT OF SECTION HEADINGS 
Section headings appearing in this Agreement are intended 
for convenience only, and shall not be construed as 
interpretations of text. 

24.   GOVERNING LAW

This agreement shall be interpreted, governed and 
construed under the laws of the State of California or 
the United States as applicable as if executed and to 
be performed wholly within the State of California. 


Page 38 of 46

PART II: INTERCONNECTION FACILITIES 

1.   INTERCONNECTION FACILITIES DESIGN 

1.1   The Interconnection Facilities shall be designed, 
installed, operated and maintained at Seller's expense 
pursuant to the appendix indicated in Section 2, Part II. 
The design, installation, operation and maintenance of the 
Interconnection Facilities shall be in accordance with the 
terms and conditions of the elected appendix and Edison's 
Tariff Rule No. 21. 

1.2   The cost for the Interconnection Facilities set 
forth in the appendices specified in Section 2.3, 
Part II are estimates only for Seller's information 
and will be adjusted to reflect recorded costs after 
installation is complete; except thatl upon Seller's 
written request to Edison, Edison shall provide a 
binding estimate which shall be the basis for the 
Interconnection Facilities cost in the Interconnection 
Facilities Agreement executed by the Parties. 

1.3   Seller, at no cost to Edison, shall acquire all 
permits and approvals, and complete or have 
completed all environmental impact studies 
necessary for the construction, operation, and 
maintenance of the Interconnection Facilities. 



Page 39 of 46



2.   OWNERSHIP AND OPERATION OF INTERCONNECTION FACILITIES 

2.1   Seller shall not commence parallel operation of the Generating Facility 
until written approval for operation of the Interconnection Facility has been 
given by Edison. The Seller shall notify Edison at least forty-five days prior 
to the initial energizing of the Point of Interconnection.  Edison shall have 
the right to inspect the Interconnection Facilities within 30 days of receipt 
of such notice.  If the facilities do not pass Edison's inspection, Edison 
shall provide in writing the reasons for this failure within five days of 
the inspection. 

2.2   Edison shall own, operate and maintain the Interconnection 
Facility as provided below.


2.3   Seller elects (check appropriate Appendix): 

  ( )   Appendix A.1 - Interconnection Facilities - 

Added Facilities Basis (Edison designs, purchases, 
constructs, owns, operates and maintains Interconnection 
Facilities.  The Interconnection Facilities costs will 
then be charged to Seller on an added facilities 


Page 40 of 46



basis pursuant to Tariff Rule No. 2.H.)

   (x)   Appendix A.2 - Interconnection Facilities - 

Capital Contribution Basis (Seller provides capital prior 
to construction.  Edison designs, purchases and constructs 
the Interconnection Facilities.  Seller pays maintenance and 
operation Fees to Edison.)

   ( )   Appendix A.3 - Interconnection Facilities - 

Seller Owned and Operated Facility (Seller designs, 
purchases, constructs, owns, operates and maintains 
Interconnection Facilities and assumes additional 
and full responsibility therefore.)

2.4   The nature of the Interconnection Facilities and 
the Point of Interconnection shall be set forth 
either by equipment lists or appropriate one-line 
diagrams and shall be attached to the appropriate 
appendix specified in Section 2.3, Part II. 


Page 41 of 46


PART III: PURCHASE AND PAYMENT PROVISIONS 

1.  POWER PURCHASE AND SALE 

1.1   Seller hereby agrees to sell to Edison and Edison 
hereby agrees to Purchase from Seller at the Point of 
Interconnection, the Energy delivered by Seller to Edison 
hereunder. 

1.1.1   Seller shall begin delivery of Energy on or 
before the expected date of Firm Operation.  Such 
Energy shall be paid for by Edison pursuant to the 
terms and conditions of this Agreement and its 
Appendices. 

1.1.2   If at any time Energy can be physically 
delivered to Edison and Seller is contesting the 
claimed jurisdiction of any entity which has not 
issued a license or other approval for the Project, 
Seller at its sole discretion and risk shall have 
the right to deliver said Energy to Edison and 
shall receive payment from Edison for said Energy 
only, pursuant to payment provisions in this Part III. 
However, unless and until all required licenses an 
approvals have been obtained, Seller may discontinue 
deliveries at any time. 

Page 42 of 46



1.2   Seller shall sell to Edison and Edison shall
purchase from Seller an amount of Contract Capacity 
as specified  under Section 2.1, Part I or such Contract 
Capacity as adjusted pursuant to Section 1.2.2 below. 

1.2.1   Such Contract Capacity shall be paid for by 
Edison pursuant to the terms and conditions of this 
Agreement and its Appendices. 

1.2.2   Seller shall demonstrate the ability to provide 
Edison the specified Contract Capacity within 30 days 
of the date of Firm Operation in a manner pursuant to 
Sections 11.2.2 and 11.2.3, Part I.  If Seller fails to provide 
the Contract Capacity, the Contract Capacity shall be
reduced pursuant to a written agreement of the Parties.

1.3   Adjustment to Contract Capacity

1.3.1   Seller may increase the Contract Capacity 
with the approval of Edison and receive
payment for the additional capacity thereafter
in accordance with the Contract Capacity Price 
for the remaining Contract Term.
 

Page 43 of 46


1.3.2   Seller may reduce the Contract  Capacity at any 
time by giving notice thereof to Edison.  Edison may 
reduce the Contract Capacity as a result of appropriate 
tests, studies, or prior performance. The amount by which 
the Contract Capacity is reduced shall be deemed a 
reduction in Contract Capacity under Section 5, Part 1. 

1.3.3.   Either partly may request, the other party to 
agree in writing to a new Contract Capacity whenever 
it appears that it has changed for any reason. 

2.   PROCEDURE FOR MONTHLY PAYMENT 

2.1   Edison shall mail to Seller not later than 30 days 
after the end of each monthly billing period (1) a 
statement showing the Energy and Contract Capacity 
delivered to Edison during the on-peak, mid-peak, and 
off-peak periods, as those periods are specified in 
Edison's Tariff Schedule No. TOU-8 for that monthly 
billing period, (2) Edison's computation of the amount 
due Seller, and (3) Edison's check in payment of said amount. 

2.2   If the monthly payment period involves portions 
of two different published Energy payment schedule 
periods the monthly Energy payment shall be



Page 44 of 46
 

prorated on the basis of the percentage of days at each price. 

2.3   If within 30 days of receipt of the statement Seller does 
not make a report in writing to Edison of an error, Seller shall be 
deemed to have waived any error in Edison's statement 
computation, and payment, and they shall be considered correct and 
complete. 


Page 45 of 46


PART IV: GENERAL AGREEMENT 

1.   AGREEMENT AND SIGNATURE 

1.1   The Parties agree to the provisions provided in this 
Agreement and corresponding Appendices referenced herein. 
 

1.2   This Agreement is executed in two counterparts, 
each of which shall be deemed an original.  The 
signatories hereto represent that they have been 
appropriately authorized to enter into this 
Agreement on behalf of the Party for whom they 
sign.  This Agreement is hereby executed as of 
this 20th day of December, 1985.

SOUTHERN CALIFORNIA EDISON COMPANY

By s/s Edward A. Meyers Jr.
EDWARD A. MYERS, Jr.  Vice President 
TENNECO OIL CO 

By      s/s Robert T. Bogan   
Name Robert T. Bogan 
Title Vice Pres. & Div. Gen'l Manager 


Page 46 of 46


            
                   TENNECO OIL COMPANY - PHASE I
               SCE STANDARD FIRM POWER PURCHASE AGREEMENT

                             APPENDIX A.1
          INTERCONNECTION FACILITIES - ADDED FACILIITES BASIS


A.1.1  Seller acknowledges that Seller has read Edison's Tariff 
Rule No. 21 and the QFMP and understands Seller's obligations 
and the consequences, as set forth in the QFMP and Part 1, 
Section 6 of the Power Purchase Agreement, for failure to 
satisfy any of the milestones in the QFMP.

A.1.2  In the event Seller loses its priority for existing 
available Edison line capacity, Seller shall, pursuant to 
Edison's Tariff Rule No. 21, be obligated to pay any additional 
cost for upgrades or additions necessary to accommodate Seller's 
deliveries.  In such event, Edison and Seller shall amend this 
Agreement to reflect the conditions resulting from the change in 
priority.

A.1.3  Edison shall design, purchase, construct, own, operate 
and maintain all Interconnection Facilities at Seller's expense.  
The cost of the removable facilities portion of the 
Interconnection Facilities and the operation and maintenance 
thereof shall be paid by Seller on an added facilities basis 
pursuant to the attached Application and Contract for 
Interconnection Facilities.

Page A.1 1 of 2

A.1.4  Seller shall pay to Edison the total estimated cost for 
the nonremovable facilities portion of the Interconnection 
Facilities prior to the start of construction of the 
Interconnection Facilities.  The costs of operation and 
maintenance shall be paid by Seller pursuant to the attached 
Application and Contract for Interconnection Facilities.

A.1.5  To the extent that Edison deems it necessary to effect 
the arrangements contemplated by this Agreement, Edison may, 
from time to time, design, install, operate, maintain, modify, 
replace, repair or remove any or all of the Interconnection 
Facilities.  Any additions, modifications or replacement of 
equipment shall be treated as Interconnection Facilities.  The 
cost of any addition, modification or replacement shall be added 
to the Interconnection Facilities contract by amendment.  
Equipment and/or Protective Apparatus which, in the opinion of 
Edison, is no longer required, shall be deleted from the 
Interconnection Facilities Contract.


Page A.1 2 of 2



                      Attachment to Appendix A.1


                     TENNECO OIL COMPANY - PHASE I
               SCE STANDARD FIRM POWER PURCHASE AGREEMENT

        APPLICATION AND CONTRACT FOR INTERCONNECTION FACILITIES

                     PLUS OPERATION AND MAINTENANCE


     The undersigned Seller hereby requests the Southern 
California Edison Company (Edison) to provide the facilities 
described on the last page hereof which are by this reference 
incorporated herein and are hereinafter called "Interconnection 
Facilities."  Interconnection Facilities as defined and used 
herein are a group of Added Facilities (see Rule No. 2.H). which 
have been designated as Interconnection Facilities, to 
accommodate negotiation and preparation of contracts for 
parallel generation projects.  Furthermore, for purposes of the 
cost allocations as provided in this agreement, such 
Interconnection Facilities shall be classified as either 
"Removable Facilities" or "Non-Removable Facilities" as 
described on the last page of this agreement.  Interconnection 
Facilities, as are Added Facilities, shall be provided in 
accordance with the applicable Tariff Schedules of Edison.  Such 
Interconnection Facilities shall be owned, operated and 
maintained by Edison.

     In consideration of Edison's acceptance of this 
application, Seller hereby agrees to the following:

  1.  Seller shall pay a monthly charge for the removable 
facilities portion of the Interconnection Facilities in the 
amount of 1.7% of the added investment as determined by Edison 
and as entered by Edison on the last page hereof.  The monthly 
charge shall be adjusted 

Page 1 of 9

periodically in accordance with the 
prorata operation and maintenance charges for added facilities 
pursuant to Rule No. 2.H.2.C.  The monthly charge may be based 
upon estimated costs of the removable facilities portion of the 
Interconnection Facilities and when the recorded book cost of 
the removable facilities portion of the Interconnection 
Facilities has been determined by Edison, the charges shall be 
adjusted retroactively to the date when service is first 
rendered by means of such Interconnection Facilities.  
Additional charges resulting from such adjustment shall, unless 
otherwise mutually agreed, be payable within thirty (30) days 
from the date of presentation of a bill therefor.  Any credits 
resulting from such adjustment shall, unless otherwise mutually 
agreed, be refunded within thirty (30) days following demand of 
Seller.

  2.  Seller shall pay to Edison, prior to the start of 
construction of the Interconnection Facilities, the total 
estimated costs for the nonremovable facilities portion of the 
Interconnection Facility as determined by Edison.  The estimated 
costs for the Interconnection Facilities, as entered on the last 
page hereof, shall be determined by Edison.  In the event Seller 
abandons its plans for installation of such Interconnection 
Facility, for any reason whatsoever, including failure to obtain 
any required permits, Seller shall reimburse Edison upon 

Page 2 of 9


receipt of supporting documentation for any and all expenses 
incurred by Edison pursuant to this agreement within thirty 
(30) days after presentation of a bill.

  3.  Seller shall pay a monthly operation and maintenance 
charge for the nonremovable facilities portion of the 
Interconnection Facilities' operation and maintenance in the 
amount of 0.9% of the added investment as determined by Edison 
and as entered by Edison on the last page hereof.  The monthly 
charge shall be adjusted periodically in accordance with the 
pro-rata operation and maintenance charges for added facilities 
pursuant to Rule No. 2.H.2.b.  The monthly charge may be based 
upon estimated costs of the nonremovable facilities portion of 
the Interconnection Facilities and when the recorded book cost 
of the nonremovable facilities portion of the Interconnection 
Facilities has been determined by Edison, the charges shall be 
adjusted retroactively to the date when such Interconnection 
Facilities are available for use.  Additional charges resulting 
from such adjustment shall, unless other terms are mutually 
agreed upon, be payable within thirty (30) days from the date of 
presentation of a bill therefor.  Any credits resulting from 
such adjustment shall, unless otherwise mutually agreed, be 
refunded within thirty (30) days following demand of Seller.


Page 3 of 9

  4.  Whenever a change is made in the removable facilities 
portion of the Interconnection Facilities which results in 
changes in the added investment, the monthly charge shall be 
adjusted on the basis of the revised added investment.  The 
description of the Interconnection Facilities shall be amended 
by Edison to reflect any changes in equipment, installation and 
removal cost, amount of added investment, and monthly charge 
resulting from any such change in the removable facilities 
portion of the Interconnection Facilities or adjustment as 
aforesaid.

  5.  Whenever a change is made in the nonremovable facilities 
portion of the Interconnection Facilities which results in 
changes in the added equipment investment, the cost of such 
change shall be payable by Seller within sixty (60) days from 
the date of presentation of a bill therefore.  The description 
of the Interconnection Facilities shall be amended by Edison to 
reflect any changes in equipment, installation and removal cost, 
and amount of added investment.  If required, the monthly charge 
resulting from any such change in the nonremovable facilities 
portion of the Interconnection Facilities shall be adjusted on 
the basis of the revised added investment.

  6.  All monthly charges payable hereunder shall commence upon 
the date when said Interconnection Facilities are available for 
use and shall first be payable fifteen (15) days after Edison 
submits the first bill therefore and 

Page 4 of 9


shall continue until the abandonment of such Interconnection 
Facilities by Seller, subject to the provisions of 
Paragraphs 2. And 7. hereof.

  7.  If the interconnection Facilities are abandoned by 
termination of service or otherwise, prior to five (5) years 
from the date Seller's Generating Facility is operational, 
Seller shall pay to Edison estimated cost of equipment and 
installation plus the cost of removing the removable facilities 
portion of the Interconnection Facilities less the estimated 
salvage value, within thirty (30) days after presentation of a 
bill therefor.  Alternatively, Seller may pay to Edison, as a 
single payment, the sum of the monthly charges from paragraphs 
1, 3, 4 and 5 hereof for the period beginning on the date on 
which said facilities are to be removed and ending on a date 
five (5) years from the date on which monthly charges commenced 
pursuant to provisions of paragraphs 4 and 5 hereof.  Such 
alternative payment shall be made not later than thirty (30) 
days prior to the date on which Edison is to remove the 
Interconnection Facilities.  If the Interconnection Facilities 
have been only partially constructed prior to such abandonment, 
Seller agrees to pay to Edison the amount expended by Edison 
(not exceeding the estimated installation and removal cost) for 
installing and removing the partially constructed 
Interconnection Facilities within thirty (30) days after 

Page 5 of 9


presentation of a bill therefor.  If the Interconnection 
Facilities are abandoned solely by Edison at any time prior to 
or within the five (5) year term of this agreement, as of the 
date of abandonment, Seller's obligation to pay Interconnection 
Facilities charges, pursuant to paragraph 1, shall terminate and 
Seller shall not have any obligation to pay the charges 
described in this paragraph 7.

  8.  Seller shall provide evidence, to Edison's satisfaction, 
of Seller's ability to perform its obligations pursuant to 
Paragraph 7 above, within ninety (90) days after Edison has 
provided Seller with Edison's cost for the Interconnection 
Facilities and the estimated removal costs of Interconnection 
Facilities.  Seller shall provide to Edison said evidence by 
means of a performance bond or other evidence as agreed to by 
both Parties.

  9.  Seller agrees to utilize said Interconnection Facilities 
in accordance with good operating practice and to reimburse 
Edison for damage to said Facilities occasioned or caused by the 
Seller or any of his agents, employees or licensees.  Failure so 
to exercise due diligence in the utilization of said 
Interconnection Facilities shall give Edison the right to 
terminate this contract, to remove said facilities and to demand 
immediate reimbursement for the equipment installation and 
removal costs, less the 

Page 6 of 9


estimated salvage value if the facilities are removed within 
five (5) years from the date of this contract.

  10.  Edison's performance under this Contract is subject to 
the availability of materials required to provide the 
Interconnection Facilities provided for herein and to all 
applicable Tariff Schedules of Edison.

  11.  The parties also understand and agree that due to 
equipment acquisition lead time and construction time 
requirements, Edison requires a minimum of 6 months from the 
time of authorization to construct the aforementioned 
Interconnection Facility and place it in operation.  Edison 
shall have no obligation to Seller with regard to any target 
date established by Seller which is less than eighteen (18) 
months from the date this application is executed.  However, 
Edison shall exercise its best effort to meet Seller's projected 
operational date.

  12.  (If applicable)  This Contract for Interconnection 
Facilities supplements the appropriate application and 
contract(s) for electric service presently in effect between 
Seller and Edison.

Page 7 of 9


  13.  This Contract shall to the extent provided by law at all 
times be subject to such changes or modifications by the Public 
Utilities Commission of the State of California as said 
Commission may, from time to time, direct in the exercise of its 
jurisdiction.



                                SELLER:  Tenneco Oil Company


WITNESS:  _______________       BY:  _______________________
                                     Robert T. Bogan
                                     Vice President and
                                     Division General Manager



Approved and Accepted for
SOUTHERN CALIFORNIA EDISON COMPANY



By _______________________
   Glenn J. Bjorklund
   Vice President


DATED:  May 22, 1987


Page 8 of 9


                    TENNECO OIL COMPANY - PHASE I
               SCE STANDARD FIRM POWER PURCHASE AGREEMENT

SERVICE
ADDRESS:   25121 North Sierra Highway, Newhall, CA

DATE APPLICANT DESIRES INTERCONNECTION FACILITIES 
AVAILABLE:  November, 1988


DATE APPLICANT WILL BEGIN CONSTRUCTION OF THE GENERATING
FACILITY:   October, 1989 (Last possible date for start of
            Construction)

DESCRIPTION OF INTERCONNECTION FACILITIES:

   5.6 miles of new 66 kV line on wood poles
   66/12 kV substation for 41.6 MW of Cogeneration**
   Telecommunications
   Metering and telemetering equipment
   Modifications of Saugus and Newhall Substations


REMOVABLE FACILITIES PORTION OF THE INTERCONNECTION FACILITIES

   TOTAL COST OF INTERCONNECTION             Estimated $2,421,600
   FACILITIES

   ADDED INVESTMENT*:                        Estimated $2,402,600

   INSTALLATION AND REMOVAL COST*:           Estimated $1,924,400

   ONE-TIME CHARGE:                          Estimated $   12,400

NON-REMOVABLE FACILITIES PORTION OF THE INTERCONNECTION
FACILITIES

   Seller shall provide all non-removable facilities




*  Cost estimates are for information purposes only and are
   not binding unless provided in writing by Edison pursuant
   to a written request by Seller.

** The 41.6 MW Cogeneration project will consist of Phase I and
   Phase II, approximately 20.8 MW each.


Page 9 of 9


                     SCE STANDARD AGREEMENT
                       FIRM POWER PURCHASE

                          APPENDIX A.3


INTERCONNECTION FACILITIES - SELLER OWNED AND OPERATED FACILITY

A.3.1  Seller acknowledges that Seller has read Edison's Tariff 
Rule No. 21 and the QFMP and understands Seller's obligation and 
the consequences, as set forth in the QFMP and Part 1, Section 
25 herein, for failure to satisfy any of the milestones in the 
QFMP.

A.3.2  In the event Seller loses its priority under Section 25.4 
for existing available Edison line capacity, Seller shall, 
pursuant to Edison's Tariff Rule No. 21, be obligated to pay any 
additional cost for upgrades or additions necessary to 
accommodate Seller's deliveries.  In such event, Edison and 
Seller shall amend this Agreement to reflect the conditions 
resulting from the change in priority.

A.3.3  Seller shall design, purchase, construct, operate and 
maintain Seller owned Interconnection Facilities at its sole 
expense.  Edison shall have the right to review the design as to 
the adequacy of the Protective Apparatus provided.  Any 
additions or modifications required by Edison shall be 
incorporated by Seller.

A.3.4  Notwithstanding the provisions of Section 16, Seller, 
having elected to own, operate, and maintain the Interconnection 
Facilities, shall accept all liability and release Edison from 
and indemnify Edison against any liability for faults or damage 
to Seller's 

Page A.3-1

Interconnection Facility, the Edison electric system 
and the public as a result of the operation of Seller's project.

A.3.5  Edison shall have the right to observe the construction 
of the Interconnection Facilities, and inspect said facilities 
after construction is completed at the Seller's expense.

A.3.6  Facilities which are deemed necessary by Edison for the 
proper and safe operation of the Interconnection Facilities and 
which Seller desires Edison to own and operate at Seller's 
expense shall be provided as appendant facilities.  Edison shall 
own, operate and maintain any necessary appendant facilities 
which may be installed in connection with the Interconnection 
Facilities at Seller's expense.  Edison may, as it deems 
necessary, modify the aforementioned facilities at Seller's 
expense.

A.3.7  For the appendant facilities, Seller elects (check on): 
__X___ Option I:  Edison shall install, own, operate and 
maintain the appendant facilities and Seller shall pay to Edison 
the total estimated cost for the appendant facilities prior to 
the start of construction of the appendant facilities.

______ Option II:  Seller shall install at Seller's expense its 
portion of the appendant facilities in accordance with Rule 21.  
Within 30 days after 

Page A.3-2


installation is complete, Seller shall transfer ownership of the 
appendant facilities to Edison in a manner acceptable to Edison.

A.3.8  Maintenance of facilities referred to in Section A.3.6 
shall be paid by Seller pursuant to the attached Application and 
Contract for Interconnection Facilities Plus Operation and 
Maintenance ("Contract").

A.3.9  To the extent that Edison deems it necessary to effect 
the arrangements contemplated by this Agreement, Edison may, 
from time to time, request the Seller to design, install, 
operate, maintain, modify, replace, repair or remove any or all 
of the Interconnection Facility.  Such equipment and/or 
Protective Apparatus shall be treated as Interconnection 
Facilities and added to the Interconnection Facilities Contract 
by amendment pursuant to Section A.3.6.

A.3.10  Edison shall have the right to review any changes in the 
design of the Interconnection Facilities and recommend 
modification(s) to the design as it deems necessary for proper 
and safe operation of the Project when in parallel with the 
Edison electric system.  The Seller shall be notified of the 
results of such review by Edison, in writing, within 30 days of 
the receipt of all specifications related to the proposed design 
changes.  Any flaws perceived by Edison in the proposed design 
changes, shall be described in the written notice.

Page A.3-3



Attachment to Appendix A.3

      APPLICATION AND CONTRACT FOR INTERCONNECTION FACILITIES
                  PLUS OPERATION AND MAINTENANCE

The undersigned Seller hereby requests the Southern California 
Edison Company (Edison) to provide the appendant facilities 
described on the last page hereof and by this reference herein 
incorporated, hereinafter called "Interconnection Facilities."  
Interconnection Facilities as defined and used herein are a 
group of Added Facilities which have been designated as 
Interconnection Facilities, to accommodate negotiation and 
preparation of contracts for parallel generation projects.  
Interconnection Facilities, as are Added Facilities, shall be 
provided in accordance with the Applicable Tariff Schedules of 
Edison.  Such Interconnection Facilities are to be owned, 
operated and maintained by Edison.

In consideration of Edison's acceptance of this Contract, Seller 
hereby agrees to the following:

1.  If Seller elects Option I in Section A.3.7, Seller shall pay 
to Edison, prior to the start of construction of the 
Interconnection Facilities, the total estimated costs for the 
Interconnection Facility as determined by Edison and entered on 
the last page hereof.  In the event Seller abandons its plans 
for installation of such Interconnection Facility, for any 
reason whatsoever, including failure to obtain any required 
permits, Seller shall reimburse Edison upon receipt of 
supporting documentation for any and all 

Page 1 of 6


expenses incurred by Edison pursuant to this Contract within 
thirty (30) days after presentation of a bill.  In the event 
Seller has prepaid the total estimated costs for the 
Interconnection Facility as provided herein, prior to 
abandonment, Edison will account to Seller for monies expended 
to the date of the abandonment of the plans for installation 
within 30 days after Notice of Abandonment has been served on 
Edison.

2.  If Seller elects Option II in Section A.3.7, Edison shall 
have the right to observe the construction of the 
Interconnection Facilities and inspect and test said facilities 
after construction is completed at the Seller's expense.

3.  The parties also understand and agree that due to equipment 
acquisition lead time and construction time requirements, Edison 
requires a minimum of twenty-four (24) months from the time of 
authorization to construct the aforementioned Interconnection 
Facility and place it in operation.  Edison shall have no 
obligation to Seller with regard to any target date established 
by Seller which is less than twenty-four (24) months from the 
date this Contract is executed.  However, Edison shall exercise 
its best efforts to meet Seller's projected operational date.

4.  Seller shall pay a monthly charge for the Interconnection 
Facilities' operation and maintenance in the amount of 0.9% of 
the added equipment investment as determined by 

Page 2 of 6


Edison and as entered by Edison on the last page hereof.  The 
monthly charge shall be adjusted periodically in accordance 
with the pro-rata operation and maintenance charges for added 
facilities pursuant to Rule No. 2.H.  The monthly charge may 
be based upon estimated costs of the Interconnection Facilities 
and when the recorded book cost of the Interconnection Facilities 
has been determined by Edison, the charges shall be adjusted 
retroactively to the date when service is first rendered by means 
of such Interconnection Facilities.  Upon request by Seller, Edison will 
supply documentation of any periodic adjustments to the monthly 
charge.  Additional charges resulting from such adjustment 
shall, unless other terms are mutually agreed upon, be payable 
within thirty (30) days from the date of presentation of a bill 
therefor.  Any credits resulting from such adjustment will, 
unless other terms are mutually agreed upon, be refunded upon 
demand of Seller.

5.  Whenever a change is made in the Interconnection Facilities 
which results in changes in the added equipment investment, the 
monthly charge will be adjusted on the basis of the revised 
added equipment investment.  The cost of such change shall be 
payable by Seller within sixty (60) days from the date of 
presentation of a bill thereof.  The description of the 
Interconnection Facilities will be amended by Edison and 
initialed by 

Page 3 of 6


Seller on the last page hereof to reflect any changes in 
equipment, installation and removal cost, amount of 
added equipment investment, and monthly charge resulting from 
any such change in the Interconnection Facilities or adjustment 
as aforesaid.  However, the charge for the change in the 
Interconnection Facilities shall be payable by Seller not 
withstanding Seller's failure to initial the Amendment as 
provided herein.

6.  The monthly charges payable hereunder shall commence upon 
the date when said Interconnection Facilities are available for 
use but not before service is first established and rendered 
through Edison's normal facilities and shall first be payable 
within 30 days when Edison shall submit the first energy bill 
after such date and shall continue until the abandonment of such 
Interconnection Facilities by Seller, subject to the provisions 
of Paragraphs 5. and 6. hereof.

7.  Seller agrees to utilize said Interconnection Facilities in 
accordance with good operating practice and to reimburse Edison 
for damage to said Facilities occasioned or caused by the Seller 
or any of his agents, employees or licensees.  Failure so to 
exercise due diligence in the utilization of said 
Interconnection Facilities upon written notice of same to 
Seller, will give Edison the right to terminate this Contract.

Page 4 of 6


8.  Edison's performance under this Contract is subject to the 
availability of materials required to provide the 
Interconnection Facilities provided for herein and to all 
applicable Tariff Schedules of Edison.

9.  This Application and contract for Interconnection Facilities 
supplements the appropriate application and contract(s) for 
electric service presently in effect between Seller and Edison.

10.  This Contract shall at all times be subject to such changes 
or modifications by the Public Utilities Commission of the State 
of California as said Commission may, from time to time, direct 
in the exercise of its jurisdiction.



DATED: 8/25/1986          SELLER:  TENNECO OIL COMPANY


WITNESS:                      By:  Robert T. Bogan

                              Mail (Address)




                              Approved and Accepted for
                              SOUTHERN CALIFORNIA EDISON COMPANY



                               By:  Glenn J. Bjorklund
                                    Vice President


Page 5 of 6



SELLER:   Tenneco Oil Company

SERVICE ADDRESS:  25121 North Sierra Highway, Newhall, CA

DATE APPLICANT DESIRES INTERCONNECTION FACILITIES
AVAILABLE:  July 1, 1988 (Phase I)

DATE APPLICANT WILL BEGIN CONSTRUCTION OF THE GENERATING
FACILITY:  July 1, 1986 (Phase I)

DESCRIPTION OF INTERCONNECTION FACILITIES:  (Phase I and II) 
(See attached single line electrical schematic)

   5.6 miles of new 66 kv line on wood poles
   66/12 kv Substation for 41.6 MW cogeneration**
   Telecommunication
   Metering and telemetering equipment
   Modifications of Saugus and Newhall Substations

SELLER SHALL FURNISH:

    All non-removable facilities
    2-22.4 MVA Transformers
    1-Low-Side circuit breaker

Payment shall be made according to the following schedule:

    15%  When Interconnect is signed
    35%  First quarter 1987
    50%  First quarter 1988

TOTAL COST OF INTERCONNECTION FACILITIES*:  ESTIMATED $2,421,600

ADDED INVESTMENT*:  ESTIMATED $2,402,600

ADDED INVESTMENT:   RECORDED BOOK COST $----

ESTIMATED INSTALLATION AND REMOVAL COST*:  $1,924,400

ONE-TIME CHARGE:   $19,000

DATE SERVICE FIRST RENDERED BY MEANS OF THE INTERCONNECTION 
FACILITIES:

** Such 41.6 MW cogeneration project will be in Phases - Phase I 
and Phase II, approximately 20.8 MW facility each.

* Cost estimates are for information purposes only and are not 
binding unless provided in writing by Edison pursuant to a 
written request by Seller.

Page 6 of 6  Attachment to Appendix A.3



                         NEWHALL PHASE I

                           APPENDIX B.1
                    ENERGY PURCHASE PROVISION

1.	Seller shall receive a monthly payment for Energy purchased 
by Edison based on Edison's full avoided operating costs approved 
by the Commission throughout the Contract Term and updated 
periodically with Commission approval.  Data used to derive Edison's 
full avoided costs will be made available to the Seller to the extent 
specified by Seller upon request.

Seller's monthly Energy payment shall be the sum of payments for Energy 
purchased during the on-peak, mid-peak and off-peak periods as those 
periods are defined in Edison Tariff Schedule No. TOU-8.

Payment shall be calculated as follows:

MONTHLY ENERGY PAYMENT = On-Peak Period Energy Payment
? Mid-Peak Period Energy Payment + Off-Peak Period Energy Payment

Where:

PERIOD ENERGY PAYMENT = (Avoided Operating Cost per kwh by Period)
                      x (Period kwh Delivered by Seller and 
Purchased by Edison)
                      x (Energy Loss Adjustment Factor).

2.  Edison shall not be obligated to accept or pay for and may 
request Seller whose Generating Facility is 1 MW or greater to 
discontinue or reduce delivery of Energy during periods when 
purchases under this Agreement would result in costs greater 
than those which Edison would incur if it did not purchase 
Energy from Seller but instead generated from another source an 
equivalent amount of energy.  When possible, Edison shall make a 
reasonable effort to sell excess energy before requesting Seller 
to discontinue or reduce Energy delivery.  Also when possible, 
Edison shall give Seller reasonable notice of the possibility 
that Seller may be requested to discontinue or reduce Energy 
delivery pursuant to this Section.

3.  When the Edison Electric System demand would require that 
hydro-energy be spilled to reduce generation, Seller will be 
paid a hydro savings payment for Energy delivered.  When Edison 
anticipates such periods, Edison shall notify Seller that a 
hydro savings payment period is possible.  The payment will be 
calculated when a hydro spill condition occurs, and shall be 
determined as follows:

HYDRO SAVINGS PAYMENTS =

(Projected kwh from Qualifying) _ (Required Hydro kwh Spill to)
(Facilities per Period        )   (Reduce Generation per Period)
    (Projected kwh from Qualifying Facilities per Period)

        x (Period Energy Payment).







Note:  If the result of the Hydro Savings Payment calculation is less than 
or equal to zero, no Hydro Savings Payment shall be made to Seller.






















                    NEWHALL PHASE I

                      APPENDIX B.2
              FIRM POWER PURCHASE PROVISION


CAPACITY PAYMENTS FOR FIRM POWER PURCHASES

1.  The power purchase provisions in this Appendix shall become 
effective on the date of Firm Operation specified in this 
Agreement.

2.  Seller shall be paid for Contract Capacity delivered to 
Edison on a monthly basis.  Payments will be based on the 
Standard Offer No. 2 Capacity Payment Schedule (Seller to select 
one of the following)

_X__  in effect at the time of execution of this Agreement or

____  in effect on the date of Firm Operation of the first 
generating unit.

Capacity payment schedule will be based on Edison's full avoided 
operating costs as approved by the Commission, throughout the 
life of this Agreement.  Data used to derive Edison's full 
avoided costs will be made available to the Seller, to the 
extent specified by Seller, upon request.  

3.  The Contract Capacity Price of $153/kw-yr shall be used to 
determine payment in this Agreement.

4.  PAYMENT OPTION

    4.1  Seller has two options for calculation of Contract 
Capacity payments.  Such options, herein referred to as Option 
No. 1 and No. 2, are described below in this Section.  Seller 
hereby elects:

_____  Option No. 1, Section 5

__X__  Option No. 2, Section 6.

4.2  Seller may change the option for Contract Capacity payment 
only with Edison's consent.


5.  PAYMENT OPTION 1 - PERFORMANCE BASED ON 
AVAILABILITY/DISPATCHABILITY

5.1  Minimum Performance Requirement in Option 1 to receive full 
capacity payments.

5.1.1  The Generating Facility must be dispatchable to Edison 
upon request, and meet the following conditions:

   i)   The Generating Facility must be available during all on-
peak hours of each Peak Month except during hours of allowable 
Forced Outage (Section 5.1.4).

  ii)  The Generating Facility must be available for all other 
hours of the year except during hours of allowable maintenance 
(Section 7) and during hours of allowable Forced Outage (Section 
5.1.4).

  iii)  The Generating Facility must maintain an adequate fuel 
supply.

5.1.2  Telemetering or other suitable means of communication 
between the Generating Facility 

Page B.2-2

and the Edison dispatch center shall be provided at Seller's expense.

5.1.3  The measure of availability shall be the performance during 
the hours that the Generating Facility is dispatched, ignoring energy 
produced over the rated capacity of the Generating Facility.  
Dispatching requests can only increase power production, and only up 
to the Contract Capacity.

5.1.4  The Seller is allowed a 20% Forced Outage rate for the on-peak 
hours of each Pak Month, a 20% Forced Outage rate for the mid- and 
off-peak hours of each Peak Month, and a 20% Forced Outage rate for the 
hours of each non-Peak Month.  Except during the Peak Months, Seller may 
accumulate and apply the 20 percent allowance for Forced Outage for any 
consecutive three month period.

5.2  Payment Provision in Option 1

5.2.1  When the requirements of Section 5.1 are met, the payment is:



MONTHLY CAPACITY PAYMENT = (Contract Capacity Price)
                         x (1/12)
                         x (Contract Capacity)

5.2.2  When the requirements of Section 5.1 are not met, the monthly payment 
is:

Page B.2-3

MONTHLY CAPACITY PAYMENT = (Contract Capacity Price)
                         x (Contract Capacity)
                         x (1/12)
                         x (Availability/.8).
                         (cannot be greater than 1)

5.3  Payments in excess of 100% of Contract Capacity Price.

5.3.1  Bonus During Peak Months

For a Peak Month, the Seller will receive a bonus if
 1)  The performance requirements of Section 5.1 have been met; and,
 2)  The on-peak availability exceeds 85%.

5.3.2  Bonus During Non-Peak Months

In a non-Peak Month, the Seller will receive a bonus if
 1)  The performance requirements of Section 5.1 have been met;
 2)  The on-peak availability for each of the year's Peak Months was at least 
       85%; and 
 3)  The on-peak availability exceeds 85%.

5.3.3 Bonus Payment

For any eligible month, the bonus payment will be calculated according 
to the following formula.

MONTHLY BONUS PAYMENT = (1.2 x on-peak availability - 1.02)
X (1/12) Contract Capacity Price
                      X Contract Capacity
Page B.2-4

5.3.4  Total monthly capacity payment when a bonus is earned shall be the 
sum of the monthly capacity payment (Section 5.2.1) and the monthly bonus 
payment (Section 5.3.3).

6.  PAYMENT OPTION 2 - PERFORMANCE BASED ON CAPACITY FACTOR

Minimum performance Requirement in Option 2 to receive full capacity payments.

6.1.1  The Contract Capacity shall be delivered for all of the on-peak hours 
as defined in Tariff Schedule No. TOU-8 in each of the Peak Months subject 
to a 20% allowance for Forced Outages for each month.

6.1.2  There is no minimum performance requirement for the rest of the year.

6.2  Payment Provision in Option 2

The monthly capacity payment shall be calculated as the sum of the on-peak, 
mid-peak, and off-peak capacity payments.  Each capacity period payment is 
calculated as follows:

Page B.2-5

MONTHLY CAPACITY PERIOD     = (Contract Capacity Price)
  PAYMENT                   x (Conversion to Monthly Payment)
                            x (Contract Capacity)
                            X (Period Performance Factor)

Where:

PERIOD PERFORMANCE FACTOR =

             Period kwh Purchased by Edison*
0.8 x (Contract Capacity) x (Period Hrs. - Allowable Maintenance 
Hrs.)

(The Period Performance Factor cannot exceed 1).

Conversion to Monthly Payments:  The following factors convert 
Contract Capacity Price to monthly payments by time period of 
delivery.  These conversion factors will be subject to periodic 
change as approved by the Commission.

                            SUMMER PERIOD          WINTER PERIOD

       On-peak                 .13125                  .02094
       Mid-peak                .00267                  .01054
       Off-peak                .00000                  .00127

6.3  Payments in excess of 100% of Contract Capacity Price

6.3.1  Bonus During Peak Months

For a Peak Month, the Seller will receive a bonus if
  1)  The Performance Requirements of Section 6.1 have been met; 
and
  2) The on-peak capacity factor exceeds 85%.




*  Only by mutual consent can the kilowatthours used in this Period Performance 
Factor calculation be delivered to Edison at a rate of delivery greater than 
the Contract Capacity.

Page B.2-6

6.3.2  Bonus During Non-Peak Months

  1)  The performance requirements of Section 6.1 have been met;
  2)  The on-peak capacity factor for each of the year's Peak Months was 
        at least 85%; and
  3)  The on-peak capacity factor exceeds 85%.

6.3.3  Bonus Payment

For any eligible month, the bonus payment is the following:

BONUS PAYMENT = (1.2 x on-peak capacity factor - 1.02)
                                  X Contract Capacity Price
                                  X (1/12)
                                  X Contract Capacity

Where:

ON-PEAK CAPACITY FACTOR =

        On-Peak kwh Purchased by Edison/
(Contract Capacity) x (Period Hrs. - Allowable Maintenance Hrs.)

6.3.4  The monthly capacity payment when a bonus is earned shall be the sum of 
the monthly capacity payment (Section 6.2) and the monthly bonus payment 
Section 6.3.3).

7.  SCHEDULED MAINTENANCE ALLOWANCES

The allowance for scheduled maintenance is as follows:

7.1  Outage periods for scheduled maintenance shall not exceed 
840 hours (35 days) in any 12-month period.  This allowance may 
be used in increments of an hour or longer on a consecutive or 
nonconsecutive basis.

Page B.2-7


7.2  Seller may accumulate unused maintenance hours on a year-
to-year basis up to a maximum of 1,080 hours (45 days).  This 
accrued time must be used consecutively and only for major 
overhauls.

8.  FAILURE TO MEET MINIMUM PERFORMANCE REQUIREMENTS

8.1  Except when caused by Uncontrollable Forces, if Seller 
fails to meet the minimum performance requirements as set forth 
in Sections 5.1 and 6.1.  The following shall apply:

8.1.1  Seller may be placed on probation for a  period not to 
exceed 15 months or as otherwise agreed to by the Parties.  
During this period, the monthly capacity payment will be based 
on the level of capacity actually delivered.

8.1.2  If Seller meets or demonstrates to Edison pursuant to 
Section 11, Part I that it can meet its minimum requirement 
during the probationary period, Edison shall reinstate regular 
capacity payments.

8.1.3  If Seller fails to meet its minimum requirements during 
the probationary period, Edison may derate the Contract Capacity 
to the greater of the capacity actually delivered when the 
minimum requirements were not met, or the capacity at which 
Seller is reasonably likely to meet the minimum requirements.  

Page B.2-8



In either case, the quantity by which the Contract Capacity is 
reduced shall be considered terminated without prescribed notice 
as provided in Section 5.5, Part I.

8.2  If Seller is prevented from meeting the minimum performance 
requirement because of a Forced Outage on the Edison system or a 
request to cease or curtail delivery under Section 2, Appendix B.1, 
Edison shall continue capacity payments.  Under Option 2, 
capacity payments will be calculated in the same manner used for 
scheduled maintenance outages.

8.3  If deliveries are interrupted or reduced because of 
Uncontrollable Forces, Edison shall continue capacity payments 
for 90 days form the occurrence of the Uncontrolled Force event.  
If Seller has chosen Option 2 as a method for capacity payments, 
payments due during a period of interruption or reduction by 
reason of an Uncontrolled Force, shall be calculated in the same 
manner used for scheduled maintenance outages.

8.4  Adjustment for Hydroelectric Facility Hydroelectric 
facilities which have their Contract Capacity based on the five 
dry-year average, shall not have their Contract Capacity 
terminated or derated when their failure to meet minimum 
performance requirements is due solely to the occurrence of a 
dry year which is 

Page B.2-9


drier than the five dry-year average.  During drier-year 
conditions, the Seller shall be paid for the amount of capacity, 
if any, actually delivered.  Capacity payments shall resume at 
the Contract Capacity Price when hydro conditions once again 
reach the level used to determine the capacity ratings.

9.  EXAMPLES OF TERMINATION CALCULATIONS

9.1  Example 1

Termination with Prescribed Notice

Assumptions:

1)  Power delivery starts in January 1985 on a 20-year Contract 
Term for a Contract Capacity of 50 MW. Contract Capacity Price 
is $132/kW-yr.

2)  In January 1987, Seller notifies Edison that the Contract 
Capacity will be reduced to 20 MW in January 1990.  The Adjusted 
Capacity Price for the capacity being terminated (30 MW) is 
$93/kW-yr.

3)  Federal Reserve Board three months prime commercial paper 
rate is 1% per month.

4)  Seller is under Option 1 for capacity payment.

5)  Prescribed notice required is 36 months.

Resulting Action:

Capacity Payment Adjustment (Section 5.4.3, Part I)

For a period from January 1987 to January 1990, the capacity 
price for the 50 MW will be $109/kW-yr, the 

Page B.2-10


weighted average of $132 and $93 calculated as follows:

(20/50) x $132 + (30/50) x $93 = $109/kW-yr

Starting January 1990 the Contract Capacity Price will return to 
$132/kW-yr but for only 20 MW.

Capacity Overpayment Refund (Section 5.4.2,Part I)

The Seller must also repay to Edison the overpayments made in 
1985 and 1986 on the 30 MW portion of the contract which is 
being terminated, at the rate of $39/kW-yr ($132 - $93).

Since under Option 1, (1/12) of the capacity is paid each month, 
the overpayment consists of 24 monthly payments made between 
January 1985 and December 1986, each amounting to:

$39/kW-yr x (1/12) x 30,000 kW = $97,500/month

This annuity of 24 payments has a present value in January 1985 
of

$97,500 x     1              = $97,500 x       1
   Capital Recovery Factor                  0.01
                                               1
                                   1 - (1.01) 24

                                    = $2,071,230

The value of this annuity (including interest) in January 1987, the amount 
payable to Edison becomes $2,071,230 x Compound Amount Factor = $2,071,230 
  x (1.01)24= $2,629,913

Page B.2-11


9.2  Example 2

Termination Without Prescribed Notice

Assumptions:

(1)  Power delivery starts in January 1985 on a 20-year Contract Term for 
a Contract Capacity of 50 MW.  Contract Capacity Price is $132/kW-yr.

(2)  In January 1987, Seller notified Edison that the Contract Capacity 
will be reduced to 20 MW in January 1988.  The Adjusted Capacity Price 
for the capacity being terminated (30 MW) is $88/kW-yr.

(3)  Federal Reserve Bond three months prime commercial paper rate is 1% 
per month.

(4)  Seller is under Option 1 for capacity payment.

(5)  The capacity price for a Contract Term of seventeen (17) years with 
a delivery date of 1988 will come from the capacity table in effect at the 
time of the termination notice.  Assume this value is $158/kW-yr.

(6)  Prescribed notice required is 36 months.

Resulting Action:

Capacity Payment Adjustment (Section 5.4.3, Part I)

For period from January 1987 to January 1988, the capacity price for 
the 50 MW will be $106/kW-yr, the weighted average of $132 and $88 
calculated as follows:

Page B.2-12


(20/50) x $132 + (30/50) x $88 = $106/kW-yr

Starting January 1988, the capacity price will return to $132/kW-yr, 
but for only 20 MW.

Capacity Overpayment Refund (Section 5.4.3, Part I)

The amount of capacity overpayment refund to be made to Edison by Seller 
is $2,967,082.  (For calculation of this payment amount see Capacity 
Overpayment Refund section of the termination with prescribed notice 
example, Section 9.1).

Capacity Replacement Cost (Section 5.5.2, Part I)

The Seller must also pay Edison a one time capacity replacement cost of 
$1,560,000 calculated as follows:

(30,000 kW) ($158 - $132) (2 years) = $1,560,000

Total Repayment to Edison

The total repayment from Seller to Edison will be $4,527,082, which is the 
sum of the capacity overpayment refund and the capacity replacement cost.


Page B.2-13





                            Revised Cal. P.U.C. Sheet No. 8524-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 8399-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                          Schedule No. TOU-8
                        GENERAL SERVICE - LARGE


APPLICABILITY

Applicable to general service, including lighting and power.

This schedule is mandatory for all customers whose monthly 
maximum demand exceeds 500 kw for any three months during the 
preceding 12 months, except that customers with demands in 
excess of 5,000 kw, who otherwise qualify, may elect service 
under Schedule No. 1-5.  Any customer whose monthly maximum 
demand has fallen below 450 kw for 12 consecutive months may 
elect to take service on any other applicable schedule.

TERRITORY

Within the entire territory served.

RATES

                                                      Per Meter
                                                      Per Month

Customer Charge:                                       $560.00

Demand Charge (to be added to Customer Charge):

  All       kw of on-peak billing demand, per kw       $5.05
  Plus all kw of mid-peak billing demand, per kw        0.65
  Plus all kw of off-peak billing demand, per kw       No charge

  (Subject to Minimum Demand Charge.
   See Special Condition No. 6.)


Energy Charge (to be added to Demand Charge):

   All       on-peak kwh, per kwh                         8.426 cents
   Plus all mid-peak kwh, per kwh                         7.026 cents
   Plus all off-peak kwh, per kwh                         5.856 cents

   The above rates are subject to the Steel Surcharge Adjustment 
as set forth in Special Condition No. 13.

Charges for energy are calculated for customer billing using the 
components shown below.





Advice Letter No. 694-E               Date Filed August 19, 1985
Decision No.                         Effective November 13, 1985
                                     Resolution No. E-2062

Michael R. Peevey
Senior Vice President

                            Revised Cal. P.U.C. Sheet No. 8458-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 8447-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                          Schedule No. TOU-8
                        GENERAL SERVICE - LARGE
                             (Continued)

ENERGY CHARGE COMPONENTS

                                     
                                                  Per kwh
                                   On-Peak     Mid-Peak     Off-Peak
                                  (in cents)  (in cents)   (in cents)
Base Rate:

  All kwh                             2.356      2.356        2.356 

Adjustment Rates:

  Energy Cost Adjustment
    Billing Factor                    4.871      3.471        2.301 
  Annual Energy Rate                  0.070      0.070        0.070 
  Conservation Load Management
    Billing Factor                    0.030      0.030        0.030 
  Electric Revenue Adjustment
    Billing Factor                   -0.183     -0.183       -0.183 
  Major Additions Adjustment
    Billing Factor                    1.270      1.270        1.270
  Annual Major Additions Rate         0.000      0.000        0.000
  PUC Reimbursement Fee               0.012      0.012        0.012

  Total Adjustment Rates              6.070      4.670        3.500

The PUC Reimbursement Fee is described in Schedule No. RF-E.  
The Adjustment Rates are described in Parts C, I, J, and L of 
the Preliminary Statement.

SPECIAL CONDITIONS

1. Time periods are defined as follows:


On-Peak:   12:00 p.m. to 6:00 p.m. 
           summer weekdays except holidays     

           5:00 p.m. to 9:00 p.m.
           winter weekdays except holidays


Mid-Peak:  8:00 a.m. to 12:00 p.m. and 6:00 p.m. to 11:00 p.m.
           Summer weekdays except holidays
          
           8:00 a.m. to 5:00 p.m.
           winter weekdays except holidays

Off-Peak:  All other hours.


Off-peak holidays are New Year's Day, Washington's Birthday, 
Memorial Day, Independence Day, Labor Day, Veterans Day, 
Thanksgiving Day, and Christmas.

When any holiday listed above falls on Sunday, the following 
Monday will be recognized as an off-peak period.  No change in 
off-peak will be made for holidays falling on Saturday.

The summer session shall commence at 12:01 a.m. on the first 
Sunday in June and continue until 12:01 a.m. of the first Sunday 
in October of each year.  The winter season shall commence at 
12:01 a.m. on the first Sunday in October of each year and 
continue until 12:01 a.m. of the first Sunday in June of the 
following year.

2.  Voltage:  Service will be supplied at one standard voltage.





Advice Letter No. 680-E                 Date Filed May 8, 1985
Decision Nos. 84-12-068                 Effective June 2, 1985
              85-04-068                 Resolution No.

                       Michael R. Peevey
                      Senior Vice President



                            Revised Cal. P.U.C. Sheet No. 8189-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 7119-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                          Schedule No. TOU-8
                        GENERAL SERVICE - LARGE

SPECIAL CONDITIONS (Continued)

3.  Maximum Demand:  Maximum demands shall be established for 
the on-peak, mid-peak and off-peak periods.  The maximum demand 
for each period shall be the measured maximum average kilowatt 
input indicated or recorded by instrument to be supplied by the 
Company, during any 150minute metered interval, but (except for 
new customers or existing customers electing Contract Demand as 
defined in these Special Conditions) not less than the 
diversified resistance welder load computed in accordance with 
the section designated Welder Service in Rule No. 2.  Where the 
demand is intermittent or subject to violent fluctuations, a 5-
minute interval may be used.

4.  Billing Demand:  Separate billing demands for the on-peak, 
mid-peak, and off-peak time periods shall be established for 
each monthly billing period  The billing demand for each time 
period shall be the maximum demand for that time period 
occurring during the respective monthly billing period.  The 
billing demand shall be determined to the nearest kw.

5.  Contract Demand:  A contract demand will be established by 
the Company, based on applicant's demand requirements for any 
customer newly requesting service on this schedule and for any 
customer of record on this schedule who requests an increase or 
decrease in transformer capacity in accordance with Rule No. 
12D.  A contract demand arrangement is available upon request 
for all customers of record on this schedule.  The contract 
demand will be used only for purposes of establishing the 
minimum demand charge for facilities required to provide service 
under the rate and will not be otherwise used for billing 
purposes.  Contract demand is based upon the nominal kilovolt-
ampere rating of the Company's serving transformer(s) or the 
standard transformer size determined by the Company as required 
to serve the customer's stated measurable kilowatt demand, 
whichever is less and is expressed in kilowatts.

6.  Minimum Demand Charge:  Where a contract demand is 
established, the monthly minimum demand charge shall be $1.00 
per kilowatt of contract demand.

7.  Excess Transformer Capacity:  The transformer capacity in 
excess of a customer's contract demand which is either required 
by the Company because of the nature of the customer's load or 
requested by the customer.  Excess transformer capacity shall be 
billed at $1.00 per kva per month.

8.  Voltage Discount:  The charges before adjustments will be 
reduced by 6% for service delivered and metered at voltages of 
from 2 kv through 50 kv and by 15% for service delivered and 
metered at voltages over 50 kv.








Advice Letter No. 669-E             Date Filed December 31, 1984
Decision No. 84-12-068                 Effective January 1, 1985
                                       Resolution No.

                       Michael R. Peevey
                       Vice President


              Revised Cal. P.U.C. Sheet No. 7120-E, 5755-E and
                 Cancelling Revised Cal. P.U.C. Sheet No. 5862-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                          Schedule No. TOU-8
                        GENERAL SERVICE - LARGE


SPECIAL CONDITIONS (Continued)

9.  Power Factor Adjustment:

    a.  Service Delivered and Metered at 4 kv or greater:
The charges will be adjusted each month for reactive demand.  
The charges will be increased by 20 cents per kilovar of maximum 
reactive demand imposed on the Company in excess of 20% of the 
maximum number of kilowatts.

the maximum reactive demand shall be the highest measured 
maximum average kilovar demand indicated or recorded by metering 
to be supplied by the Company during any 15-minute metered 
interval in the month.  The kilovars shall be determined to the 
nearest unit.  A device will be installed on each kilovar meter 
to prevent reverse operation of the meter.

    b.  Service delivered and metered at less than 4 kv:
The charges will be adjusted each month for the power factor as 
follows:  The charges will be decreased by 20 cents per kilowatt 
of measured maximum demand and will be increased by 20 cents per 
kilovar of reactive demand.  However, in no case shall the 
kilovars used for the adjustment be less than one-fifth the 
number of kilowatts.

The kilovars of reactive demand shall be calculated by 
multiplying the kilowatts of measured maximum demand by the 
ratio of the kilovar-hours to the kilowatt hours.  Demands in 
kilowatts and kilovars shall be determined to the nearest unit.  
A ratchet device will be installed on the kilovar-hour meter to 
prevent its reverse operation on leading power factors.

10.  Temporary Discontinuance of Service:  Where the use of 
energy is seasonal or intermittent, no adjustments will be made 
for a temporary discontinuance of service.  Any customer prior 
to resuming service within twelve months after such service was 
discontinued will be required to pay all charges which would 
have been billed if service had not been discontinued.





Advice Letter No. 604-E            Date Filed  December 30, 1982
Decision No. 82-12-055                 Effective January 1, 1983
             82-12-115                   Resolution No. AR-92454

                         Edward A. Myers, Jr.
                         Vice President




                            Revised Cal. P.U.C. Sheet No. 8263-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 8190-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                          Schedule No. TOU-8
                        GENERAL SERVICE - LARGE


SPECIAL CONDITIONS (Continued)

11.  Supplemental Visual Demand Meter:  Subject to availability, 
and upon written application by the customer, the Company will, 
within 180 days, supply and install a Company-owned supplemental 
visual demand meter.  The customer shall provide the required 
space and associated wiring beyond the point of interconnection 
for such installation.  Said supplemental visual demand meter 
shall be in parallel with the standard billing meter delineated 
in Special Condition 3 above.  The readings measured or recorded 
by the supplemental visual demand meter are for customer 
information purposes only and shall not be used for billing 
purposes in lieu of meter readings established by the standard 
billing meter.  If a meter having visual display capability is 
installed by Edison as the standard billing meter, no additional 
metering will be installed pursuant to this Special Condition.

One of the following types of supplemental visual demand meters 
will be provided in accordance with provisions above at no 
additional cost to the customer:  Dial Wattmeter, Recording 
Wattmeter, or Paper-Tape Printing Demand Meter.

If the customer desires a supplemental visual demand meter 
having features no available in any of the above listed meters, 
such as an electronic microprocessor-based meter, the Company 
will provide such a supplemental visual demand meter subject to 
a monthly charge, if the meter and its associated equipment have 
been approved for use by the Company.  Upon receipt from the 
customer of a written application the Company will design the 
installation and will thereafter supply, install, and maintain 
the supplemental visual demand meter subject to all conditions 
stated in the first and last paragraph of this Special 
Condition.  For purposes of computing the monthly charge, any 
such supplemental visual demand meter and associated equipment 
shall be treated as Added Facilities in accordance with Rule No. 
2, Paragraph H, Section 1 and 2 of the tariff rules.  Added 
investment for computing the monthly charge shall be reduced by 
the Company's estimated total installed cost at the customer 
location of the Paper Tape Printing Demand Meter offered 
otherwise herein at no additional cost.

The Company shall have sole access for purposes of maintenance 
and repair to any supplemental visual demand meter installed 
pursuant to this Special Condition and shall provide all 
required maintenance and repair.  Periodic routine maintenance 
shall be provided at no additional cost to the customer.  Such 
routine maintenance includes changing charts, inking pens, 
making periodic adjustments, lubricating moving parts and making 
minor repairs.  Non-routine maintenance and major repairs or 
replacement shall be performed on an actual costs basis with the 
customer reimbursing the Company for such cost.

12.  Contracts:  An initial three-year facilities contract may 
be required where applicant requires new or added serving 
capacity exceeding 2,000 kva.

13.  Steel Surcharge Adjustment:  The rates above are subject to 
adjustment as provided in Park K of the Preliminary Statement, 
at a billing factor of 0.026 cents per kwh.





Advice Letter No. 674-E                 Date Filed April 4, 1985
Decision No. 83-08-056                     Effective May 1, 1985
                                        Resolution No.  AR-92454


                         Michael R. Peevey
                       Senior Vice President


                            Revised Cal. P.U.C. Sheet No. 7816-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 6047-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                             Rule No. 21
                COGENERATION AND SMALL POWER PRODUCTION
                      INTERCONNECTION STANDARDS


General.  This rule sets forth requirements and conditions for 
interconnected non Company-owned generation where such 
generation may be connected for (1) parallel operation with the 
service of the Company or (2) isolated operation with standby or 
breakdown service provided by the Company.  For purposes of this 
rule, the interconnecting entity shall be designated the 
Producer.

B.  Conditions.

    1.  An agreement executed by the Company and the Producer 
shall be required for interconnected service.  Terms for the 
purchase of power by the Company if applicable, shall be 
included therein.

    2.  Interconnection with the Company's system may not be 
made until and unless the Company has determined that the 
interconnection complies with the design and operating 
requirements set forth herein.

    3.  Where interconnection protective equipment is owned, 
operated and maintained by the Producer, the Producer shall be 
responsible for damages to the Company or to others arising out 
of the misoperation or malfunction of the Producer-owned 
equipment.

    4.  The Producer is solely responsible for providing 
adequate protection for the Producer's facilities interconnected 
with the Company's system.

C.  Design and Operating Requirements.  Each generation facility 
which is or can be connected to the Company's electric system 
shall be designed and operated so as to prevent or protect 
against the following adverse conditions on the Company's 
system.  These conditions can cause electric service 
degradation, equipment damage, or harm to persons:

1.  Inadvertent and unwanted re-energization of a utility dead 
line or bus.

2.  Interconnection while out of synchronization.

3.  Overcurrent.

4.  Utility system load imbalance.

5.  Ground faults.

6.  Generated alternating current frequency outside permitted 
safe limits.

7.  Voltage generated outside permitted limits.

8.  Poor power factor.

9.  Harmful wave forms.

The necessary protective equipment (relays, switchgear, 
transformers, etc.) can be provided by the Producer or by the 
Company.

Explanatory information, operating rules and guidelines for 
meeting the above requirements for small (below 100kw), medium 
(100-1000 kw), and large (above 1000 kw) facilities are 
contained in the Company's guidelines for cogenerators and small 
power producers.  Copies of said guidelines are available from 
the Company.

D.  Interconnection Facilities.

1.  Interconnection facilities include all required means, and 
apparatus installed, to interconnect the Producer's generation 
with the Company's system.  Where the Producer desires to sell 
power to the Company, interconnection facilities include also 
all required means, and apparatus installed, to enable the 
Company to receive power deliveries from the Producer.  
Interconnection facilities may include, but are not limited to:




Advice Letter No. 640-E              Date Filed January 13, 1984
Decision No. 83-10-093               Effective February 12, 1984
                                     Resolution No. AR-92454


                       Michael R. Peevey
                     Senior Vice President


                            Revised Cal. P.U.C. Sheet No. 7817-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 7209-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                             Rule No. 21
                COGENERATION AND SMALL POWER PRODUCTION
                      INTERCONNECTION STANDARDS
                              (Continued)

D. Interconnection Facilities. (Continued)

    a.  Connection, transformation, switching, communications, 
control, protective and safety equipment; and
    b.  Any necessary reinforcements and additions to the 
Company's system by the Company.

2.  Where interconnection facilities are to be installed for the 
Producer's use as added facilities, the Producer shall advance 
to the Company the installed cost of the added facilities.  At 
the Producer's option, and where such Producer's generation is a 
qualifying facility and the Producer has established credit 
worthiness to the Company's satisfaction, the Company shall 
finance those added facilities it deems to be removable and 
reusable equipment.  Such equipment shall include, but not be 
limited to, transformation, disconnection, and metering 
equipment.  Added facilities provided under either of the 
foregoing arrangements are subject to the monthly charge as set 
forth in Section H of the Company's Rule No. 2 Description of 
Service, on file with and authorized by the Commission.

3.  When a Producer wishes to reserve facilities paid for by the 
Producer, but idled by an energy sale conversion, the Company 
shall impose a special facilities charge reimbursing the Company 
for costs related to its operation and maintenance of the 
facility.  When a Producer no longer needs facilities for which 
it has paid, the Producer shall, at a minimum, receive from the 
Company credit for the net salvage value of the facilities 
dedicated to Company use.  If the Company is able to make use of 
these facilities to serve other customers, the Producer shall 
receive the fair market value of the facilities determined as of 
the date the Producer either decides no longer to use the 
facilities or fails to pay the required maintenance fee.

4.  The Producer shall be responsible for the costs of exploring 
the feasibility of a project or its interconnection with the 
Company system, including reasonable advance charges imposed by 
the Company for feasibility studies.

5.  An interconnection line study for any Producer shall take no 
more than one year to complete.

6.  The Producer shall be responsible for the costs of 
telemetering and safety checks except to the extent that, under 
the Company's effective tariffs, a comparable customer would not 
be similarly charged.

7.  The Company shall, upon request, give the Producer a binding 
estimate for line extension and interconnection costs; however, 
such estimates shall be in effect for a period not to exceed one 
year from the date provided.  A reasonable breakdown of cost 
estimates shall also be provided in a form sufficiently detailed 
and understandable by the Producer.

8.  The Company shall have the right to inspect the Producer's 
interconnection facilities prior to the commencement of parallel 
operations and require modifications as necessary.

9.  The site of interconnection facilities shall be accessible 
to Company personnel.

E.  Interconnection Reinforcement and/or Additions.  The 
Company's effective tariffs governing interconnection costs and 
added or special facilities agreements shall be applied to line 
and system reinforcement and/or additions.  In addition, the 
following shall apply:

1.  A Producer shall pay for new or additional line capacity if 
necessary for the Company to receive the Producer's power.

2.  The costs of any line reinforcement and/or addition 
undertaken at the option of the Company to serve additional 
future customers or Producers shall be borne by the Company.


Advice Letter No.  640-E             Date Filed January 13, 1984
Decision No. 83-10-093               Effective February 12, 1984
                                     Resolution No. AR-92454

                        Michael R. Peevey
                      Senior Vice President
                            Revised Cal. P.U.C. Sheet No. 7818-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 6049-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                             Rule No. 21
                COGENERATION AND SMALL POWER PRODUCTION
                      INTERCONNECTION STANDARDS
                             (Continued)


E.  Interconnection Reinforcement and/or Additions. (Continued)

    3.  For two or more Producers seeking to use an existing 
line, a first come, first served approach shall be used.  This 
approach shall require that the first Producer to request an 
interconnection shall, pursuant to written agreement, have the 
right to use the existing line and shall incur no obligation for 
costs associated with future line capacity needed to accommodate 
other Producers or customers.  The Company's Standard Offer 
and/or power purchase agreements for cogeneration and small 
power production facilities shall specify the date by which the 
Producer must begin construction.  If that date passes and 
construction has not commenced, the Producer shall be given 30 
days to correct the deficiency after receiving a reminder from 
the Company that the construction start-up date has passed.  If 
construction has not commenced after the 30-day corrective 
period, the Company shall have the right to withdraw its 
commitment to the first Producer and offer the right to 
interconnect on the existing line to the next Producer in order.  
If two Producers establish the right of first-in-time 
simultaneously, the two Producers shall share the costs of any 
additional line capacity necessary to facilitate their 
cumulative capacity requirements.  Costs shall be shares based 
on the relative proportion of capacity each Producer will add to 
the line.

4.  The applicable Company tariff provisions shall be applied to 
a Producer who pays for interconnection reinforcement and/or 
additions that later accommodate a second Producer as those 
provisions which would be applied to a comparable Company 
customer.

5.  The Producer shall be responsible for the costs of only 
those future system alterations which are necessary to maintain 
the California Public Utilities Commission's adopted 
interconnection standards for the Producer's particular 
interconnection facilities.  The relevant interconnection 
standards shall be those in effect at the time the contract is 
signed.  Should much alterations not be directly required by, or 
beneficial to the Producer, the Producer shall be treated like 
any other customer on the Company's system.

F.  Watering.

1.  If the Producer desires to sell electric power to the 
Company, the Company shall provide, own and maintain at the 
Producer's expense all necessary meters and associated equipment 
to be utilized for the measurement of energy and capacity for 
determining the Company's payment to the Producer pursuant to an 
applicable agreement.

2.  For purposes of monitoring generator operation an 
determination of standby charges, the Company shall have the 
right to install generation metering at the Producer's expense, 
where the Producer's generation is 10 mw or greater, 
telemetering equipment may also be required at the Producer's 
expense.

3.  The Producer shall provide, at no expense to the Company, a 
suitable location for all meters and associated equipment in 
accordance with Rule No. 16.

4.  Where necessary the Company and the Producer shall agree on 
an appropriate compensation method for transformer losses as 
specified in the agreement.

5.  The Company shall install a ratchet device so as to prevent 
reverse operation on the meter(s) recording power provided by 
the Company, and where appropriate in each of the following 
cases on, (i) the meter(s) recording reactive demand imposed on 
the Company's electric system, and (ii) the meter(s) recording 
power purchased by the Company.

6.  Provision for meter tests and adjustments of bills or 
payments to the Producer for meter error shall be consistent 
with Rule No. 17.

End of Appendix C - Tariff Schedule No. TOU-8 Rule 21



                      APPENDIX D


Not attached.  Please refer to the "Fifth Interim Opinion, 
Qualifying Facility Milestone Procedure, the Fourth Edition".  
Decision 86-04-053 April 16, 1986, I. 84-04-077 (filed April 18, 
1984) before the Public Utilities Commission of the State of 
California.)




                          AMENDMENT NO. 1
            TENNECO OIL COMPANY POWER PURCHASE AGREEMENT
                         (NEWHALL PHASE I)

                          AMENDMENT NO. 1
                               TO THE
                      POWER PURCHASE CONTRACT
                         (NEWHALL PHASE I)
                              BETWEEN
                 SOUTHERN CALIFORNIA EDISON COMPANY
                                AND
                         TENNECO OIL COMPANY

1.  PARTIES

The parties to this Amendment No. 1 ("Amendment") to the Power 
Purchase Contract are Tenneco Oil Company, hereinafter referred 
to as "Tenneco," a Delaware corporation, and Southern California 
Edison Company, a California corporation, hereinafter referred 
to as "Edison," individually "Party," collectively "Parties."

RECITALS

    2.1  On December 20, 1985, Tenneco and Edison executed an 
agreement entitled Power Purchase Contract/(Newhall Phase I) 
between Tenneco Oil Company and Southern California Edison 
Company (referred to in this Amendment as "original Contract").

    2.2  The Parties desire to amend the Original Contract to 
incorporate the executed Interconnection Facilities Agreement.

3.  AGREEMENT

In consideration of the terms and conditions contained in this 
amendment, the Parties agree as follows:

    3.1  Effective Date
         This Amendment No. 1 shall become effective on the date 
of execution by the parties.

    3.2  Changes to the Original Contract Provisions
         The following changes shall be made in the Original 
Contract:

    3.2.1 On Page 9 of the Original Contract, insert a new 
section following Section 4.27 and renumber subsequent sections 
as follows:  "Section 4.28".
    4.28  Qualifying Facility Milestone Procedure ("QFMP")
A statewide procedure adopted by the Commission in Decision No. 
85-01-038 on January 16, 1985, as modified by Decision No. 85-
06-163, Decision No. 85-08-045 and Decision No. 85-11-017, and 
as may be modified by future Commission decisions following from 
QFMP quarterly reviews as ordered in Commission Decision No. 85-
12-075, attached hereto as Appendix D and incorporated herein by 
reference.  The QFMP contains milestones used to (1) establish 
an on-going statewide interconnection priority procedure for 
Qualify Facilities ("QF") projects wishing to interconnect with 
an electric utility's electrical system; (2) determine the 
current status of QF development in the state; and (3) establish 
an on-going tracking of QF development to aid in transmission 
and resource planning.

    3.2.2  On Page 38 of the Original Contract, add the 
following new section number 25;

25. OBLIGATIONS OF THE PARTIES UNDER THE QUALIFYING FACILITY 
MILESTONE PROCEDURE

    25.1 To accommodate power deliveries from Seller's 
Generating Facility under this Agreement, Edison shall 
interconnect Seller's Generating Facility to the Edison electric 
system in accordance with the terms of this Agreement, Edison's 
Tariff Rule No. 21, and the QFMP.

    25.2 Seller acknowledges that it has read Edison's Tariff 
Rule No. 21 and the QFMP and Seller understands its obligations 
and the consequences to Seller for failure to meet any of the 
QFMP milestones.  Failure to meet any of the milestones may 
result in the termination of this Agreement and forfeiture of 
Seller's Project Fee for the reasons set for in the QFMP.

    25.3  Within ten (10) working days after compliance with a 
WFMP milestone or the date scheduled for Seller's compliance 
with a QFMP milestone, whichever occurs first, Seller shall 
submit written notification to Edison that a particular QFMP 
milestone either has or has not been met.  Pursuant to the QFMP, 
Edison shall notify Seller, in writing, within fifteen (15) 
working days, after Seller'' notification or after the date 
scheduled for Seller's compliance with a particular QFMP 
milestone, whichever comes first, whether Seller is or is not in 
compliance with that particular QFMP milestone.

    25.3.1  If Seller's performance is not in compliance with a 
schedule QFMP milestone, Edison shall enumerate the reasons for 
such non-compliance in said written notification to Seller.

    25.3.2  Seller shall have fifteen (15) working days from the 
date it receives Edison's written notification of noncompliance 
to cure any deficiency to effectuate compliance with a QFMP 
milestone.

    25.3.3  If Seller fails to cure said deficiency within the 
fifteen (15) working day cure period, Edison shall, within ten 
(10) working days thereafter notify Seller that it has missed 
that particular QFMP milestone.

    25.4  If Seller misses a QFMP milestone pursuant to Section 
25.3.3 herein, Seller shall lose its priority for transmission 
capacity.

    25.4.1  Seller shall have forty-five (45) calendar days, 
commencing with the date of receipt of written notification from 
Edison of the missed QFMP milestone to establish a new priority 
for transmission capacity.  To establish said priority, Seller 
must provide Edison with information indicating the continued 
viability of Seller's project.  Such information, pursuant to 
the QFMP, shall include:

(i) An updated project definition; and

(ii) An updated final project development schedule or 
preliminary development schedule, whichever is appropriate; and

(iii)  A written request for a new interconnection study; if 
both Seller and Edison agree that tone is necessary, Seller 
shall pay the cost of such study as appropriate.

If Seller fails to provide the information required pursuant to 
Section 25.4.1 herein, Seller's project shall be deemed no 
longer viable; the Project Fee shall be forfeited and this 
Agreement shall terminate.

3.2.3  Incorporate Appendix A.3, Pages A.3-1 to A.3-3 and 
attachment to Appendix 3, Pages 1-6.

3.2.4  On Page ii of the Original Contract under Appendices 
Section, add the following:
   Appendix D - Qualifying Facility Milestone Procedure 
and add this attachment, Appendix D to the appendix section.

4. OTHER CONTRACT TERMS AND CONDITIONS

Except as expressly amended hereby, all other terms and 
conditions of the original contract shall remain in force and 
effect.

5.  DUPLICATE ORIGINAL

This Amendment No. 1 is executed in two originals.  The 
signatories hereto represent that they have been appropriately 
authorized to enter into this Amendment on behalf of the Party 
for whom they sign.  This Amendment is hereby executed as of 
this 25th day of August 1986.

                              TENNECO OIL COMPANY



                              By:  Robert T. Bogan



                              SOUTHERN CALIFORNIA EDISON COMPANY



                              By:  Glenn J. Bjorklund
                                    Vice President


















                         AMENDMENT NO. 2

                              TO THE

                     POWER PURCHASE AGREEMENT

                             BETWEEN

                       TENNECO OIL COMPANY

                               AND

                 SOUTHERN CALIFORNIA EDISON COMPANY







                       AMENDMENT NO. 2 TO THE
                  POWER PURCHASE AGREEMENT BETWEEN
                       TENNECO OIL COMPANY AND
                 SOUTHERN CALIFORNIA EDISON COMPANY


1.  PARTIES.  This Amendment No. 2 to the Power Purchase 
Agreement between Tenneco Oil Company and Southern California 
Edison Company ("Agreement") is entered into between Tenneco Oil 
Company ("Seller") and Southern California Edison Company 
("Edison"); individually "Party" and collectively "Parties".

2.  RECITALS.  This Amendment No. 2 to the Agreement is made 
with reference to the following facts, among others:

    2.1  The Parties executed the Agreement on August 25, 1986.

    2.2  The Contract specified "Seller Owned and Operated 
Basis" as the Interconnection Facilities Agreement option for 
providing the project's interconnection facilities as set forth 
in Appendix A of the Agreement.

    2.3  Seller wishes to change the Interconnection Facilities 
Agreement option to the "Added Facilities Basis" option.

    2.4  The Parties desire to amend the Agreement to change the 
Interconnection Facilities Agreement to the "Added Facilities 
Basis" option.

3.  AGREEMENT:  The Parties hereby agree to amend the Agreement 
as follows:

    3.1  Page ii of the Table of Contents shall be amended to 
eliminate the reference to Appendix A.2 - Capital Contribution 
Basis, and it shall be replaced with a reference to Appendix A.1 
- - Interconnection Facilities - Added Facilities Basis.

    3.2  Page 8 of the Agreement shall delete the reference to 
Appendix A.2 on Line 4, and shall replace it with Appendix A.1.

    3.3  Part II, Page 40 and 41 of the Agreement shall be 
amended to indicate that Seller elects the Added Faciliites 
Basis.  Therefore, the "x" on page 41 will be eliminated, and a 
"x" will be added on Page 40 next to Appendix A.1.

    3.4  Appendix A of the Agreement is deleted and replaced by 
the attached Appendix A.
OTHER CONTRACT TERMS AND CONDITIONS:  Except as expressly 
amended, the terms and conditions of the original Agreement 
shall remain in full force and effect.

5.  SIGNATURE CLAUSE:  The signatories hereto represent that 
they have been appropriately authorized to enter into this 
Amendment No. 2 to the Agreement on behalf of the Party for whom 
they sign.

6.  EFFECTIVE DATE:  This Amendment No. 2 to the Agreement shall 
become effective on the latter of the two signature dates below.



                                  SOUTHERN CALIFORNIA EDISON


                                  By:  Glenn J. Bjorklund
                                        Vice President


                                  Date:  June 19, 1987



                                  TENNECO OIL COMPANY


                                  By:    Robert T. Bogan
                                        Vice President and
                                      Division General Manager


                                  Date:   June 15, 1987





                        NEWHALL PHASE II
 

                     SCE STANDARD AGREEMENT 

                       FIRM POWER PURCHASE 


                    POWER PURCHASE AGREEMENT 

                            BETWEEN 

                      TENNECO OIL COMPANY 

                              AND 

              SOUTHERN CALIFORNIA EDISON COMPANY 

                      DECEMBER 10, 1985 
 


DOCUMENT NO. 3099H 
 
 



                        NEWHALL PHASE II

                       TABLE OF CONTENTS

SECTION               TITLE                                  PAGE 

        PART I:   GENERAL TERMS AND CONDITIONS 

1                 PARTIES                                      1

2                 RECITALS                                     1

3                 OPERATING OPTIONS                            2

4                 DEFINITIONS                                  5

5                 TERM AND TERMINATION                        11

6                 OWNERSHIP AND CONTROL OF                    15
                    GENERATING FACILITY  

7                 DESIGN AND CONSTRUCTION                     15
                    OF GENERATING FACILITY 

8                OPERATION OF GENERATION                      18
                   FACILITY 

9                DISCLAIMER                                   22

10               METERING                                     23

11               AVAILABILITY                                 25

12               BILLING                                      26

13               PROPERTY AND LAND RIGHTS                     27

14               TAXES                                        28

15               LIABILITY                                    29

16               INSURANCE                                    31

17               UNCONTROLLABLE FORCES                        33

18               NOTICES                                      35


19               NONDEDICATION OF FACILITIES                  36

20               PREVIOUS COMMUNICATIONS                      36



 
Page i

                     NEWHALL PHASE II

TABLE OF CONTENTS (Cont'd) 

SECTION                TITLE                                 PAGE 

21               NONWAIVER                                    37 

22               SUCCESSORS & ASSIGNS                         37

23               EFFECT OF SECTION HEADINGS                   38 

24               GOVERNING LAW                                38 

               PART II: INTERCONNECTION FACILITIES 

1                INTERCONNECTION FACILITIES DESIGN            39

2                OWNERSHIP AND OPERATION OF                   40
                   INTERCONNECTION FACILITIES 

               PART III: PURCHASE AND PAYMENT PROVISIONS 

1                POWER PURCHASE AND SALE                      42

2                PROCEDURE FOR MONTHLY PAYMENT                44

               PART IV: AGREEMENT AND SIGNATURE 

1                AGREEMENT AND SIGNATURE                      46


               APPENDICES 

APPENDIX A.1 - Interconnection Facilities - Added Facilities Basis 
                                       (Added by Amendment No. 2, 6/15/87)

APPENDIX A-3 - Firm Power Purchase (Added 8/25/86 by Amendment No. 1)

APPENDIX B.1 - Energy Purchase Provision 

APPENDIX B.2 - Firm Power Purchase Provision 

APPENDIX C - Tariff Schedule TOU-8 Rule 21. 

APPENDIX D - Qualifying Facility Milestone Procedure

Document No. 3099H 

Page ii


                          NEWHALL PHASE II

1.  PARTIES 

The Parties to this Agreement are Tenneco Oil Company, a Delaware corporation, 
hereinafter referred to as "Seller", and Southern California Edison Company, 
a California corporation, hereinafter referred to as 'Edison', individually 
'Party' , collectively "Parties".

2.  RECITALS 

2.1   Seller desires to construct, own, Operate and Control a 21,760 kW 
Generating Facility at Seller's Facility located at SW 1/4, Section 31, T4N, 
R15W, Los Angeles County, California, and sell 19,600 kw of Contract Capacity 
to Edison with an expected Firm Operation date of July 1, 1990, for a Contract
Term of 12 years. 

Seller's Generating Facility is a (check one): 
(x)   Cogeneration Facility 
( )   Small Power Production Facility 

Seller shall commence construction of the Generating Facility on November 
1, 1989. 

2.2   (Options II and III pursuant to Section 3 below) 

Seller desires to purchase from Edison, under the provisions of this 
Agreement and pursuant to Edison's tariffs filed with the Commission, that 
portion of the electrical requirements of Seller's Facility which are not 
supplied by the Generating 

Page 1 of 46




Facility and which do not exceed the capability of Edison's facilities 
installed at Seller's Facility. 

2.3   Edison desires to purchase the Contract Capacity and Energy made 
available by Seller to Edison from Seller's Generating Facility. Edison 
desires that this source of electric power be as reliable as reasonably 
possible. 

2.4   The Parties desire, by this Agreement, to establish the terms, 
conditions, and obligations pursuant to which.they can accomplish 
the above desires and needs. 

2.5   Seller's Generating Facility is a Qualifying Facility. 

3.   OPERATING OPTIONS 

3.1   Seller elects to Operate its' Generating Facility in parallel with 
Edison's Electric System in accordance with the following option (check one): 

  ( ) Option I: Dedication of the entire Generator output to Edison with 
no electrical service required from Edison. 

  ( ) Option II: Dedication of the entire Generator output to Edison with 
electrical service required from Edison. 


Page 2 of 46


  (X) Option III: Dedication to Edison of only the portion of the Generating 
Facility output in excess of Seller's electrical requirements. 

3.2   The Generating Facility will deliver electricity to Edison at a 
nominal 66,000 volts. 

3.3   (Option III pursuant to this Section 3) Seller plans to use as much of 
the electrical energy produced by the Generating Facility to serve the 
electrical requirements of Seller's Facility as is practicable. Seller's 
expected maximum electrical requirement is approximately 1,000 kW. 

3.4   (Small hydro projects only) The Contract Capacity in Section 2.1 
shall be based on the average of the five (5) lowest years of stream flow 
taken from a study covering a minimum 50 years of continuous data. 
(A shorter period may be mutually determined agreed to if data 
for a 50-year period is not obtainable.) 

3.5   Seller may change its operating option as indicated in Section 3.1, 
and its tariff schedule pursuant to Section 12, not more than once 
per year upon at least ninety (90) days prior notice to Edison. 

3.5.1  If the change of operating option results in a reduction of 
Contract Capacity, the provisions in Section 5 shall apply. 

Page 3 of 46

3.5.2   Edison shall process requests for changes of operating option 
in the chronological order received. 

3.5.3   Edison shall not be required to remove or reserve capacity of 
interconnection Facilities made idle by Seller's change of operation option 
and may dedicate such idle facilities at any time to serve other customers or 
to interconnnect with other electric power sources. 

3.5.4   When the Seller wishes to reserve Interconnection Facilities paid for 
by the Seller but idled by a change in operation option, Edison shall impose a 
special facilities charge related to the operation and maintenance of the 
Interconnection Facility. When the Seller no longer needs said facilities for 
which it has paid, the Seller shall receive credit for the net salvage value of 
the Interconnection Facilities dedicated to Edison's use.  If Edison is, able to
make use of these facilities to serve other customers, the Seller shall receive 
the fair market value of the facilities determined as of the date the Seller 
either decides no longer 

page 4 of 46



to use said Facilities or fails to pay the required maintenance fee.

4. DEFINITIONS

When used with initial capitalizations, whether in the singular or 
plural, shall have the following meanings:

4.1   Adjusted Capacity Price: The $/kW-yr capacity purchase 
price based on the Capacity Payment Schedule for the time period 
beginning on the date of Firm Operation and ending on the date of
termination or reduction of Contract Capacity.

4.2   Agreement:  This document, including the appendices attached
herein, as amended from time to time.

4.3   Capacity Payment Schedule: Published capacity schedule table 
as authorized by the CPUC. 

4.4   Cogeneration Facility: The facility and equipment which sequentially 
generate thermal and electrical energy as defined in Title 18, Code of Federal
Regulations (CFR), Section 292.202.

4.5   Commission or CPUC: The Public Utilities Commission of the 
State of California.

4.6   Contract Capacity: That portion of the Generating Facility electric 
power producing capability which is dedicated Edison.


Page 5 of 46


4.7   Contract Capacity Price:   The $kW-yr capacity purchase price 
from the Capacity Payment Schedule for the Contract Term and date 
of Firm Operation. 

4.8   Contract Term: Length of Agreement in years, beginning from 
the date of Firm Operation. 

4.9   Control:  To establish the electrical output of the Generating 
Facility through dispatching procedures including shutdown and startup. 

4.10   Current Contract Capacity Price:  The $/kW-year
capacity price from the Capacity Payment Schedule 
in effect at the time the termination notice is received by 
Edison for a term equal to the number of years from the date 
of termination or reduction of Contract Capacity to the end 
of the Contract Term. 

4.11   Edison Electric System Integrity:  Operation of 
Edison's electric system in a manner which 
minimizes risks of injury to persons and/or 
property and enables Edison to provide adequate and 
reliable electric service to its customers. 

4.12   Emergency: A condition or situation which in 
Edison's sole judgment affects Edison's ability to 
maintain safe, adequate, and continuous electrical 
service. 


Page 6 of 46


4.13   Energy:  Kilowatthours generated by Seller's Generating Facility which 
are purchased by Edison at the Point of Interconnection. 

4.14   Firm Operation: The date mutually agreed upon between the Parties on 
which each generating unit of Seller's Generating Facility is determined to 
be a reliable source of generation and on which such unit can be reasonably 
expected to operate continuously at its effective rating (expressed in kw). 

4.15   Forced Outage: Any outage resulting from a design defect, inadequate 
construction, operator error or electrical or mechanical equipment breakdown 
that fully or partially curtails the electrical output of the Generating 
Facility. 

4.16   Generating Facility:  All of Seller's generators, together with all 
protective and other associated equipment and improvements, necessary 
to produce electrical energy at Seller's Facility excluding associated land, 
land rights or interests in land. 

 4.17   Generator:  The generators and associated prime mover(s), which 
are a part of the Generating Facility. 

4.18   Interconnection Facilities:  Those protection, metering, electric 
line(s), and other facilities


Page 7 of 46


required in the opinion of Edison, to permit an electrical interface 
between Edison and Seller.

4.19   Interconnection Facilities Contract:   That document which is attached 
hereto in Part II, Appendix A.2 and by this reference is incorporated herein 
and made a part hereof.

4.20   KVAR: Reactive kilovolt-ampere, a unit of measure of reactive power.

4.21   Operate. To provide the engineering, purchasing, repair, supervision, 
training, inspection, testing, protection, operation, use, management, 
replacement, retirement, reconstruction,.and maintenance of and for the 
Generating Facility in accordance with applicable utility standards and 
good engineering practices.

4.22   Operating Representatives:   Individual(s) appointed by each Party for 
the purpose of securing effective, cooperation and interchange of information 
between the Parties in connection with administration and technical matters 
related to this Agreement. 

4.23   Peak Months:. Those months which the Edison annual system peak 
demand could occur. Currently, but, subject to change with notice, the peak 
months for the Edison system are June, July, August, and September.


Page 8 of 46



4.24   Point of-Interconnection:   The point where the transfer of electrical 
energy between Edison and Seller takes place.

4.25   Project:  The Generating Facility, Interconnection Facilities 
and metering equipment required to permit operation of Seller's 
Generator in parallel with Edison's electric system. 

4.26   Protective Apparatus: That equipment and apparatus installed by Seller 
and/or Edison pursuant to Section 7.4, Part 1, and Section 1.1, Part II.

4.27   Qualifying Facility: Cogeneration or Small Power Production Facility
which meets the criteria as defined in Title 18, Code of Federal Regulations 
(CFR), Section 292.201 through 292.207.

4.28   Seller's Facility:  The premises and equipment of Seller located as 
specified in Section 2.1.

4.29   Small Power Production Facility:  The facilities and equipment 
which use biomass, waste or renewable resources, including wind, 
solar and water to produce electrical energy as defined in Title 18,
Code of Federal Regulations (CFR), Section 292.201 through 292.207.

4.30   Standby Demand: Seller's electrical load requirement that 
Edison is expected to serve when Seller's Generating Facilitv 
is not available. 


Page 9 of 46

 
4.31   Summer Period: Defined in Edison's Tariff Schedule No. TOU-8 
as now in effect or as may hereafter be authorized by the Commission 
to be revised.

4.32   Tariff Schedule No. TOU-8:  Edison's time-of-use energy tariff 
for electric service exceeding 500 kW, as now in effect or as may 
hereafter be authorized by the Commission to be revised.

4.33   Uncontrollable Forces:  Any occurrence beyond the control 
of a Party which causes that Party to be unable to perform its obligations 
hereunder and which a Party has been unable to overcome by the exercise 
of due diligence, including but not limited to flood, drought, earthquake, 
storm, fire, pestilence, lightning and other natural catastrophes, epidemic, 
war, riot, civil disturbance or disobedience, strike, labor dispute, 
action or inaction of legislative, judicial or regulatory agencies, 
or other proper authority, which may conflict with the terms of this
Agreement, or failure, threat of failure or sabotage of facilities which 
have been maintained in accordance with good engineering and operating
practices in California.


4.34   Winter Period:  Defined in Edison's Tariff Schedule 
No. TOU-8 as now in effect or as may hereafter be authorized by 
the Commission to be revised.


Page 10 of 46






5.   TERMS AND TERMINATION 

5.1   This Agreement shall be binding upon execution and remain in effect 
for the Contract Term provided that it shall terminate if Firm operation 
does not occur within 5 years of the date specified in Section 1.2, Part IV.

5.2   This Agreement may remain in effect beyond the expiration of the 
Contract Term; except that, beyond the expiration of the Contract 
Term, either Party may terminate this Agreement, with or without 
cause, at any time, upon 90 days prior written notice. 

5.3   General Provisions - Termination

5.3.1   This section shall apply if there is a contract termination 
or reduction in Contract Capacity. The parties agree that the amount 
which Edison pays Seller for the Contract Capacity which Seller makes 
available to Edison is based on the agreed value of Seller's performance of 
his obligations to provide capacity during the full Contract Term. 

5.3.2    The Parties agree that the refund and payments provided in Sections 
5.4 and 5.5 represent a fair compensation for the reasonable losses that 
would result from 

Page 11 of 46



such termination or reduction of Contract Capacity. 

5.3.3   In the event of a reduction in Contract Capacity the quantity, 
in kW, by which the Contract Capacity is reduced shall be used to 
calculate the refunds and payments due Edison in accordance with 
Sections 5.4 and 5.5, as applicable. 

5.3.4   Edison shall provide invoices to Seller for all refunds and 
payments due Edison under this section which shall be due 
within 60 days. 

5.3.5   If Seller does not make payments as required in 
Section 5.3.4, Edison shall have the right to offset any amounts due 
it against any present or future payments due Seller. 

5.3.6   Notices of Termination shall be made in accordance with 
Section 18, Part I of the contract. 

5.4   Termination with Prescribed Notice 

5.4.1   Seller may terminate this entire Agreement or reduce the 
Contract Capacity, provided that Seller gives Edison prior written 
notice for a period determined by the 


Page 12 of 46


amount of Contract Capacity terminated or reduced:

    AMOUNT OF CONTRACT 
   CAPACITY TERMINATED                                  LENGTH OF 
      OR REDUCED                                      NOTICE REQUIRED 
  25,000 kW or under                                     12 months 
  25,001 - 50,000 kW                                     36 months 
  50,001 - 100,000 kW                                    48 months 
  over 100,000 kW                                        60 months 

5.4.2   Upon termination or reduction in Contract Capacity, Seller shall 
refund to Edison with interest at the current published Federal Reserve 
Board three (3) months prime commercial paper rate an amount 
equal to the difference between (a) the accumulated capacity payments 
already paid by Edison up to the time the termination notice is 
received and based on the original Contract Term and;  b) the total 
capacity payments which Edison would have paid based on the 
period of Seller's actual performance using the Adjusted 
Capacity Price. 
 
5.4.3   From the date the termination notice is 
received to the date of actual termination 
Edison shall make capacity payments based 
on the Adjusted Capacity Price for the 


Page 13 of 46


amount of Contract Capacity being terminated. 

5.4.4   Edison shall continue to pay for the amount of Contract 
Capacity not being terminated, if any, at the original 
Contract, Capacity Price. 

5.5   Termination Without Prescribed Notice 

5.5.1   If Seller terminates this Agreement or reduces the 
Contract Capacity thereof, without the notice prescribed, the 
provisions in Section 5.4 will all apply. 
Additionally, 

5.5.2   Seller shall pay Edison an amount equal to: 
(1) the amount of Contract Capacity being terminated, times 
(2) the difference between the Current Contract Capacity 
Price and the Contract Capacity Price, times (3) the number 
of years and fractions thereof (not less than 1 year) 
by which the Seller has been deficient in giving prescribed notice. 
In the event that the Current Capacity Price is less than the 
Contract Capacity Price no payment under this Section 5.5.2 shall be 
due either Party. 


Page 14 of 46


5.6   Examples of Termination

   5.6.1   Examples of Termination calculations are given in Appendix B.2.

6.  OWNERSHIP AND CONTROL OF GENERATING FACILITY 

6.1   The Generating Facility shall be owned by Seller. 

6.2   Seller shall Control the Generating Facility; 
except that Seller shall, at any time, if requestd 
by Edison to facilitate maintenance of Edison 
facilities, during periods of Emergency or to 
maintain Edison Electric System Integrity: 
(i) Disconnect the Generator from the Edison 
electric system, or (ii) reduce the electrical output 
of the Generator to the level of the 
Seller's total electrical requirement (applicable 
only to Sellers electing Operating Options I or III 
under Section 3.1). Each party shall endeavor to 
correct, within a reasonable period, the conditions 
on its system which necessitate the disconnect 
obligation or reduction of output.   The disconnect
obligation or reduction of electrical output shall 
be limited to the period of time such a condition 
exists. 

DESIGN AND CONSTRUCTION OF GENERATING FACILITY 

Seller, at no cost to Edison, shall acquire all permits and 
approvals, and complete or have completed all environmental
impact studies


Page 15 of 46


necessary for the construction, and maintenance of the Project.

7.2   Edison shall have the right to review the electrical drawings 
pertaining to the design of the Generating Facility and Seller's 
Interconnection Facilities. Such review may include, but not be
limited to, the Generator governor, excitation system, 
synchronizing equipment, protective relays and neutral grounding.
The Seller shall be notified in writing of the outcome of the Edison
review within 30 days of the receipt of all specifications for 
both the Generating Facility and the Interconnection Facilities. 
Any flaws perceived by Edison in the design shall be described
in Edison's written notice.

7.3   Edison shall have the right to require modifications to the design
as it deems necessary for proper and safe operation of the Project when
in parallel with the Edison electric system. 

7.4   Seller shall furnish, install, operate and maintain 
in good order and repair and without cost to 
Edison, the relays, meters power circuit 
breakers synchronizer and other control and Seller
Protective Apparatus as shall be agreed to by the Parties 
pursuant to Section 7.2 and 7.3 as being 


Page 16 of 46

 

necessary for proper and safe operation of the 
Project in parallel with Edison's electric system.

7.5   Future changes on the Edison electric system and/or 
Seller's system may require modification of the 
design of Seller's Generating Facility or the 
Interconnection Facilities.  Any such modification, 
whether proposed by Edison or Seller shall be 
subject to the provisions of this Section 7.

7.6   (If applicable) Seller shall provide power factor 
correction capacitors for each induction generating 
unit of the Generating Facility. Such capacitors
shall be switched off and on simultaneously with 
said unit. The KVAR rating of such capacitors
shall be the highest standard value which will not 
exceed said unit's no-load KVAR requirement. 

7.7   (Applicable to Wind Parks Only) Seller shall not
locate any part of a wind-driven generating unit of 
the Generating Facility within three (3) rotor
blade diameters of any planned or existing electric 
utility 33 kV, 66 kV, 220 kV or 500 kV transmission  
line right of way or of any such line right of way for
which application has been made to a regulatory authority.

7.8   Edison shall have the right to monitor the 
construction, start-up, operation, and maintenance 


Page 17 of 46


of the Project and have the right to consult with and make 
recommendations to Seller. 

7.9   Edison shall have the right to review the construction 
schedule. Seller shall notify Edison, at least one year in advance 
of Firm Operation, of changes in this schedule which affect the 
Firm Operation, whenever possible. 

8.   OPERATION OF GENERATING FACILITY 

Seller shall Operate the Generating Facility, subject to 
the following provisions: 

8.1   The Generating Facility and Seller Protective Apparatus 
shall be Operated and maintained in accordance with applicable 
utility industry standards and good engineering practices with 
respect to synchronizing, voltage and reactive power control. 

8.2   The Generating Facility shall be operated with all 
of Seller's Protective Apparatus in service whenever the 
Generator is connected to or is operated in parallel with the 
Edison electric system. Any deviation for brief periods of 
emergency or maintenance shall only be by mutual agreement. 

8.3   Seller shall operate and maintain the Project in a 
prudent manner which will produce maximum Energy to 
the extent that conditions permit.

Page 18 of 46


8.4   Each Party shall keep the other Party's Operating 
Representative informed as to the operating schedule 
of their respective facilities affecting each other's 
operation hereunder, including any reduction in Contract 
Capacity availability related to this Agreement. 
In addition, Seller shall provide Edison with reasonable 
advance notice regarding its scheduled outages including any 
reduction in Contract Capacity availability. 
Reasonable advance notice is as follows: 

     SCHEDULED OUTAGE                                   ADVANCE NOTICE
    EXPECTED DURATION                                     TO EDISON

  Less than one day                                        24 Hours
  One day or more                                           1  Week
   (except major overhaul)
  Major overhaul                                            6  Months


8.5   Notification by each Party's Operating Representative of 
outage date and duration should be directed to the other Party's 
Operating Representative by telephone. 

8.6   Seller shall not schedule major overhauls during Peak Months. 

8.7   Seller shall Make reasonable efforts to schedule routine
maintenance outside the Peak Months but in no event shall 
outages for scheduled maintenance exceed 30 peak 
hours during the Peak Months. 

8.8   Seller shall maintain an operating log at Seller's 
Facility with records of:  real and reactive power


Page 19 of 46


production, changes in operating status, outages, 
Protective Apparatus operation's and any unusual 
conditions found during inspections.  For Generators 
which are 'block-loaded' to a specific kW capacity, 
changes in this setting shall also be logged.  In addition, 
Seller shall maintain records applicable to the Generating 
Facility, including the electrical characteristics of the 
Generator and settings or adjustments of the Generator control 
equipment and protective devices. Such information 
shall be available to Edison upon request and copies of such 
operating log and records shall be provided, if requested, to 
Edison within thirty (30) days of Edison's request.

8.9   If, at any time, Edison has reason to doubt the 
integrity of any of Seller's Protective Apparatus 
and suspect's that such loss of integrity would be 
hazardous to the Edison Electric System Integrity, 
Seller shall demonstrate, to Edison's satisfaction, 
the correct calibration and operation of the 
equipment in question. 

8.10   Seller shall test all protective devices specified 
in Section 7.4 with qualified personnel at intervals not 
to exceed four (4) years. 

8.11   Seller shall notify Edison at least fourteen (14) 
calendar days prior to:  (1) the initial parallel


Page 20 of 46


operation of each of Seller's Generators; (2) the 
initial testing of Seller's Protective Apparatus.  Edison 
shall have the right to have a representative present 
at such times. 

8.12   Seller shall, to the extent possible provide reactive 
power for its own requirements and where applicable the 
reactive power losses of interfacing transformers. 
reactive power to Edison unless otherwise agreed 
upon between the Parties. 

8.13   The Seller warrants that the Generating Facility 
meets the requirements of a Qualifying Facility as 
Seller shall not deliver excess of the effective date 
of this Agreement and continuing through the 
Contract Term. 

8.14   The Seller warrants that the Generating Facility 
shall at all times conform to all applicable laws 
and regulations. Seller shall obtain and maintain any 
governmental authorizations and permits for the 
continued operation of the Generating Facility.  If
at any time Seller does not hold such authorization 
and permits, Seller agrees to reimburse Edison for 
any loss which Edison incurs as a result of the 
Seller's failure to maintain governmental 
authorization and permits. 

8.15   At Edison's request Seller shall make all 
reasonable effort to deliver power at an average

Page 21 of 46




rate of delivery at least equal to the Contract Capacity during 
periods of Emergency.  In the event that the Seller has 
previously scheduled an outage coincident with an 
Emergency, Seller shall make all reasonable efforts to 
reschedule the outage. The notification periods listed 
in Section 8.4 shall be waived by Edison if Seller 
reschedules the outage.

DISCLAIMER

Any review by Edison of the design, construction, 
operation, or maintenance of the Project is solely for 
the information of Edison.  By making such review, Edison 
makes no representation as to the economic and technical 
feasibility, operational capability, or reliability of the Project. 
Seller shall in no way represent to any third party that any such 
review by Edison of the Project, including but not limited to, 
any review of the design, construction, operation, or maintenance 
of the Project by Edison is a representation by Edison as to the 
economic and technical feasibility, operational capability, or 
reliability of said facilities. Seller is solely responsible for 
economic and technical feasibility, operational capability, 
or reliability thereof.  Edison shall not be liable to Seller for, and 
Seller shall defend and indemnify Edison from, any claim, 
cost, loss, damage, or liability arising from any contrary 
representation concerning the effect of Edison's 


Page 22 of 46


review of the design, construction, operation, or 
maintenance of the Project. 

10.   METERING

10.1   Edison shall provide, own and maintain at the Seller's 
expense all necessary meters and associated equipment to 
be utilized for the measurement of Energy and Contract 
Capacity for determining Edison's payments to Seller 
pursuant to this Agreement. 

10.2   The metering equipment used for metering the Energy
sold to Edison shall at Seller's option be located 
(Check one): 

    ( )  a.  on Edison's side of the Interconnection Facilities, or 

    (x)  b.  on the Seller's side of the Interconnection
Facilities.  A loss compensation factor agreed to by the 
Seller and Edison shall be applied. At the written request of the 
Seller, and at Seller's sole expense, Edison shall measure actual 
transformer losses.  If the actual measured value differs 
from the agreed-upon loss compensation factor, 
the actual value shall be applied prospectively. 

10.3   If meters are placed on Edison's side of the 
Interconnection Facilities, service shall be 


Page 23 of 46

provided at the available transformer high-side voltage.

10.4   (Options II and III pursuant to Section 3)  
Edison shall provide, own and maintain at its expense all 
necessary meters and associated equipment to be utilized 
for billing Seller if Edison provides electric service to Seller. 

10.5   For purposes of monitoring the Generator operation 
and the determination of standby charges, Edison shall have 
the right to require at Seller's expense installation of 
generation metering.  Edison may also require the 
installation of telemetering equipment at Seller's 
expense for Generating Facilities equal to or greater 
than 10 MW.  Edison may require the installation 
of telemetering equipment at Edison's expense for 
Generating Facilities less than 10 MW. 

10.6   Seller shall provide, at no expense to Edison, 
a suitable location for all meters and associated 
equipment referred to in this Section 10. 

10.7   Edison shall install a ratchet device on (i) the 
meter(s) recording energy provided by Edison (if applicable), 
(ii) the meter(s) recording reactive demand imposed 
on the Edison electric system, and (iii) the meter(s) 
recording Energy sold to Edison, to prevent their 
reverse operation. 


Page 24 of 46


10.8   Edison's meters shall be sealed and the seals shall 
be broken only when the meters are to be inspected, 
tested, or adjusted by Edison. Seller shall be given 
reasonable notice of testing and have the right to 
have its representative present on such occasions. 

10.9   Edison's meters installed pursuant to this 
Agreement shall be tested by Edison, at Edison's 
expense, at least once each year and at any 
reasonable time upon request by either Party, at 
the requesting Party's expense.  If Seller makes 
such request, Seller shall reimburse said expense 
to Edison within thirty (30) days after presentation 
of a bill therefore. 

10.10   Metering equipment found to be inaccurate shall be 
repaired, adjusted, or replaced by Edison such that the 
metering accuracy of said equipment shall be within two 
percent (2%). If metering equipment inaccuracy exceeds two 
percent (2%), the correct amount of Energy delivered during 
the period of said inaccuracy shall be estimated by Edison and 
agreed upon by the Parties. 

AVAILABILITY 

11.1   Outages:  Seller shall make all reasonable efforts 
to limit the outages of the Generating Facility:


Page 25 of 46


11.2   Periodic Demonstration:

11.2.1   Edison shall have the right to require 
the availability of the Generating Facility at least 
once per year. 

11.2.2   The demonstration shall be conducted at a 
time and under procedures mutually agreed upon by
the Parties.  Demonstration shall be at Seller's expense.

11.2.3   Seller shall demonstrate the ability of
the Generating Facility to produce Contract 
Capacity for a mutually agreed period of time.

12.1   (Option III pursuant to Section 3.1, Part I) 
Standby electric service shall be provided pursuant 
to a separate Agreement under terms and conditions 
of Edison's tariff schedule as now in effect or as 
may hereafter be authorized by the Commission to be 
revised. 

12.2   (Options II and III pursuant to Section 3.1, Part I) 
Electric service shall be provided pursuant 
to separate Agreement under terms, conditions and 
rates of Edison's tariff schedule as now in effect or 
as may hereafter be authorized by the Commission
to be revised. 


Page 26 of 46


12.3   Monthly charges associated with Interconnection Facilities 
shall be billed pursuant to the Interconnection Facilities Contract. 

12.4   Edison shall commence billing Seller for electric service 
rendered pursuant to the applicable schedule referred to in this 
Section on the date that the Point of Interconnection is energized. 

13.   PROPERTY AND LAND RIGHTS 

13.1   Edison shall, as it deems necessary or desirable, 
build electric lines, facilities and other 
equipment, both overhead and underground, on and 
off Seller's Facility, for the purpose of effecting 
the arrangements contemplated in this Agreement 
after satisfaction of the requirements of Sections 
13.2 and 13.3.  The physical location of such 
electrical line, facilities and other equipment on 
Seller's Facility shall be determined by agreement 
of the Parties. 

13.2   Seller shall reimburse Edison for the cost of 
acquiring any property rights off Seller's Facility 
which are required by Edison to meet its 
obligations to Seller under this Agreement. 

13.3   Seller shall grant to Edison, without cost to 
Edison, and by a mutually acceptable instrument of 
conveyance, the following: 


Page 27 of 46


13.3.1   Rights of way, easements and other property 
interests necessary to construct, reconstruct, use, 
maintain, alter, add to, enlarge, repair, replace, 
inspect and remove at any time, the electric 
lines, facilities or other equipment, both
overhead and underground, which is 
required by Edison to effect the 
arrangements contemplated in this Agreement

13.3.2   The rights of ingress and egress at all 
reasonable times necessary for Edison to
perform any one or more of the activities
contemplated in this Agreement.

13.4   The electric lines, facilities, or other equipment 
referred to in this Section 13 installed by Edison 
on or off Seller's Facility shall be and remain the 
property of Edison.

13.5   Edison shall have no obligation to Seller for any
delay or cancellation due to inability to acquire a
satisfactory right of way.

14.   TAXES
 
14.1   Ad valorem taxes and other taxes properly 
attributed to the Seller's Facility shall be paid by Seller.  
If such taxes are assessed or levied against Edison, 
Seller shall pay Edison the amount 


Page 28 of 46


of such assessment or levy within thirty (30) days
of presentation of documentation thereof. 

14.2   The Parties shall provide information concerning 
the Project to any requesting taxing authority. 

15.   LIABILITY

15.1   Each Party (First Party) releases the other Party 
(Second Party), its directors, officers, employees 
and agents from any loss, damage, claim, cost, 
charge, or expense of any kind or nature (including
any direct, indirect or consequential loss, damage
claim, cost, charge, or expense) including 
attorney's fees and other cost of litigation 
incurred by the First Party in connection with 
damage to property of the First Party caused by or
arising out of the Second Party's construction, 
engineering, repair, supervision, inspection, 
testing, protection, operation, maintenance, 
replacement, reconstruction, use or ownership of 
its facilities, to the extent that such loss, damage, 
claim, cost, charge, or expense is caused 
by the negligence of Second Party, its directors, 
officers, employees, agents, or any person or 
entity whose negligence would be imputed to 
Second Party. 

15.2   Each Party shall indemnify and hold harmless,
the, other Party, its directors, officers, and employees

Page 29 of 46


or Agents from and against any loss, damage, claim, 
cost, charge, (including direct, indirect or 
consequential loss, damage, claim, cost, charge, or 
expense), including attorney's fees and other costs 
of litigation incurred by the other Party in 
connection with the injury to or death of any 
person or damage to property of a third party 
arising out of the indemnifying Party's 
construction, engineering, repair, supervision, 
inspection, testing, protection, operation, 
maintenance, replacement, reconstruction, 
use, or ownership of its facilities, to the extent that 
such loss, damage, claim, cost, charge, or expense 
is caused by the negligence of the indemnifying 
Party, its directors, officers, employees, agents, 
or any person or entity whose negligence would be 
imputed to the indemnifying Party; provided, 
however, that each Party shall be solely responsible 
for and shall bear all cost of claims brought by its 
contractors or its own employees and shall 
indemnify and hold harmless the other Party 
for any such costs including costs arising out of 
any workers compensation law. 

15.3   The provisions of this Section 15 shall not be 
construed so as to relieve any insurer of its
obligations to pay any insurance claims in


Page 30 of 46


accordance with the provisions of any valid 
insurance policy. 

15.4   Neither Party shall be indemnified under this 
Section 15 for its liability or loss resulting from 
sole negligence or willful misconduct. 

16.   INSURANCE

16.1   During the term of this Agreement, Seller shall 
obtain and maintain in force as hereinafter 
provided comprehensive general liability insurance, 
including contractual liability coverage, with a 
combined single limit of not less than 
$1,000,000 each occurrence for Generating 
Facilities 100 kW or greater; (ii) not less than
$500,000 for each occurrence for Generating 
Facilities between 20 kW and 100 kw; and (iii) not 
less than $100,000 for each occurrence for 
Generating Facilities less than 20 kW.   The
insurance carrier or carriers and form of policy 
shall be subject to review and approval by Edison. 

16.2   Prior to the date Seller's Generating Facility is 
first operated in parallel with Edison's electric 
system, Seller shall (i) furnish certificate of
insurance to Edison, which certificate shall 
provide that such insurance shall not be terminated
nor expire except on thirty (30) days prior written 
notice to Edison, (ii) maintain such insurance in


Page 31 of 46


effect for so long as Seller's Generating Facility
is operated in parallel with Edison's electric system, and 
(iii) furnish to Edison an additional insured endorsement 
with respect to such insurance in substantially the 
following form: 

"In consideration of the premium charged, Southern California 
Edison Company ('Edison") is named as additional insured with 
respect to all liabilities arising out of Seller's use and ownership 
of Seller's Generating Facility." 

"The inclusion of more than one insured under this policy shall 
not operate to impair the rights of one insured against another 
insured and the coverages afforded by this policy will apply as 
though separate policies had been issued to each insured. The 
inclusion of more than one insured will not, however, operate 
to increase the limit of the carrier's liability. Edison will not, 
by reason of its inclusion under this policy, incur liability to 
the insurance carrier for payment of premium for this policy." 

"Any other insurance carried by Edison which may be 
applicable shall be deemed excess insurance and Seller's 
insurance primary for all purposes despite any conflicting 
provisions in Seller's policy to the contrary."

If the requirement of Section 16.2 (iii) prevents 
Seller from obtaining the insurance required in 
Section 16.1, then upon written notification by 
Seller to Edison, Section 16.2 (iii) shall be waived. 

16.3   The requirements of this Section 16.1 shall not 
apply to a Seller who is a self-insured.

Page 32 of 46


governmental agency with an established self-insurance. 

16.4   If Seller fails to comply with the provisions of this 
Section 16, Seller shall, at its own cost, defend, indemnify, 
and hold harmless Edison, its directors, officers, employees, 
agents, assigns, and successors in interest from and against 
any and all loss, damage, claim, cost, charge, or expense 
of any kind of nature (including direct, indirect or consequential 
loss, damage, claim, cost, charge, or expense, including 
attorney's fees and other costs of litigation) resulting 
from the death or injury to any person or damage to 
any property, including the personnel and property of 
Edison, to the extent that Edison would have been protected 
had Seller complied with all of the provisions of 
this Section 18. 

17.   UNCONTROLLABLE FORCES

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

17.2   If either Party because of an Uncontrollable Force 
is rendered wholly or partly unable to perform its


Page 33 of 46


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: 

(1)  the nonperforming Party, within two weeks 
     after the occurrence of the Uncontrollable Force, 
     gives the other Party written notice describing 
     the particulars of the occurrence, 

(2)  the suspension of performance is of no 
     greater scope and of no longer duration than is 
     required by-the Uncontrollable Force, 

(3)  the nonperforming Party uses its best efforts 
     to remedy 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), 


Page 34 of 46


(4)  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, and 

(5)  capacity payments during such periods of 
     Uncontrollable Force on Seller's part shall be 
     governed by Appendix B.2, Section 8.3. 

17.3   In the event that either Party's ability to perform 
cannot be corrected when the Uncontrollable Force 
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 the nonperformance. 
If a loss of Qualifying Facility status occurs due 
to an Uncontrollable Force and Seller fails to make 
the changes necessary to maintain its Qualifying 
Facility status, the Seller shall compensate Edison 
for any economic detriment incurred by Edison as a 
result of such failure. 

18.   NOTICES 

Except as otherwise specifically provided herein, any 
notice from one Party to the other, shall be given in,
writing and shall be deemed to be given as of the date 


Page 35 of 46


the same is enclosed in a sealed envelope, addressed to 
the other by certified first class mail, postage prepaid, 
and deposited in the United States Mail.  For the purposes 
of this Section 18, such notices shall be mailed to the 
following respective addresses or to such others as may 
be hereafter designated by either Party: 

Southern California Edison Company 
Post Office Box 800 
Rosemead, California 91770 
Attention: Secretary 

Tenneco Oil Company 
P.O. Box 9909 
Bakersfield, CA 93389 
Attention: Division Production Engineer 

19.   NONDEDICATION OF FACILITIES 

Neither Party, by this Agreement, dedicates any part of 
its facilities involved in this Project to the public or 
to the service provided under this Agreement, and such 
service shall cease upon termination of this Agreement. 

20.   PREVIOUS COMMUNICATIONS 

This Agreement contains the entire agreement and 
understanding between the Parties, their agents and 
employees as to the subject matter of this Agreement, and 
merges and supersedes all prior agreements, commitments, 
representations and discussions between the Parties. No Party 
shall be bound to any other obligations, conditions, or 
representations with respect to the subject matter of this Agreement. 


Page 36 of 46



21.   Nonwaiver
  
None of the provisions of this Agreement shall be considered 
waived by either Party except when such waiver 
is given in writing.  The failure of either Party to 
insist in any one or more instances upon strict 
performance of any of the provisions of this Agreement or
to take advantage of any of its rights hereunder shall 
not be construed as a waiver of any such provisions or
the relinquishment of any such rights for the future, but 
the same shall continue and remain in full force and effect.

22.   SUCCESSORS & ASSIGNS 

Neither Party shall voluntarily assign its rights nor 
delegate its duties under this Agreement, or any part of 
such rights or duties, without the written consent of the 
other Party, except in connection with the sale or merger 
of a substantial portion of its properties. Any such
assignment or delegation made without such written
consent shall be null and void.  Consent for assignment 
shall not be withheld unreasonably.  Such assignment
shall include, unless otherwise specified therein, all of
Seller's rights to any refunds which might become due 
under this Agreement. 


Page 37 of 46



23.   EFFECT OF SECTION HEADINGS 

Section headings appearing in this Agreement are intended 
for convenience only, and shall not be construed as 
interpretations of text. 

24.   GOVERNING LAW

This agreement shall be interpreted, governed and 
construed under the laws of the State of California or 
the United States as applicable as if executed and to 
be performed wholly within the State of California. 


Page 38 of 46

PART II: INTERCONNECTION FACILITIES 

1.   INTERCONNECTION FACILITIES DESIGN 

1.1   The Interconnection Facilities shall be designed, 
installed, operated and maintained at Seller's expense 
pursuant to the appendix indicated in Section 2, Part II. 
The design, installation, operation and maintenance of the 
Interconnection Facilities shall be in accordance with the 
terms and conditions of the elected appendix and Edison's 
Tariff Rule No. 21. 

1.2   The cost for the Interconnection Facilities set 
forth in the appendices specified in Section 2.3, 
Part II are estimates only for Seller's information 
and will be adjusted to reflect recorded costs after 
installation is complete; except thatl upon Seller's 
written request to Edison, Edison shall provide a 
binding estimate which shall be the basis for the 
Interconnection Facilities cost in the Interconnection 
Facilities Agreement executed by the Parties. 

1.3   Seller, at no cost to Edison, shall acquire all 
permits and approvals, and complete or have 
completed all environmental impact studies 
necessary for the construction, operation, and 
maintenance of the Interconnection Facilities. 



Page 39 of 46



2.   OWNERSHIP AND OPERATION OF INTERCONNECTION FACILITIES 

2.1   Seller shall not commence parallel operation of the Generating Facility 
until written approval for operation of the Interconnection Facility has been 
given by Edison. The Seller shall notify Edison at least forty-five days prior 
to the initial energizing of the Point of Interconnection.  Edison shall have 
the right to inspect the Interconnection Facilities within 30 days of receipt 
of such notice.  If the facilities do not pass Edison's inspection, Edison 
shall provide in writing the reasons for this failure within five days of 
the inspection. 

2.2   Edison shall own, operate and maintain the Interconnection 
Facility as provided below.


2.3   Seller elects (check appropriate Appendix): 

  ( )   Appendix A.1 - Interconnection Facilities - 

Added Facilities Basis (Edison designs, purchases, 
constructs, owns, operates and maintains Interconnection 
Facilities.  The Interconnection Facilities costs will 
then be charged to Seller on an added facilities 


Page 40 of 46



basis pursuant to Tariff Rule No. 2.H.)

   (x)   Appendix A.2 - Interconnection Facilities - 

Capital Contribution Basis (Seller provides capital prior 
to construction.  Edison designs, purchases and constructs 
the Interconnection Facilities.  Seller pays maintenance and 
operation Fees to Edison.)

   ( )   Appendix A.3 - Interconnection Facilities - 

Seller Owned and Operated Facility (Seller designs, 
purchases, constructs, owns, operates and maintains 
Interconnection Facilities and assumes additional 
and full responsibility therefore.)

2.4   The nature of the Interconnection Facilities and 
the Point of Interconnection shall be set forth 
either by equipment lists or appropriate one-line 
diagrams and shall be attached to the appropriate 
appendix specified in Section 2.3, Part II. 


Page 41 of 46


PART III: PURCHASE AND PAYMENT PROVISIONS 

1.  POWER PURCHASE AND SALE 

1.1   Seller hereby agrees to sell to Edison and Edison 
hereby agrees to Purchase from Seller at the Point of 
Interconnection, the Energy delivered by Seller to Edison 
hereunder. 

1.1.1   Seller shall begin delivery of Energy on or 
before the expected date of Firm Operation.  Such 
Energy shall be paid for by Edison pursuant to the 
terms and conditions of this Agreement and its 
Appendices. 

1.1.2   If at any time Energy can be physically 
delivered to Edison and Seller is contesting the 
claimed jurisdiction of any entity which has not 
issued a license or other approval for the Project, 
Seller at its sole discretion and risk shall have 
the right to deliver said Energy to Edison and 
shall receive payment from Edison for said Energy 
only, pursuant to payment provisions in this Part III. 
However, unless and until all required licenses an 
approvals have been obtained, Seller may discontinue 
deliveries at any time. 

Page 42 of 46



1.2   Seller shall sell to Edison and Edison shall
purchase from Seller an amount of Contract Capacity 
as specified  under Section 2.1, Part I or such Contract 
Capacity as adjusted pursuant to Section 1.2.2 below. 

1.2.1   Such Contract Capacity shall be paid for by 
Edison pursuant to the terms and conditions of this 
Agreement and its Appendices. 

1.2.2   Seller shall demonstrate the ability to provide 
Edison the specified Contract Capacity within 30 days 
of the date of Firm Operation in a manner pursuant to 
Sections 11.2.2 and 11.2.3, Part I.  If Seller fails to provide 
the Contract Capacity, the Contract Capacity shall be
reduced pursuant to a written agreement of the Parties.

1.3   Adjustment to Contract Capacity

1.3.1   Seller may increase the Contract Capacity 
with the approval of Edison and receive
payment for the additional capacity thereafter
in accordance with the Contract Capacity Price 
for the remaining Contract Term.
 

Page 43 of 46


1.3.2   Seller may reduce the Contract  Capacity at any 
time by giving notice thereof to Edison.  Edison may 
reduce the Contract Capacity as a result of appropriate 
tests, studies, or prior performance. The amount by which 
the Contract Capacity is reduced shall be deemed a 
reduction in Contract Capacity under Section 5, Part 1. 

1.3.3.   Either partly may request, the other party to 
agree in writing to a new Contract Capacity  whenever 
it appears that it has changed for any reason. 

2.   PROCEDURE FOR MONTHLY PAYMENT 

2.1   Edison shall mail to Seller not later than 30 days 
after the end of each monthly billing period (1) a 
statement showing the Energy and Contract Capacity 
delivered to Edison during the on-peak, mid-peak, and 
off-peak periods, as those periods are specified in 
Edison's Tariff Schedule No. TOU-8 for that monthly 
billing period, (2) Edison's computation of the amount 
due Seller, and (3) Edison's check in payment of said amount. 

2.2   If the monthly payment period involves portions 
of two different published Energy payment schedule 
periods the monthly Energy payment shall be



Page 44 of 46
 

prorated on the basis of the percentage of days at each price. 

2.3   If within 30 days of receipt of the statement Seller does 
not make a report in writing to Edison of an error, Seller shall be 
deemed to have waived any error in Edison's statement 
computation, and payment, and they shall be considered correct and 
complete. 


Page 45 of 46


PART IV: GENERAL AGREEMENT 

1.   AGREEMENT AND SIGNATURE 

1.1   The Parties agree to the provisions provided in this 
Agreement and corresponding Appendices referenced herein. 
 

1.2   This Agreement is executed in two counterparts, 
each of which shall be deemed an original.  The 
signatories hereto represent that they have been 
appropriately authorized to enter into this 
Agreement on behalf of the Party for whom they 
sign.  This Agreement is hereby executed as of 
this  20th day of December, 1985.

SOUTHERN CALIFORNIA EDISON COMPANY

By s/s Edward A. Meyers Jr.
EDWARD A. MYERS, Jr.  Vice President 
TENNECO OIL CO 

By      s/s Robert T. Bogan   
Name Robert T. Bogan 
Title Vice Pres. & Div. Gen'l Manager 


Page 46 of 46


            
                   TENNECO OIL COMPANY - PHASE II
               SCE STANDARD FIRM POWER PURCHASE AGREEMENT

                             APPENDIX A.1
          INTERCONNECTION FACILITIES - ADDED FACILIITES BASIS


A.1.1  Seller acknowledges that Seller has read Edison's Tariff 
Rule No. 21 and the QFMP and understands Seller's obligations 
and the consequences, as set forth in the QFMP and Part 1, 
Section 6 of the Power Purchase Agreement, for failure to 
satisfy any of the milestones in the QFMP.

A.1.2  In the event Seller loses its priority for existing 
available Edison line capacity, Seller shall, pursuant to 
Edison's Tariff Rule No. 21, be obligated to pay any additional 
cost for upgrades or additions necessary to accommodate Seller's 
deliveries.  In such event, Edison and Seller shall amend this 
Agreement to reflect the conditions resulting from the change in 
priority.

A.1.3  Edison shall design, purchase, construct, own, operate 
and maintain all Interconnection Facilities at Seller's expense.  
The cost of the removable facilities portion of the 
Interconnection Facilities and the operation and maintenance 
thereof shall be paid by Seller on an added facilities basis 
pursuant to the attached Application and Contract for 
Interconnection Facilities.

Page A.1 1 of 2

A.1.4  Seller shall pay to Edison the total estimated cost for 
the nonremovable facilities portion of the Interconnection 
Facilities prior to the start of construction of the 
Interconnection Facilities.  The costs of operation and 
maintenance shall be paid by Seller pursuant to the attached 
Application and Contract for Interconnection Facilities.

A.1.5  To the extent that Edison deems it necessary to effect 
the arrangements contemplated by this Agreement, Edison may, 
from time to time, design, install, operate, maintain, modify, 
replace, repair or remove any or all of the Interconnection 
Facilities.  Any additions, modifications or replacement of 
equipment shall be treated as Interconnection Facilities.  The 
cost of any addition, modification or replacement shall be added 
to the Interconnection Facilities contract by amendment.  
Equipment and/or Protective Apparatus which, in the opinion of 
Edison, is no longer required, shall be deleted from the 
Interconnection Facilities Contract.


Page A.1 2 of 2



                      Attachment to Appendix A.1


                     TENNECO OIL COMPANY - PHASE II
               SCE STANDARD FIRM POWER PURCHASE AGREEMENT

        APPLICATION AND CONTRACT FOR INTERCONNECTION FACILITIES

                     PLUS OPERATION AND MAINTENANCE


     The undersigned Seller hereby requests the Southern 
California Edison Company (Edison) to provide the facilities 
described on the last page hereof which are by this reference 
incorporated herein and are hereinafter called "Interconnection 
Facilities."  Interconnection Facilities as defined and used 
herein are a group of Added Facilities (see Rule No. 2.H). which 
have been designated as Interconnection Facilities, to 
accommodate negotiation and preparation of contracts for 
parallel generation projects.  Furthermore, for purposes of the 
cost allocations as provided in this agreement, such 
Interconnection Facilities shall be classified as either 
"Removable Facilities" or "Non-Removable Facilities" as 
described on the last page of this agreement.  Interconnection 
Facilities, as are Added Facilities, shall be provided in 
accordance with the applicable Tariff Schedules of Edison.  Such 
Interconnection Facilities shall be owned, operated and 
maintained by Edison.

     In consideration of Edison's acceptance of this 
application, Seller hereby agrees to the following:

  1.  Seller shall pay a monthly charge for the removable 
facilities portion of the Interconnection Facilities in the 
amount of 1.7% of the added investment as determined by Edison 
and as entered by Edison on the last page hereof.  The monthly 
charge shall be adjusted 

Page 1 of 9

periodically in accordance with the 
prorata operation and maintenance charges for added facilities 
pursuant to Rule No. 2.H.2.C.  The monthly charge may be based 
upon estimated costs of the removable facilities portion of the 
Interconnection Facilities and when the recorded book cost of 
the removable facilities portion of the Interconnection 
Facilities has been determined by Edison, the charges shall be 
adjusted retroactively to the date when service is first 
rendered by means of such Interconnection Facilities.  
Additional charges resulting from such adjustment shall, unless 
otherwise mutually agreed, be payable within thirty (30) days 
from the date of presentation of a bill therefor.  Any credits 
resulting from such adjustment shall, unless otherwise mutually 
agreed, be refunded within thirty (30) days following demand of 
Seller.

  2.  Seller shall pay to Edison, prior to the start of 
construction of the Interconnection Facilities, the total 
estimated costs for the nonremovable facilities portion of the 
Interconnection Facility as determined by Edison.  The estimated 
costs for the Interconnection Facilities, as entered on the last 
page hereof, shall be determined by Edison.  In the event Seller 
abandons its plans for installation of such Interconnection 
Facility, for any reason whatsoever, including failure to obtain 
any required permits, Seller shall reimburse Edison upon 

Page 2 of 9


receipt of supporting documentation for any and all expenses 
incurred by Edison pursuant to this agreement within thirty 
(30) days after presentation of a bill.

  3.  Seller shall pay a monthly operation and maintenance 
charge for the nonremovable facilities portion of the 
Interconnection Facilities' operation and maintenance in the 
amount of 0.9% of the added investment as determined by Edison 
and as entered by Edison on the last page hereof.  The monthly 
charge shall be adjusted periodically in accordance with the 
pro-rata operation and maintenance charges for added facilities 
pursuant to Rule No. 2.H.2.b.  The monthly charge may be based 
upon estimated costs of the nonremovable facilities portion of 
the Interconnection Facilities and when the recorded book cost 
of the nonremovable facilities portion of the Interconnection 
Facilities has been determined by Edison, the charges shall be 
adjusted retroactively to the date when such Interconnection 
Facilities are available for use.  Additional charges resulting 
from such adjustment shall, unless other terms are mutually 
agreed upon, be payable within thirty (30) days from the date of 
presentation of a bill therefor.  Any credits resulting from 
such adjustment shall, unless otherwise mutually agreed, be 
refunded within thirty (30) days following demand of Seller.


Page 3 of 9

  4.  Whenever a change is made in the removable facilities 
portion of the Interconnection Facilities which results in 
changes in the added investment, the monthly charge shall be 
adjusted on the basis of the revised added investment.  The 
description of the Interconnection Facilities shall be amended 
by Edison to reflect any changes in equipment, installation and 
removal cost, amount of added investment, and monthly charge 
resulting from any such change in the removable facilities 
portion of the Interconnection Facilities or adjustment as 
aforesaid.

  5.  Whenever a change is made in the nonremovable facilities 
portion of the Interconnection Facilities which results in 
changes in the added equipment investment, the cost of such 
change shall be payable by Seller within sixty (60) days from 
the date of presentation of a bill therefore.  The description 
of the Interconnection Facilities shall be amended by Edison to 
reflect any changes in equipment, installation and removal cost, 
and amount of added investment.  If required, the monthly charge 
resulting from any such change in the nonremovable facilities 
portion of the Interconnection Facilities shall be adjusted on 
the basis of the revised added investment.

  6.  All monthly charges payable hereunder shall commence upon 
the date when said Interconnection Facilities are available for 
use and shall first be payable fifteen (15) days after Edison 
submits the first bill therefore and 

Page 4 of 9


shall continue until the abandonment of such Interconnection 
Facilities by Seller, subject to the provisions of 
Paragraphs 2. And 7. hereof.

  7.  If the interconnection Facilities are abandoned by 
termination of service or otherwise, prior to five (5) years 
from the date Seller's Generating Facility is operational, 
Seller shall pay to Edison estimated cost of equipment and 
installation plus the cost of removing the removable facilities 
portion of the Interconnection Facilities less the estimated 
salvage value, within thirty (30) days after presentation of a 
bill therefor.  Alternatively, Seller may pay to Edison, as a 
single payment, the sum of the monthly charges from paragraphs 
1, 3, 4 and 5 hereof for the period beginning on the date on 
which said facilities are to be removed and ending on a date 
five (5) years from the date on which monthly charges commenced 
pursuant to provisions of paragraphs 4 and 5 hereof.  Such 
alternative payment shall be made not later than thirty (30) 
days prior to the date on which Edison is to remove the 
Interconnection Facilities.  If the Interconnection Facilities 
have been only partially constructed prior to such abandonment, 
Seller agrees to pay to Edison the amount expended by Edison 
(not exceeding the estimated installation and removal cost) for 
installing and removing the partially constructed 
Interconnection Facilities within thirty (30) days after 

Page 5 of 9


presentation of a bill therefor.  If the Interconnection 
Facilities are abandoned solely by Edison at any time prior to 
or within the five (5) year term of this agreement, as of the 
date of abandonment, Seller's obligation to pay Interconnection 
Facilities charges, pursuant to paragraph 1, shall terminate and 
Seller shall not have any obligation to pay the charges 
described in this paragraph 7.

  8.  Seller shall provide evidence, to Edison's satisfaction, 
of Seller's ability to perform its obligations pursuant to 
Paragraph 7 above, within ninety (90) days after Edison has 
provided Seller with Edison's cost for the Interconnection 
Facilities and the estimated removal costs of Interconnection 
Facilities.  Seller shall provide to Edison said evidence by 
means of a performance bond or other evidence as agreed to by 
both Parties.

  9.  Seller agrees to utilize said Interconnection Facilities 
in accordance with good operating practice and to reimburse 
Edison for damage to said Facilities occasioned or caused by the 
Seller or any of his agents, employees or licensees.  Failure so 
to exercise due diligence in the utilization of said 
Interconnection Facilities shall give Edison the right to 
terminate this contract, to remove said facilities and to demand 
immediate reimbursement for the equipment installation and 
removal costs, less the 

Page 6 of 9


estimated salvage value if the facilities are removed within 
five (5) years from the date of this contract.

  10.  Edison's performance under this Contract is subject to 
the availability of materials required to provide the 
Interconnection Facilities provided for herein and to all 
applicable Tariff Schedules of Edison.

  11.  The parties also understand and agree that due to 
equipment acquisition lead time and construction time 
requirements, Edison requires a minimum of 6 months from the 
time of authorization to construct the aforementioned 
Interconnection Facility and place it in operation.  Edison 
shall have no obligation to Seller with regard to any target 
date established by Seller which is less than eighteen (18) 
months from the date this application is executed.  However, 
Edison shall exercise its best effort to meet Seller's projected 
operational date.

  12.  (If applicable)  This Contract for Interconnection 
Facilities supplements the appropriate application and 
contract(s) for electric service presently in effect between 
Seller and Edison.

Page 7 of 9


  13.  This Contract shall to the extent provided by law at all 
times be subject to such changes or modifications by the Public 
Utilities Commission of the State of California as said 
Commission may, from time to time, direct in the exercise of its 
jurisdiction.



                                SELLER:  Tenneco Oil Company


WITNESS:  _______________       BY:  _______________________
                                     Robert T. Bogan
                                     Vice President and
                                     Division General Manager



Approved and Accepted for
SOUTHERN CALIFORNIA EDISON COMPANY



By _______________________
   Glenn J. Bjorklund
   Vice President


DATED:  July 29, 1987


Page 8 of 9


                    TENNECO OIL COMPANY - PHASE II
               SCE STANDARD FIRM POWER PURCHASE AGREEMENT

SERVICE
ADDRESS:   25121 North Sierra Highway, Newhall, CA

DATE APPLICANT DESIRES INTERCONNECTION FACILITIES 
AVAILABLE:  June 1, 1990


DATE APPLICANT WILL BEGIN CONSTRUCTION OF THE GENERATING
FACILITY:   October 1, 1989 (Last possible date for start of
            Construction)

DESCRIPTION OF INTERCONNECTION FACILITIES:

   12 kV time-of-use metering for power provided by Edison
   12 kV time-of-purchase metering for power sold to Edison 
   12 kV time-of-purchase metering for application to stand-by 
   Telemetering 
   

REMOVABLE FACILITIES PORTION OF THE INTERCONNECTION FACILITIES

   TOTAL COST OF INTERCONNECTION             Estimated $14,200
   FACILITIES *

   ADDED INVESTMENT*:                        Estimated $14,200

   INSTALLATION AND REMOVAL COST*:           Estimated $7,600

   ONE-TIME CHARGE:                          Estimated $  0 

NON-REMOVABLE FACILITIES PORTION OF THE INTERCONNECTION
FACILITIES

   Seller shall provide all non-removable facilities




*  Cost estimates are for information purposes only and are
   not binding unless provided in writing by Edison pursuant
   to a written request by Seller.

** The 41.6 MW Cogeneration project will consist of Phase I and
   Phase II, approximately 20.8 MW each.


Page 9 of 9


                     SCE STANDARD AGREEMENT
                       FIRM POWER PURCHASE

                          APPENDIX A.3


INTERCONNECTION FACILITIES - SELLER OWNED AND OPERATED FACILITY

A.3.1  Seller acknowledges that Seller has read Edison's Tariff 
Rule No. 21 and the QFMP and understands Seller's obligation and 
the consequences, as set forth in the QFMP and Part 1, Section 
25 herein, for failure to satisfy any of the milestones in the 
QFMP.

A.3.2  In the event Seller loses its priority under Section 25.4 
for existing available Edison line capacity, Seller shall, 
pursuant to Edison's Tariff Rule No. 21, be obligated to pay any 
additional cost for upgrades or additions necessary to 
accommodate Seller's deliveries.  In such event, Edison and 
Seller shall amend this Agreement to reflect the conditions 
resulting from the change in priority.

A.3.3  Seller shall design, purchase, construct, operate and 
maintain Seller owned Interconnection Facilities at its sole 
expense.  Edison shall have the right to review the design as to 
the adequacy of the Protective Apparatus provided.  Any 
additions or modifications required by Edison shall be 
incorporated by Seller.

A.3.4  Notwithstanding the provisions of Section 16, Seller, 
having elected to own, operate, and maintain the Interconnection 
Facilities, shall accept all liability and release Edison from 
and indemnify Edison against any liability for faults or damage 
to Seller's 

Page A.3-1

Interconnection Facility, the Edison electric system 
and the public as a result of the operation of Seller's project.

A.3.5  Edison shall have the right to observe the construction 
of the Interconnection Facilities, and inspect said facilities 
after construction is completed at the Seller's expense.

A.3.6  Facilities which are deemed necessary by Edison for the 
proper and safe operation of the Interconnection Facilities and 
which Seller desires Edison to own and operate at Seller's 
expense shall be provided as appendant facilities.  Edison shall 
own, operate and maintain any necessary appendant facilities 
which may be installed in connection with the Interconnection 
Facilities at Seller's expense.  Edison may, as it deems 
necessary, modify the aforementioned facilities at Seller's 
expense.

A.3.7  For the appendant facilities, Seller elects (check on): 
__X___ Option I:  Edison shall install, own, operate and 
maintain the appendant facilities and Seller shall pay to Edison 
the total estimated cost for the appendant facilities prior to 
the start of construction of the appendant facilities.

______ Option II:  Seller shall install at Seller's expense its 
portion of the appendant facilities in accordance with Rule 21.  
Within 30 days after 

Page A.3-2


installation is complete, Seller shall transfer ownership of the 
appendant facilities to Edison in a manner acceptable to Edison.

A.3.8  Maintenance of facilities referred to in Section A.3.6 
shall be paid by Seller pursuant to the attached Application and 
Contract for Interconnection Facilities Plus Operation and 
Maintenance ("Contract").

A.3.9  To the extent that Edison deems it necessary to effect 
the arrangements contemplated by this Agreement, Edison may, 
from time to time, request the Seller to design, install, 
operate, maintain, modify, replace, repair or remove any or all 
of the Interconnection Facility.  Such equipment and/or 
Protective Apparatus shall be treated as Interconnection 
Facilities and added to the Interconnection Facilities Contract 
by amendment pursuant to Section A.3.6.

A.3.10  Edison shall have the right to review any changes in the 
design of the Interconnection Facilities and recommend 
modification(s) to the design as it deems necessary for proper 
and safe operation of the Project when in parallel with the 
Edison electric system.  The Seller shall be notified of the 
results of such review by Edison, in writing, within 30 days of 
the receipt of all specifications related to the proposed design 
changes.  Any flaws perceived by Edison in the proposed design 
changes, shall be described in the written notice.

Page A.3-3



Attachment to Appendix A.3

      APPLICATION AND CONTRACT FOR INTERCONNECTION FACILITIES
                  PLUS OPERATION AND MAINTENANCE

The undersigned Seller hereby requests the Southern California 
Edison Company (Edison) to provide the appendant facilities 
described on the last page hereof and by this reference herein 
incorporated, hereinafter called "Interconnection Facilities."  
Interconnection Facilities as defined and used herein are a 
group of Added Facilities which have been designated as 
Interconnection Facilities, to accommodate negotiation and 
preparation of contracts for parallel generation projects.  
Interconnection Facilities, as are Added Facilities, shall be 
provided in accordance with the Applicable Tariff Schedules of 
Edison.  Such Interconnection Facilities are to be owned, 
operated and maintained by Edison.

In consideration of Edison's acceptance of this Contract, Seller 
hereby agrees to the following:

1.  If Seller elects Option I in Section A.3.7, Seller shall pay 
to Edison, prior to the start of construction of the 
Interconnection Facilities, the total estimated costs for the 
Interconnection Facility as determined by Edison and entered on 
the last page hereof.  In the event Seller abandons its plans 
for installation of such Interconnection Facility, for any 
reason whatsoever, including failure to obtain any required 
permits, Seller shall reimburse Edison upon receipt of 
supporting documentation for any and all 

Page 1 of 6


expenses incurred by Edison pursuant to this Contract within 
thirty (30) days after presentation of a bill.  In the event 
Seller has prepaid the total estimated costs for the 
Interconnection Facility as provided herein, prior to 
abandonment, Edison will account to Seller for monies expended 
to the date of the abandonment of the plans for installation 
within 30 days after Notice of Abandonment has been served on 
Edison.

2.  If Seller elects Option II in Section A.3.7, Edison shall 
have the right to observe the construction of the 
Interconnection Facilities and inspect and test said facilities 
after construction is completed at the Seller's expense.

3.  The parties also understand and agree that due to equipment 
acquisition lead time and construction time requirements, Edison 
requires a minimum of twenty-four (24) months from the time of 
authorization to construct the aforementioned Interconnection 
Facility and place it in operation.  Edison shall have no 
obligation to Seller with regard to any target date established 
by Seller which is less than twenty-four (24) months from the 
date this Contract is executed.  However, Edison shall exercise 
its best efforts to meet Seller's projected operational date.

4.  Seller shall pay a monthly charge for the Interconnection 
Facilities' operation and maintenance in the amount of 0.9% of 
the added equipment investment as determined by 

Page 2 of 6


Edison and as entered by Edison on the last page hereof.  The 
monthly charge shall be adjusted periodically in accordance 
with the pro-rata operation and maintenance charges for added 
facilities pursuant to Rule No. 2.H.  The monthly charge may 
be based upon estimated costs of the Interconnection Facilities 
and when the recorded book cost of the Interconnection Facilities 
has been determined by Edison, the charges shall be adjusted 
retroactively to the date when service is first rendered by means 
of such Interconnection Facilities.  Upon request by Seller, Edison will 
supply documentation of any periodic adjustments to the monthly 
charge.  Additional charges resulting from such adjustment 
shall, unless other terms are mutually agreed upon, be payable 
within thirty (30) days from the date of presentation of a bill 
therefor.  Any credits resulting from such adjustment will, 
unless other terms are mutually agreed upon, be refunded upon 
demand of Seller.

5.  Whenever a change is made in the Interconnection Facilities 
which results in changes in the added equipment investment, the 
monthly charge will be adjusted on the basis of the revised 
added equipment investment.  The cost of such change shall be 
payable by Seller within sixty (60) days from the date of 
presentation of a bill thereof.  The description of the 
Interconnection Facilities will be amended by Edison and 
initialed by 

Page 3 of 6


Seller on the last page hereof to reflect any changes in 
equipment, installation and removal cost, amount of 
added equipment investment, and monthly charge resulting from 
any such change in the Interconnection Facilities or adjustment 
as aforesaid.  However, the charge for the change in the 
Interconnection Facilities shall be payable by Seller not 
withstanding Seller's failure to initial the Amendment as 
provided herein.

6.  The monthly charges payable hereunder shall commence upon 
the date when said Interconnection Facilities are available for 
use but not before service is first established and rendered 
through Edison's normal facilities and shall first be payable 
within 30 days when Edison shall submit the first energy bill 
after such date and shall continue until the abandonment of such 
Interconnection Facilities by Seller, subject to the provisions 
of Paragraphs 5. and 6. hereof.

7.  Seller agrees to utilize said Interconnection Facilities in 
accordance with good operating practice and to reimburse Edison 
for damage to said Facilities occasioned or caused by the Seller 
or any of his agents, employees or licensees.  Failure so to 
exercise due diligence in the utilization of said 
Interconnection Facilities upon written notice of same to 
Seller, will give Edison the right to terminate this Contract.

Page 4 of 6


8.  Edison's performance under this Contract is subject to the 
availability of materials required to provide the 
Interconnection Facilities provided for herein and to all 
applicable Tariff Schedules of Edison.

9.  This Application and contract for Interconnection Facilities 
supplements the appropriate application and contract(s) for 
electric service presently in effect between Seller and Edison.

10.  This Contract shall at all times be subject to such changes 
or modifications by the Public Utilities Commission of the State 
of California as said Commission may, from time to time, direct 
in the exercise of its jurisdiction.



DATED: 8/25/1986          SELLER:  TENNECO OIL COMPANY


WITNESS:                      By:  Robert T. Bogan

                              Mail (Address)




                              Approved and Accepted for
                              SOUTHERN CALIFORNIA EDISON COMPANY



                               By:  Glenn J. Bjorklund
                                    Vice President


Page 5 of 6



SELLER:   Tenneco Oil Company

SERVICE ADDRESS:  25121 North Sierra Highway, Newhall, CA

DATE APPLICANT DESIRES INTERCONNECTION FACILITIES
AVAILABLE:  July 1, 1988 (Phase I) June 1, 1990 (Phase II)

DATE APPLICANT WILL BEGIN CONSTRUCTION OF THE GENERATING
FACILITY:  July 1, 1986 (Phase I) October 1, 1989 (Phase II)

DESCRIPTION OF INTERCONNECTION FACILITIES:  (Phase I and II) 
(See attached single line electrical schematic)(not included in EDGAR filing)

   5.6 miles of new 66 kv line on wood poles
   66/12 kv Substation for 41.6 MW cogeneration**
   Telecommunication
   Metering and telemetering equipment
   Modifications of Saugus and Newhall Substations

SELLER SHALL FURNISH:

    All non-removable facilities
    2-22.4 MVA Transformers
    1-Low-Side circuit breaker

Payment shall be made according to the following schedule:

    15%  When Interconnect is signed
    35%  First quarter 1987
    50%  First quarter 1988

TOTAL COST OF INTERCONNECTION FACILITIES*:  ESTIMATED $2,421,600

ADDED INVESTMENT*:  ESTIMATED $2,402,600

ADDED INVESTMENT:   RECORDED BOOK COST $----

ESTIMATED INSTALLATION AND REMOVAL COST*:  $1,924,400

ONE-TIME CHARGE:   $19,000

DATE SERVICE FIRST RENDERED BY MEANS OF THE INTERCONNECTION 
FACILITIES:

** Such 41.6 MW cogeneration project will be in Phases - Phase I 
and Phase II, approximately 20.8 MW facility each.

* Cost estimates are for information purposes only and are not 
binding unless provided in writing by Edison pursuant to a 
written request by Seller.

Page 6 of 6  Attachment to Appendix A.3







                         NEWHALL PHASE II 

                           APPENDIX B.1
                    ENERGY PURCHASE PROVISION

1.	Seller shall receive a monthly payment for Energy purchased 
by Edison based on Edison's full avoided operating costs approved 
by the Commission throughout the Contract Term and updated 
periodically with Commission approval.  Data used to derive Edison's 
full avoided costs will be made available to the Seller to the extent 
specified by Seller upon request.

Seller's monthly Energy payment shall be the sum of payments for Energy 
purchased during the on-peak, mid-peak and off-peak periods as those 
periods are defined in Edison Tariff Schedule No. TOU-8.

Payment shall be calculated as follows:

MONTHLY ENERGY PAYMENT = On-Peak Period Energy Payment
                       + Mid-Peak Period Energy Payment 
                       + Off-Peak Period Energy Payment

Where:

PERIOD ENERGY PAYMENT = (Avoided Operating Cost per kwh by Period)
                      x (Period kwh Delivered by Seller and 
                        Purchased by Edison)
                      x (Energy Loss Adjustment Factor).

2.  Edison shall not be obligated to accept or pay for and may 
request Seller whose Generating Facility is 1 MW or greater to 
discontinue or reduce delivery of Energy during periods when 
purchases under this Agreement would result in costs greater 
than those which Edison would incur if it did not purchase 
Energy from Seller but instead generated from another source an 
equivalent amount of energy.  When possible, Edison shall make a 
reasonable effort to sell excess energy before requesting Seller 
to discontinue or reduce Energy delivery.  Also when possible, 
Edison shall give Seller reasonable notice of the possibility 
that Seller may be requested to discontinue or reduce Energy 
delivery pursuant to this Section.

3.  When the Edison Electric System demand would require that 
hydro-energy be spilled to reduce generation, Seller will be 
paid a hydro savings payment for Energy delivered.  When Edison 
anticipates such periods, Edison shall notify Seller that a 
hydro savings payment period is possible.  The payment will be 
calculated when a hydro spill condition occurs, and shall be 
determined as follows:

HYDRO SAVINGS PAYMENTS =

(Projected kwh from Qualifying)   _ (Required Hydro kwh Spill to)
(Facilities per Period        )     (Reduce Generation per Period)/

    (Projected kwh from Qualifying Facilities per Period)

        x (Period Energy Payment).







Note:  If the result of the Hydro Savings Payment calculation is less than or
equal to zero, no Hydro Savings Payment shall be made to Seller.

Document No. 3099H




















                    NEWHALL PHASE II

                      APPENDIX B.2
              FIRM POWER PURCHASE PROVISION


CAPACITY PAYMENTS FOR FIRM POWER PURCHASES
1.  The power purchase provisions in this Appendix shall become 
effective on the date of Firm Operation specified in this 
Agreement.

2.  Seller shall be paid for Contract Capacity delivered to 
Edison on a monthly basis.  Payments will be based on the 
Standard Offer No. 2 Capacity Payment Schedule (Seller to select 
one of the following)

_X__  in effect at the time of execution of this Agreement or

____  in effect on the date of Firm Operation of the first 
generating unit.

Capacity payment schedule will be based on Edison's full avoided 
operating costs as approved by the Commission, throughout the 
life of this Agreement.  Data used to derive Edison's full 
avoided costs will be made available to the Seller, to the 
extent specified by Seller, upon request.  

3.  The Contract Capacity Price of $153/kw-yr shall be used to 
determine payment in this Agreement.

4.  PAYMENT OPTION

    4.1  Seller has two options for calculation of Contract 
Capacity payments.  Such options, herein referred to as Option 
No. 1 and No. 2, are described below in this Section.  Seller 
hereby elects:

_____  Option No. 1, Section 5

__X__  Option No. 2, Section 6.

4.2  Seller may change the option for Contract Capacity payment 
only with Edison's consent.


5.  PAYMENT OPTION 1 - PERFORMANCE BASED ON 
AVAILABILITY/DISPATCHABILITY

5.1  Minimum Performance Requirement in Option 1 to receive full 
capacity payments.

5.1.1  The Generating Facility must be dispatchable to Edison 
upon request, and meet the following conditions:

i)   The Generating Facility must be available during all on-
peak hours of each Peak Month except during hours of allowable 
Forced Outage (Section 5.1.4).

ii)  The Generating Facility must be available for all other 
hours of the year except during hours of allowable maintenance 
(Section 7) and during hours of allowable Forced Outage (Section 
5.1.4).

iii)  The Generating Facility must maintain an adequate fuel 
supply.

5.1.2  Telemetering or other suitable means of communication 
between the Generating Facility 

Page B.2-2

and the Edison dispatch center shall be provided at Seller's expense.

5.1.3  The measure of availability shall be the performance during 
the hours that the Generating Facility is dispatched, ignoring energy 
produced over the rated capacity of the Generating Facility.  
Dispatching requests can only increase power production, and only up 
to the Contract Capacity.

5.1.4  The Seller is allowed a 20% Forced Outage rate for the on-peak 
hours of each Pak Month, a 20% Forced Outage rate for the mid- and 
off-peak hours of each Peak Month, and a 20% Forced Outage rate for the 
hours of each non-Peak Month.  Except during the Peak Months, Seller may 
accumulate and apply the 20 percent allowance for Forced Outage for any 
consecutive three month period.

5.2  Payment Provision in Option 1

5.2.1  When the requirements of Section 5.1 are met, the payment is:



MONTHLY CAPACITY PAYMENT = (Contract Capacity Price)
                         x (1/12)
                         x (Contract Capacity)

5.2.2  When the requirements of Section 5.1 are not met, the monthly payment 
         is:

Page B.2-3

MONTHLY CAPACITY PAYMENT = (Contract Capacity Price)
                         x (Contract Capacity)
                         x (1/12)
                         x (Availability/.8).
                         (cannot be greater than 1)

5.3  Payments in excess of 100% of Contract Capacity Price.

5.3.1  Bonus During Peak Months

For a Peak Month, the Seller will receive a bonus if
  1)  The performance requirements of Section 5.1 have been met; and,
  2)  The on-peak availability exceeds 85%.

5.3.2  Bonus During Non-Peak Months

In a non-Peak Month, the Seller will receive a bonus if
  1)  The performance requirements of Section 5.1 have been met;
  2)  The on-peak availability for each of the year's Peak Months was at least 
        85%; and 
  3)  The on-peak availability exceeds 85%.

5.3.3 Bonus Payment

For any eligible month, the bonus payment will be calculated according 
to the following formula.

MONTHLY BONUS PAYMENT = (1.2 x on-peak availability - 1.02)
                      X (1/12) Contract Capacity Price
                      X Contract Capacity
Page B.2-4

5.3.4  Total monthly capacity payment when a bonus is earned shall be the 
sum of the monthly capacity payment (Section 5.2.1) and the monthly bonus 
payment (Section 5.3.3).

6.  PAYMENT OPTION 2 - PERFORMANCE BASED ON CAPACITY FACTOR

Minimum performance Requirement in Option 2 to receive full capacity payments.

6.1.1  The Contract Capacity shall be delivered for all of the on-peak hours 
as defined in Tariff Schedule No. TOU-8 in each of the Peak Months subject 
to a 20% allowance for Forced Outages for each month.

6.1.2  There is no minimum performance requirement for the rest of the year.

6.2  Payment Provision in Option 2

The monthly capacity payment shall be calculated as the sum of the on-peak, 
mid-peak, and off-peak capacity payments.  Each capacity period payment is 
calculated as follows:

Page B.2-5

MONTHLY CAPACITY PERIOD     = (Contract Capacity Price)
  PAYMENT                   x (Conversion to Monthly Payment)
                            x (Contract Capacity)
                            X (Period Performance Factor)

Where:

PERIOD PERFORMANCE FACTOR =

             Period kwh Purchased by Edison*
   0.8 x (Contract Capacity) x (Period Hrs. - Allowable Maintenance Hrs.)

  (The Period Performance Factor cannot exceed 1).

Conversion to Monthly Payments:  The following factors convert 
Contract Capacity Price to monthly payments by time period of 
delivery.  These conversion factors will be subject to periodic 
change as approved by the Commission.

                            SUMMER PERIOD          WINTER PERIOD

       On-peak                 .13125                  .02094
       Mid-peak                .00267                  .01054
       Off-peak                .00000                  .00127

6.3  Payments in excess of 100% of Contract Capacity Price

6.3.1  Bonus During Peak Months

For a Peak Month, the Seller will receive a bonus if
  1)  The Performance Requirements of Section 6.1 have been met; and
  2) The on-peak capacity factor exceeds 85%.




*  Only by mutual consent can the kilowatthours used in this Period Performance 
Factor calculation be delivered to Edison at a rate of delivery greater than 
the Contract Capacity.

Page B.2-6

6.3.2  Bonus During Non-Peak Months

  1)  The performance requirements of Section 6.1 have been met;
  2)  The on-peak capacity factor for each of the year's Peak Months 
        was at least 85%; and
  3)  The on-peak capacity factor exceeds 85%.

6.3.3  Bonus Payment

For any eligible month, the bonus payment is the following:

BONUS PAYMENT = (1.2 x on-peak capacity factor - 1.02)
              X Contract Capacity Price
              X (1/12)
              X Contract Capacity

Where:

ON-PEAK CAPACITY FACTOR =

           On-Peak kwh Purchased by Edison/
   (Contract Capacity) x (Period Hrs. - Allowable Maintenance Hrs.)

6.3.4  The monthly capacity payment when a bonus is earned shall be the sum of 
the monthly capacity payment (Section 6.2) and the monthly bonus payment 
Section 6.3.3).

7.  SCHEDULED MAINTENANCE ALLOWANCES

The allowance for scheduled maintenance is as follows:

7.1  Outage periods for scheduled maintenance shall not exceed 
840 hours (35 days) in any 12-month period.  This allowance may 
be used in increments of an hour or longer on a consecutive or 
nonconsecutive basis.

Page B.2-7


7.2  Seller may accumulate unused maintenance hours on a year-
to-year basis up to a maximum of 1,080 hours (45 days).  This 
accrued time must be used consecutively and only for major 
overhauls.

8.  FAILURE TO MEET MINIMUM PERFORMANCE REQUIREMENTS

8.1  Except when caused by Uncontrollable Forces, if Seller 
fails to meet the minimum performance requirements as set forth 
in Sections 5.1 and 6.1.  The following shall apply:

8.1.1  Seller may be placed on probation for a  period not to 
exceed 15 months or as otherwise agreed to by the Parties.  
During this period, the monthly capacity payment will be based 
on the level of capacity actually delivered.

8.1.2  If Seller meets or demonstrates to Edison pursuant to 
Section 11, Part I that it can meet its minimum requirement 
during the probationary period, Edison shall reinstate regular 
capacity payments.

8.1.3  If Seller fails to meet its minimum requirements during 
the probationary period, Edison may derate the Contract Capacity 
to the greater of the capacity actually delivered when the 
minimum requirements were not met, or the capacity at which 
Seller is reasonably likely to meet the minimum requirements.  

Page B.2-8



In either case, the quantity by which the Contract Capacity is 
reduced shall be considered terminated without prescribed notice 
as provided in Section 5.5, Part I.

8.2  If Seller is prevented from meeting the minimum performance 
requirement because of a Forced Outage on the Edison system or a 
request to cease or curtail delivery under Section 2, Appendix 
B.1, Edison shall continue capacity payments.  Under Option 2, 
capacity payments will be calculated in the same manner used for 
scheduled maintenance outages.

8.3  If deliveries are interrupted or reduced because of 
Uncontrollable Forces, Edison shall continue capacity payments 
for 90 days form the occurrence of the Uncontrolled Force event.  
If Seller has chosen Option 2 as a method for capacity payments, 
payments due during a period of interruption or reduction by 
reason of an Uncontrolled Force, shall be calculated in the same 
manner used for scheduled maintenance outages.

8.4  Adjustment for Hydroelectric Facility Hydroelectric 
facilities which have their Contract Capacity based on the five 
dry-year average, shall not have their Contract Capacity 
terminated or derated when their failure to meet minimum 
performance requirements is due solely to the occurrence of a 
dry year which is 

Page B.2-9


drier than the five dry-year average.  During drier-year 
conditions, the Seller shall be paid for the amount of capacity, 
if any, actually delivered.  Capacity payments shall resume at 
the Contract Capacity Price when hydro conditions once again 
reach the level used to determine the capacity ratings.

9.  EXAMPLES OF TERMINATION CALCULATIONS

9.1  Example 1

Termination with Prescribed Notice

Assumptions:

1)  Power delivery starts in January 1985 on a 20-year Contract 
Term for a Contract Capacity of 50 MW. Contract Capacity Price 
is $132/kW-yr.

2)  In January 1987, Seller notifies Edison that the Contract 
Capacity will be reduced to 20 MW in January 1990.  The Adjusted 
Capacity Price for the capacity being terminated (30 MW) is $93/kW-yr.

3)  Federal Reserve Board three months prime commercial paper 
rate is 1% per month.

4)  Seller is under Option 1 for capacity payment.

5)  Prescribed notice required is 36 months.

Resulting Action:

Capacity Payment Adjustment (Section 5.4.3, Part I)

For a period from January 1987 to January 1990, the capacity 
price for the 50 MW will be $109/kW-yr, the 

Page B.2-10


weighted average of $132 and $93 calculated as follows:

(20/50) x $132 + (30/50) x $93 = $109/kW-yr

Starting January 1990 the Contract Capacity Price will return to 
$132/kW-yr but for only 20 MW.

Capacity Overpayment Refund (Section 5.4.2,Part I)

The Seller must also repay to Edison the overpayments made in 
1985 and 1986 on the 30 MW portion of the contract which is 
being terminated, at the rate of $39/kW-yr ($132 - $93).

Since under Option 1, (1/12) of the capacity is paid each month, 
the overpayment consists of 24 monthly payments made between 
January 1985 and December 1986, each amounting to:

$39/kW-yr x (1/12) x 30,000 kW = $97,500/month

This annuity of 24 payments has a present value in January 1985 
of

$97,500 x     1              = $97,500 x       1
   Capital Recovery Factor                  0.01
                                               1
                                      1 - (1.01) 24
                             = $2,071,230

The value of this annuity (including interest) in January 1987, the amount 
payable to Edison becomes $2,071,230 x Compound Amount Factor 
= $2,071,230 x (1.01)24
              = $2,629,913

Page B.2-11


9.2  Example 2

Termination Without Prescribed Notice

Assumptions:

(1)  Power delivery starts in January 1985 on a 20-year Contract Term for 
a Contract Capacity of 50 MW.  Contract Capacity Price is $132/kW-yr.

(2)  In January 1987, Seller notified Edison that the Contract Capacity 
will be reduced to 20 MW in January 1988.  The Adjusted Capacity Price 
for the capacity being terminated (30 MW) is $88/kW-yr.

(3)  Federal Reserve Bond three months prime commercial paper rate is 1% 
per month.

(4)  Seller is under Option 1 for capacity payment.

(5)  The capacity price for a Contract Term of seventeen (17) years with 
a delivery date of 1988 will come from the capacity table in effect at the 
time of the termination notice.  Assume this value is $158/kW-yr.

(6)  Prescribed notice required is 36 months.

Resulting Action:

Capacity Payment Adjustment (Section 5.4.3, Part I)

For period from January 1987 to January 1988, the capacity price for 
the 50 MW will be $106/kW-yr, the weighted average of $132 and $88 
calculated as follows:

Page B.2-12


(20/50) x $132 + (30/50) x $88 = $106/kW-yr

Starting January 1988, the capacity price will return to $132/kW-yr, 
but for only 20 MW.

Capacity Overpayment Refund (Section 5.4.3, Part I)

The amount of capacity overpayment refund to be made to Edison by Seller 
is $2,967,082.  (For calculation of this payment amount see Capacity 
Overpayment Refund section of the termination with prescribed notice 
example, Section 9.1).

Capacity Replacement Cost (Section 5.5.2, Part I)

The Seller must also pay Edison a one time capacity replacement cost of 
$1,560,000 calculated as follows:

(30,000 kW) ($158 - $132) (2 years) = $1,560,000

Total Repayment to Edison

The total repayment from Seller to Edison will be $4,527,082, which is the 
sum of the capacity overpayment refund and the capacity replacement cost.


Page B.2-13





                            Revised Cal. P.U.C. Sheet No. 8524-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 8399-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                          Schedule No. TOU-8
                        GENERAL SERVICE - LARGE


APPLICABILITY

Applicable to general service, including lighting and power.

This schedule is mandatory for all customers whose monthly 
maximum demand exceeds 500 kw for any three months during the 
preceding 12 months, except that customers with demands in 
excess of 5,000 kw, who otherwise qualify, may elect service 
under Schedule No. 1-5.  Any customer whose monthly maximum 
demand has fallen below 450 kw for 12 consecutive months may 
elect to take service on any other applicable schedule.

TERRITORY

Within the entire territory served.

RATES

                                                      Per Meter
                                                      Per Month

Customer Charge:                                       $560.00

Demand Charge (to be added to Customer Charge):

  All   kw of on-peak billing demand, per kw           $5.05
  Plus all kw of mid-peak billing demand, per kw        0.65
  Plus all kw of off-peak billing demand, per kw       No charge

  (Subject to Minimum Demand Charge.
   See Special Condition No. 6.)


Energy Charge (to be added to Demand Charge):

   All   on-peak kwh, per kwh                             8.426 cents
   Plus all mid-peak kwh, per kwh                         7.026 cents
   Plus all off-peak kwh, per kwh                         5.856 cents

   The above rates are subject to the Steel Surcharge Adjustment 
as set forth in Special Condition No. 13.

Charges for energy are calculated for customer billing using the 
components shown below.





Advice Letter No. 694-E               Date Filed August 19, 1985
Decision No.                         Effective November 13, 1985
                                     Resolution No. E-2062

Michael R. Peevey
Senior Vice President

                            Revised Cal. P.U.C. Sheet No. 8458-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 8447-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                          Schedule No. TOU-8
                        GENERAL SERVICE - LARGE
                             (Continued)

ENERGY CHARGE COMPONENTS

                                     
                                                  Per kwh
                                   On-Peak     Mid-Peak     Off-Peak
                                  (in cents)  (in cents)   (in cents)
Base Rate:

  All kwh                             2.356      2.356        2.356 

Adjustment Rates:

  Energy Cost Adjustment
    Billing Factor                    4.871      3.471        2.301 
  Annual Energy Rate                  0.070      0.070        0.070 
  Conservation Load Management
    Billing Factor                    0.030      0.030        0.030 
  Electric Revenue Adjustment
    Billing Factor                   -0.183     -0.183       -0.183 
  Major Additions Adjustment
    Billing Factor                    1.270      1.270        1.270
  Annual Major Additions Rate         0.000      0.000        0.000
  PUC Reimbursement Fee               0.012      0.012        0.012

  Total Adjustment Rates              6.070      4.670        3.500

The PUC Reimbursement Fee is described in Schedule No. RF-E.  
The Adjustment Rates are described in Parts C, I, J, and L of 
the Preliminary Statement.

SPECIAL CONDITIONS

1. Time periods are defined as follows:


On-Peak:   12:00 p.m. to 6:00 p.m. 
           summer weekdays except holidays     

           5:00 p.m. to 9:00 p.m.
           winter weekdays except holidays


Mid-Peak:  8:00 a.m. to 12:00 p.m. and 6:00 p.m. to 11:00 p.m.
           Summer weekdays except holidays
          
           8:00 a.m. to 5:00 p.m.
           winter weekdays except holidays

Off-Peak:  All other hours.


Off-peak holidays are New Year's Day, Washington's Birthday, 
Memorial Day, Independence Day, Labor Day, Veterans Day, 
Thanksgiving Day, and Christmas.

When any holiday listed above falls on Sunday, the following 
Monday will be recognized as an off-peak period.  No change in 
off-peak will be made for holidays falling on Saturday.

The summer session shall commence at 12:01 a.m. on the first 
Sunday in June and continue until 12:01 a.m. of the first Sunday 
in October of each year.  The winter season shall commence at 
12:01 a.m. on the first Sunday in October of each year and 
continue until 12:01 a.m. of the first Sunday in June of the 
following year.

2.  Voltage:  Service will be supplied at one standard voltage.





Advice Letter No. 680-E                 Date Filed May 8, 1985
Decision Nos. 84-12-068                 Effective June 2, 1985
              85-04-068                 Resolution No.

                       Michael R. Peevey
                      Senior Vice President



                            Revised Cal. P.U.C. Sheet No. 8189-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 7119-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                          Schedule No. TOU-8
                        GENERAL SERVICE - LARGE

SPECIAL CONDITIONS (Continued)

3.  Maximum Demand:  Maximum demands shall be established for 
the on-peak, mid-peak and off-peak periods.  The maximum demand 
for each period shall be the measured maximum average kilowatt 
input indicated or recorded by instrument to be supplied by the 
Company, during any 150minute metered interval, but (except for 
new customers or existing customers electing Contract Demand as 
defined in these Special Conditions) not less than the 
diversified resistance welder load computed in accordance with 
the section designated Welder Service in Rule No. 2.  Where the 
demand is intermittent or subject to violent fluctuations, a 5-
minute interval may be used.

4.  Billing Demand:  Separate billing demands for the on-peak, 
mid-peak, and off-peak time periods shall be established for 
each monthly billing period  The billing demand for each time 
period shall be the maximum demand for that time period 
occurring during the respective monthly billing period.  The 
billing demand shall be determined to the nearest kw.

5.  Contract Demand:  A contract demand will be established by 
the Company, based on applicant's demand requirements for any 
customer newly requesting service on this schedule and for any 
customer of record on this schedule who requests an increase or 
decrease in transformer capacity in accordance with Rule No. 
12D.  A contract demand arrangement is available upon request 
for all customers of record on this schedule.  The contract 
demand will be used only for purposes of establishing the 
minimum demand charge for facilities required to provide service 
under the rate and will not be otherwise used for billing 
purposes.  Contract demand is based upon the nominal kilovolt-
ampere rating of the Company's serving transformer(s) or the 
standard transformer size determined by the Company as required 
to serve the customer's stated measurable kilowatt demand, 
whichever is less and is expressed in kilowatts.

6.  Minimum Demand Charge:  Where a contract demand is 
established, the monthly minimum demand charge shall be $1.00 
per kilowatt of contract demand.

7.  Excess Transformer Capacity:  The transformer capacity in 
excess of a customer's contract demand which is either required 
by the Company because of the nature of the customer's load or 
requested by the customer.  Excess transformer capacity shall be 
billed at $1.00 per kva per month.

8.  Voltage Discount:  The charges before adjustments will be 
reduced by 6% for service delivered and metered at voltages of 
from 2 kv through 50 kv and by 15% for service delivered and 
metered at voltages over 50 kv.








Advice Letter No. 669-E             Date Filed December 31, 1984
Decision No. 84-12-068                 Effective January 1, 1985
                                       Resolution No.

                       Michael R. Peevey
                       Vice President


              Revised Cal. P.U.C. Sheet No. 7120-E, 5755-E and
                 Cancelling Revised Cal. P.U.C. Sheet No. 5862-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                          Schedule No. TOU-8
                        GENERAL SERVICE - LARGE


SPECIAL CONDITIONS (Continued)

9.  Power Factor Adjustment:

    a.  Service Delivered and Metered at 4 kv or greater:
The charges will be adjusted each month for reactive demand.  
The charges will be increased by 20 cents per kilovar of maximum 
reactive demand imposed on the Company in excess of 20% of the 
maximum number of kilowatts.

the maximum reactive demand shall be the highest measured 
maximum average kilovar demand indicated or recorded by metering 
to be supplied by the Company during any 15-minute metered 
interval in the month.  The kilovars shall be determined to the 
nearest unit.  A device will be installed on each kilovar meter 
to prevent reverse operation of the meter.

    b.  Service delivered and metered at less than 4 kv:
The charges will be adjusted each month for the power factor as 
follows:  The charges will be decreased by 20 cents per kilowatt 
of measured maximum demand and will be increased by 20 cents per 
kilovar of reactive demand.  However, in no case shall the 
kilovars used for the adjustment be less than one-fifth the 
number of kilowatts.

The kilovars of reactive demand shall be calculated by 
multiplying the kilowatts of measured maximum demand by the 
ratio of the kilovar-hours to the kilowatt hours.  Demands in 
kilowatts and kilovars shall be determined to the nearest unit.  
A ratchet device will be installed on the kilovar-hour meter to 
prevent its reverse operation on leading power factors.

10.  Temporary Discontinuance of Service:  Where the use of 
energy is seasonal or intermittent, no adjustments will be made 
for a temporary discontinuance of service.  Any customer prior 
to resuming service within twelve months after such service was 
discontinued will be required to pay all charges which would 
have been billed if service had not been discontinued.





Advice Letter No. 604-E            Date Filed  December 30, 1982
Decision No. 82-12-055                 Effective January 1, 1983
             82-12-115                   Resolution No. AR-92454

                         Edward A. Myers, Jr.
                         Vice President




                            Revised Cal. P.U.C. Sheet No. 8263-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 8190-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                          Schedule No. TOU-8
                        GENERAL SERVICE - LARGE


SPECIAL CONDITIONS (Continued)

11.  Supplemental Visual Demand Meter:  Subject to availability, 
and upon written application by the customer, the Company will, 
within 180 days, supply and install a Company-owned supplemental 
visual demand meter.  The customer shall provide the required 
space and associated wiring beyond the point of interconnection 
for such installation.  Said supplemental visual demand meter 
shall be in parallel with the standard billing meter delineated 
in Special Condition 3 above.  The readings measured or recorded 
by the supplemental visual demand meter are for customer 
information purposes only and shall not be used for billing 
purposes in lieu of meter readings established by the standard 
billing meter.  If a meter having visual display capability is 
installed by Edison as the standard billing meter, no additional 
metering will be installed pursuant to this Special Condition.

One of the following types of supplemental visual demand meters 
will be provided in accordance with provisions above at no 
additional cost to the customer:  Dial Wattmeter, Recording 
Wattmeter, or Paper-Tape Printing Demand Meter.

If the customer desires a supplemental visual demand meter 
having features no available in any of the above listed meters, 
such as an electronic microprocessor-based meter, the Company 
will provide such a supplemental visual demand meter subject to 
a monthly charge, if the meter and its associated equipment have 
been approved for use by the Company.  Upon receipt from the 
customer of a written application the Company will design the 
installation and will thereafter supply, install, and maintain 
the supplemental visual demand meter subject to all conditions 
stated in the first and last paragraph of this Special 
Condition.  For purposes of computing the monthly charge, any 
such supplemental visual demand meter and associated equipment 
shall be treated as Added Facilities in accordance with Rule No. 
2, Paragraph H, Section 1 and 2 of the tariff rules.  Added 
investment for computing the monthly charge shall be reduced by 
the Company's estimated total installed cost at the customer 
location of the Paper Tape Printing Demand Meter offered 
otherwise herein at no additional cost.

The Company shall have sole access for purposes of maintenance 
and repair to any supplemental visual demand meter installed 
pursuant to this Special Condition and shall provide all 
required maintenance and repair.  Periodic routine maintenance 
shall be provided at no additional cost to the customer.  Such 
routine maintenance includes changing charts, inking pens, 
making periodic adjustments, lubricating moving parts and making 
minor repairs.  Non-routine maintenance and major repairs or 
replacement shall be performed on an actual costs basis with the 
customer reimbursing the Company for such cost.

12.  Contracts:  An initial three-year facilities contract may 
be required where applicant requires new or added serving 
capacity exceeding 2,000 kva.

13.  Steel Surcharge Adjustment:  The rates above are subject to 
adjustment as provided in Park K of the Preliminary Statement, 
at a billing factor of 0.026 cents per kwh.





Advice Letter No. 674-E                 Date Filed April 4, 1985
Decision No. 83-08-056                     Effective May 1, 1985
                                        Resolution No.  AR-92454


                         Michael R. Peevey
                       Senior Vice President


                            Revised Cal. P.U.C. Sheet No. 7816-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 6047-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                             Rule No. 21
                COGENERATION AND SMALL POWER PRODUCTION
                      INTERCONNECTION STANDARDS


General.  This rule sets forth requirements and conditions for 
interconnected non Company-owned generation where such 
generation may be connected for (1) parallel operation with the 
service of the Company or (2) isolated operation with standby or 
breakdown service provided by the Company.  For purposes of this 
rule, the interconnecting entity shall be designated the 
Producer.

B.  Conditions.

    1.  An agreement executed by the Company and the Producer 
shall be required for interconnected service.  Terms for the 
purchase of power by the Company if applicable, shall be 
included therein.

    2.  Interconnection with the Company's system may not be 
made until and unless the Company has determined that the 
interconnection complies with the design and operating 
requirements set forth herein.

    3.  Where interconnection protective equipment is owned, 
operated and maintained by the Producer, the Producer shall be 
responsible for damages to the Company or to others arising out 
of the misoperation or malfunction of the Producer-owned 
equipment.

    4.  The Producer is solely responsible for providing 
adequate protection for the Producer's facilities interconnected 
with the Company's system.

C.  Design and Operating Requirements.  Each generation facility 
which is or can be connected to the Company's electric system 
shall be designed and operated so as to prevent or protect 
against the following adverse conditions on the Company's 
system.  These conditions can cause electric service 
degradation, equipment damage, or harm to persons:

1.  Inadvertent and unwanted re-energization of a utility dead 
line or bus.

2.  Interconnection while out of synchronization.

3.  Overcurrent.

4.  Utility system load imbalance.

5.  Ground faults.

6.  Generated alternating current frequency outside permitted 
safe limits.

7.  Voltage generated outside permitted limits.

8.  Poor power factor.

9.  Harmful wave forms.

The necessary protective equipment (relays, switchgear, 
transformers, etc.) can be provided by the Producer or by the 
Company.

Explanatory information, operating rules and guidelines for 
meeting the above requirements for small (below 100kw), medium 
(100-1000 kw), and large (above 1000 kw) facilities are 
contained in the Company's guidelines for cogenerators and small 
power producers.  Copies of said guidelines are available from 
the Company.

D.  Interconnection Facilities.

1.  Interconnection facilities include all required means, and 
apparatus installed, to interconnect the Producer's generation 
with the Company's system.  Where the Producer desires to sell 
power to the Company, interconnection facilities include also 
all required means, and apparatus installed, to enable the 
Company to receive power deliveries from the Producer.  
Interconnection facilities may include, but are not limited to:




Advice Letter No. 640-E              Date Filed January 13, 1984
Decision No. 83-10-093               Effective February 12, 1984
                                     Resolution No. AR-92454


                       Michael R. Peevey
                     Senior Vice President


                            Revised Cal. P.U.C. Sheet No. 7817-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 7209-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                             Rule No. 21
                COGENERATION AND SMALL POWER PRODUCTION
                      INTERCONNECTION STANDARDS
                              (Continued)

D. Interconnection Facilities. (Continued)

    a.  Connection, transformation, switching, communications, 
control, protective and safety equipment; and
    b.  Any necessary reinforcements and additions to the 
Company's system by the Company.

2.  Where interconnection facilities are to be installed for the 
Producer's use as added facilities, the Producer shall advance 
to the Company the installed cost of the added facilities.  At 
the Producer's option, and where such Producer's generation is a 
qualifying facility and the Producer has established credit 
worthiness to the Company's satisfaction, the Company shall 
finance those added facilities it deems to be removable and 
reusable equipment.  Such equipment shall include, but not be 
limited to, transformation, disconnection, and metering 
equipment.  Added facilities provided under either of the 
foregoing arrangements are subject to the monthly charge as set 
forth in Section H of the Company's Rule No. 2 Description of 
Service, on file with and authorized by the Commission.

3.  When a Producer wishes to reserve facilities paid for by the 
Producer, but idled by an energy sale conversion, the Company 
shall impose a special facilities charge reimbursing the Company 
for costs related to its operation and maintenance of the 
facility.  When a Producer no longer needs facilities for which 
it has paid, the Producer shall, at a minimum, receive from the 
Company credit for the net salvage value of the facilities 
dedicated to Company use.  If the Company is able to make use of 
these facilities to serve other customers, the Producer shall 
receive the fair market value of the facilities determined as of 
the date the Producer either decides no longer to use the 
facilities or fails to pay the required maintenance fee.

4.  The Producer shall be responsible for the costs of exploring 
the feasibility of a project or its interconnection with the 
Company system, including reasonable advance charges imposed by 
the Company for feasibility studies.

5.  An interconnection line study for any Producer shall take no 
more than one year to complete.

6.  The Producer shall be responsible for the costs of 
telemetering and safety checks except to the extent that, under 
the Company's effective tariffs, a comparable customer would not 
be similarly charged.

7.  The Company shall, upon request, give the Producer a binding 
estimate for line extension and interconnection costs; however, 
such estimates shall be in effect for a period not to exceed one 
year from the date provided.  A reasonable breakdown of cost 
estimates shall also be provided in a form sufficiently detailed 
and understandable by the Producer.

8.  The Company shall have the right to inspect the Producer's 
interconnection facilities prior to the commencement of parallel 
operations and require modifications as necessary.

9.  The site of interconnection facilities shall be accessible 
to Company personnel.

E.  Interconnection Reinforcement and/or Additions.  The 
Company's effective tariffs governing interconnection costs and 
added or special facilities agreements shall be applied to line 
and system reinforcement and/or additions.  In addition, the 
following shall apply:

1.  A Producer shall pay for new or additional line capacity if 
necessary for the Company to receive the Producer's power.

2.  The costs of any line reinforcement and/or addition 
undertaken at the option of the Company to serve additional 
future customers or Producers shall be borne by the Company.


Advice Letter No.  640-E             Date Filed January 13, 1984
Decision No. 83-10-093               Effective February 12, 1984
                                     Resolution No. AR-92454

                        Michael R. Peevey
                      Senior Vice President
                            Revised Cal. P.U.C. Sheet No. 7818-E
                 Cancelling Revised Cal. P.U.C. Sheet No. 6049-E

SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
Rosemead, California 91770


                             Rule No. 21
                COGENERATION AND SMALL POWER PRODUCTION
                      INTERCONNECTION STANDARDS
                             (Continued)


E.  Interconnection Reinforcement and/or Additions. (Continued)

    3.  For two or more Producers seeking to use an existing 
line, a first come, first served approach shall be used.  This 
approach shall require that the first Producer to request an 
interconnection shall, pursuant to written agreement, have the 
right to use the existing line and shall incur no obligation for 
costs associated with future line capacity needed to accommodate 
other Producers or customers.  The Company's Standard Offer 
and/or power purchase agreements for cogeneration and small 
power production facilities shall specify the date by which the 
Producer must begin construction.  If that date passes and 
construction has not commenced, the Producer shall be given 30 
days to correct the deficiency after receiving a reminder from 
the Company that the construction start-up date has passed.  If 
construction has not commenced after the 30-day corrective 
period, the Company shall have the right to withdraw its 
commitment to the first Producer and offer the right to 
interconnect on the existing line to the next Producer in order.  
If two Producers establish the right of first-in-time 
simultaneously, the two Producers shall share the costs of any 
additional line capacity necessary to facilitate their 
cumulative capacity requirements.  Costs shall be shares based 
on the relative proportion of capacity each Producer will add to 
the line.

4.  The applicable Company tariff provisions shall be applied to 
a Producer who pays for interconnection reinforcement and/or 
additions that later accommodate a second Producer as those 
provisions which would be applied to a comparable Company 
customer.

5.  The Producer shall be responsible for the costs of only 
those future system alterations which are necessary to maintain 
the California Public Utilities Commission's adopted 
interconnection standards for the Producer's particular 
interconnection facilities.  The relevant interconnection 
standards shall be those in effect at the time the contract is 
signed.  Should much alterations not be directly required by, or 
beneficial to the Producer, the Producer shall be treated like 
any other customer on the Company's system.

F.  Watering.

1.  If the Producer desires to sell electric power to the 
Company, the Company shall provide, own and maintain at the 
Producer's expense all necessary meters and associated equipment 
to be utilized for the measurement of energy and capacity for 
determining the Company's payment to the Producer pursuant to an 
applicable agreement.

2.  For purposes of monitoring generator operation an 
determination of standby charges, the Company shall have the 
right to install generation metering at the Producer's expense, 
where the Producer's generation is 10 mw or greater, 
telemetering equipment may also be required at the Producer's 
expense.

3.  The Producer shall provide, at no expense to the Company, a 
suitable location for all meters and associated equipment in 
accordance with Rule No. 16.

4.  Where necessary the Company and the Producer shall agree on 
an appropriate compensation method for transformer losses as 
specified in the agreement.

5.  The Company shall install a ratchet device so as to prevent 
reverse operation on the meter(s) recording power provided by 
the Company, and where appropriate in each of the following 
cases on, (i) the meter(s) recording reactive demand imposed on 
the Company's electric system, and (ii) the meter(s) recording 
power purchased by the Company.

6.  Provision for meter tests and adjustments of bills or 
payments to the Producer for meter error shall be consistent 
with Rule No. 17.

End of Appendix C - Tariff Schedule No. TOU-8 Rule 21



                      APPENDIX D


Not attached.  Please refer to the "Fifth Interim Opinion, 
Qualifying Facility Milestone Procedure, the Fourth Edition".  
Decision 86-04-053 April 16, 1986, I. 84-04-077 (filed April 18, 
1984) before the Public Utilities Commission of the State of 
California.)




                          AMENDMENT NO. 1
            TENNECO OIL COMPANY POWER PURCHASE AGREEMENT
                         (NEWHALL PHASE II)

                          AMENDMENT NO. 1
                               TO THE
                      POWER PURCHASE CONTRACT
                         (NEWHALL PHASE II)
                              BETWEEN
                 SOUTHERN CALIFORNIA EDISON COMPANY
                                AND
                         TENNECO OIL COMPANY

1.  PARTIES

The parties to this Amendment No. 1 ("Amendment") to the Power 
Purchase Contract are Tenneco Oil Company, hereinafter referred 
to as "Tenneco," a Delaware corporation, and Southern California 
Edison Company, a California corporation, hereinafter referred 
to as "Edison," individually "Party," collectively "Parties."

RECITALS

    2.1  On December 20, 1985, Tenneco and Edison executed an 
agreement entitled Power Purchase Contract/(Newhall Phase II) 
between Tenneco Oil Company and Southern California Edison 
Company (referred to in this Amendment as "original Contract").

    2.2  The Parties desire to amend the Original Contract to 
incorporate the executed Interconnection Facilities Agreement.

3.  AGREEMENT

In consideration of the terms and conditions contained in this 
amendment, the Parties agree as follows:

    3.1  Effective Date
         This Amendment No. 1 shall become effective on the date 
of execution by the parties.

    3.2  Changes to the Original Contract Provisions
         The following changes shall be made in the Original 
Contract:

    3.2.1 On Page 9 of the Original Contract, insert a new 
section following Section 4.27 and renumber subsequent sections 
as follows:  "Section 4.28".
    4.28  Qualifying Facility Milestone Procedure ("QFMP")
A statewide procedure adopted by the Commission in Decision No. 
85-01-038 on January 16, 1985, as modified by Decision No. 85-
06-163, Decision No. 85-08-045 and Decision No. 85-11-017, and 
as may be modified by future Commission decisions following from 
QFMP quarterly reviews as ordered in Commission Decision No. 85-
12-075, attached hereto as Appendix D and incorporated herein by 
reference.  The QFMP contains milestones used to (1) establish 
an on-going statewide interconnection priority procedure for 
Qualify Facilities ("QF") projects wishing to interconnect with 
an electric utility's electrical system; (2) determine the 
current status of QF development in the state; and (3) establish 
an on-going tracking of QF development to aid in transmission 
and resource planning.

    3.2.2  On Page 38 of the Original Contract, add the 
following new section number 25;

25. OBLIGATIONS OF THE PARTIES UNDER THE QUALIFYING FACILITY 
MILESTONE PROCEDURE

    25.1 To accommodate power deliveries from Seller's 
Generating Facility under this Agreement, Edison shall 
interconnect Seller's Generating Facility to the Edison electric 
system in accordance with the terms of this Agreement, Edison's 
Tariff Rule No. 21, and the QFMP.

    25.2 Seller acknowledges that it has read Edison's Tariff 
Rule No. 21 and the QFMP and Seller understands its obligations 
and the consequences to Seller for failure to meet any of the 
QFMP milestones.  Failure to meet any of the milestones may 
result in the termination of this Agreement and forfeiture of 
Seller's Project Fee for the reasons set for in the QFMP.

    25.3  Within ten (10) working days after compliance with a 
WFMP milestone or the date scheduled for Seller's compliance 
with a QFMP milestone, whichever occurs first, Seller shall 
submit written notification to Edison that a particular QFMP 
milestone either has or has not been met.  Pursuant to the QFMP, 
Edison shall notify Seller, in writing, within fifteen (15) 
working days, after Seller'' notification or after the date 
scheduled for Seller's compliance with a particular QFMP 
milestone, whichever comes first, whether Seller is or is not in 
compliance with that particular QFMP milestone.

    25.3.1  If Seller's performance is not in compliance with a 
schedule QFMP milestone, Edison shall enumerate the reasons for 
such non-compliance in said written notification to Seller.

    25.3.2  Seller shall have fifteen (15) working days from the 
date it receives Edison's written notification of noncompliance 
to cure any deficiency to effectuate compliance with a QFMP 
milestone.

    25.3.3  If Seller fails to cure said deficiency within the 
fifteen (15) working day cure period, Edison shall, within ten 
(10) working days thereafter notify Seller that it has missed 
that particular QFMP milestone.

    25.4  If Seller misses a QFMP milestone pursuant to Section 
25.3.3 herein, Seller shall lose its priority for transmission 
capacity.

    25.4.1  Seller shall have forty-five (45) calendar days, 
commencing with the date of receipt of written notification from 
Edison of the missed QFMP milestone to establish a new priority 
for transmission capacity.  To establish said priority, Seller 
must provide Edison with information indicating the continued 
viability of Seller's project.  Such information, pursuant to 
the QFMP, shall include:

  (i) An updated project definition; and

  (ii) An updated final project development schedule or 
preliminary development schedule, whichever is appropriate; and

  (iii)  A written request for a new interconnection study; if 
both Seller and Edison agree that tone is necessary, Seller 
shall pay the cost of such study as appropriate.

If Seller fails to provide the information required pursuant to 
Section 25.4.1 herein, Seller's project shall be deemed no 
longer viable; the Project Fee shall be forfeited and this 
Agreement shall terminate.

3.2.3  Incorporate Appendix A.3, Pages A.3-1 to A.3-3 and 
attachment to Appendix 3, Pages 1-6.

3.2.4  On Page ii of the Original Contract under Appendices 
Section, add the following:
   Appendix D - Qualifying Facility Milestone Procedure 
and add this attachment, Appendix D to the appendix section.

4. OTHER CONTRACT TERMS AND CONDITIONS

Except as expressly amended hereby, all other terms and 
conditions of the original contract shall remain in force and 
effect.

5.  DUPLICATE ORIGINAL

This Amendment No. 1 is executed in two originals.  The 
signatories hereto represent that they have been appropriately 
authorized to enter into this Amendment on behalf of the Party 
for whom they sign.  This Amendment is hereby executed as of 
this 25th day of August 1986.

                              TENNECO OIL COMPANY



                              By:  Robert T. Bogan



                              SOUTHERN CALIFORNIA EDISON COMPANY



                              By:  Glenn J. Bjorklund
                                    Vice President


















                         AMENDMENT NO. 2

                              TO THE

                     POWER PURCHASE AGREEMENT

                             BETWEEN

                       TENNECO OIL COMPANY

                               AND

                 SOUTHERN CALIFORNIA EDISON COMPANY







                       AMENDMENT NO. 2 TO THE
                  POWER PURCHASE AGREEMENT BETWEEN
                       TENNECO OIL COMPANY AND
                 SOUTHERN CALIFORNIA EDISON COMPANY


1.  PARTIES.  This Amendment No. 2 to the Power Purchase 
Agreement between Tenneco Oil Company and Southern California 
Edison Company ("Agreement") is entered into between Tenneco Oil 
Company ("Seller") and Southern California Edison Company 
("Edison"); individually "Party" and collectively "Parties".

2.  RECITALS.  This Amendment No. 2 to the Agreement is made 
with reference to the following facts, among others:

    2.1  The Parties executed the Agreement on August 25, 1986.

    2.2  The Contract specified "Seller Owned and Operated 
Basis" as the Interconnection Facilities Agreement option for 
providing the project's interconnection facilities as set forth 
in Appendix A of the Agreement.

    2.3  Seller wishes to change the Interconnection Facilities 
Agreement option to the "Added Facilities Basis" option.

    2.4  The Parties desire to amend the Agreement to change the 
Interconnection Facilities Agreement to the "Added Facilities 
Basis" option.

3.  AGREEMENT:  The Parties hereby agree to amend the Agreement 
as follows:

    3.1  Page ii of the Table of Contents shall be amended to 
eliminate the reference to Appendix A.2 - Capital Contribution 
Basis, and it shall be replaced with a reference to Appendix A.1 
- - Interconnection Facilities - Added Facilities Basis.

    3.2  Page 8 of the Agreement shall delete the reference to 
Appendix A.2 on Line 4, and shall replace it with Appendix A.1.

    3.3  Part II, Page 40 and 41 of the Agreement shall be 
amended to indicate that Seller elects the Added Facilities 
Basis.  Therefore, the "x" on page 41 will be eliminated, and a 
"x" will be added on Page 40 next to Appendix A.1.

    3.4  Appendix A of the Agreement is deleted and replaced by 
the attached Appendix A.

OTHER CONTRACT TERMS AND CONDITIONS:  Except as expressly 
amended, the terms and conditions of the original Agreement 
shall remain in full force and effect.

5.  SIGNATURE CLAUSE:  The signatories hereto represent that 
they have been appropriately authorized to enter into this 
Amendment No. 2 to the Agreement on behalf of the Party for whom 
they sign.

6.  EFFECTIVE DATE:  This Amendment No. 2 to the Agreement shall 
become effective on the latter of the two signature dates below.



                                  SOUTHERN CALIFORNIA EDISON


                                  By:  Glenn J. Bjorklund
                                        Vice President


                                  Date:  June 19, 1987



                                  TENNECO OIL COMPANY


                                  By:    Robert T. Bogan
                                        Vice President and
                                      Division General Manager


                                  Date:   June 15, 1987