DATED JANUARY 19, 2007

                    (1)  THE KENYA POWER AND LIGHTING COMPANY LIMITED

                    (2)  ORPOWER 4 INC.

                                   ----------

                     OLKARIA III PROJECT SECURITY AGREEMENT

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                                                                               1


                                    CONTENTS

CLAUSE        HEADING                                                       PAGE
1.   AMENDMENT AND RESTATEMENT, DEFINITIONS AND INTERPRETATION.................0
2.   LETTER OF CREDIT..........................................................4
3.   GENERAL...................................................................5
4.   REPRESENTATIONS, WARRANTIES AND COVENANTS.................................6
5.   INDEMNITY.................................................................7
6.   CONFIDENTIALITY...........................................................7
7.   AMENDMENTS................................................................7
8.   MISCELLANEOUS.............................................................7
9.   COMMUNICATIONS............................................................8
10.  GOVERNING LAW AND DISPUTE RESOLUTION......................................9
11.  COUNTERPARTS.............................................................11
     SCHEDULE 1: FORM OF LETTER OF CREDIT.....................................12
     SCHEDULE 2: FORM OF COMFORT LETTER.......................................15
     SCHEDULE 3: FORM OF L/C BANK INSTRUCTION.................................16














                                                                               2


                     OLKARIA III PROJECT SECURITY AGREEMENT

THIS AGREEMENT is dated January 19, 2007.

BETWEEN:

(1)  THE KENYA POWER AND LIGHTING COMPANY LIMITED a company incorporated in
     Kenya with its registered office at Stima Plaza, PO Box 30099-00100,
     Nairobi, Kenya ("KPLC")

(2)  ORPOWER 4 INC. a company incorporated in the Cayman Islands, British West
     Indies with its registered office in Grand Cayman, British West Indies,
     with an office at 6225 Neil Road, Suite 300, Reno, Nevada, U.S.A. and which
     will act through its branch at Off Moi South Lake Road, Hellsgate National
     Park, P.O. Box 1566- 20117, Naivasha, Kenya ("ORPOWER 4")

WHEREAS:

     (A)  KPLC and OrPower 4 have entered into the PPA (as defined below).

     (B)  Pursuant to Clause 11.9.1 of the PPA, KPLC has agreed to provide
          security for all sums payable by KPLC under Clause 11 of the PPA.

     (C)  KPLC and OrPower 4 entered into the Security Agreement dated 5th
          November, 1998, and subsequently entered into the Amended and Restated
          Security dated 17th April 2003, which amended and restated the
          original Security Agreement. The Amended and Restated Security
          Agreement was not operationalized. KPLC and OrPower 4 wish to replace
          these prior arrangements regarding securities, all as described
          herein.

     (D)  This Olkaria III Project Security Agreement is entered into as of the
          date first appearing above, and supercedes the original Security
          Agreement dated 5th November, 1998 and the Amended and Restated
          Security Agreement of dated 17th April 2003 between the Parties
          hereto.

WITNESSETH as follows:

1.   AMENDMENT AND RESTATEMENT, DEFINITIONS AND INTERPRETATION

1.1  With effect from the Effective Date, the original Security Agreement dated
     5th November 1998 and the Amended and Restated Security Agreement dated 17
     April



                                                              Security Agreement

     2003 between the Parties, inclusive of all schedules thereto, shall be
     amended and restated in their entirety by this Olkaria III Project Security
     Agreement.

1.2  In this Agreement and its recitals hereto, unless the context otherwise
     requires, expressions and terms not otherwise defined herein shall have the
     meanings given to them in the PPA.

1.3  In this Agreement the following words and expressions have the following
     meanings:

     "APPROVED BANK": a first class international bank or financial institution
     nominated by KPLC and acceptable to OrPower 4, which, at the Effective
     Date, is any of Standard Chartered Bank (Kenya) Ltd, Barclays Bank of Kenya
     Limited or Citibank N.A. (and in each case their respective successors in
     title) and which, at a later date shall include the above named banks (or
     their respective successors in title, according to the case) on condition
     that there is no material adverse change in the value of such bank (or the
     value of its successor in title from that existing with respect to its
     predecessor) as of the Effective Date, and any other bank or financial
     institution which is reasonably acceptable to OrPower 4;

     "BUSINESS DAY": any day (other than a Saturday or Sunday) on which banks
     are open for business in Kenya;

     "DOLLARS" and "$": the lawful currency for the time being of the Untied
     States of America;

     "EFFECTIVE DATE": means the date first appearing above;

     "GOOD FAITH DISPUTE PROCEDURE": shall be as defined in the PPA;

     "INSOLVENCY EVENT": any of the following events or, in any other
     jurisdiction, any event similar or analogous to any of the following:

     (a)  a resolution being passed, or a petition being presented or any
          proceeding being commenced for the winding up, liquidation,
          administration, rehabilitation, rescue or dissolution of OrPower 4, or
          if OrPower 4 is or becomes the subject of any of those procedures,
          which petition or proceeding is not discharged or cancelled or
          otherwise reversed within 14 days; or

     (b)  OrPower being or becoming unable to pay its debts or suspending or
          threatening to suspend making payment with respect to all or any class
          of its debts;

     "KENYA SHILLINGS": means the lawful currency for the time being of Kenya;

     "L/C BANK": an Approved Bank;


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                                                              Security Agreement

     "L/C BANK LETTER OF INSTRUCTION": a letter in the form set out in Schedule
     3 (form of L/C Bank Letter of Instruction) or such other form as OrPower 4,
     KPLC and the L/C Bank may agree;

     "LETTER OF CREDIT": an irrevocable and transferable standby letter of
     credit issued or to be issued to OrPower 4 pursuant to Clause 2.1 and
     substantially in the form set out in Schedule 1 (Form of Letter of Credit)
     or, if the L/C Bank does not agree to issue a standby letter of credit in
     that form in such other form as KPLC, OrPower 4 and the L/C Bank may
     reasonably agree, and the expression includes each successive letter of
     credit issued pursuant to Clauses 2.2 and 2.3;

     "MONTH": a calendar month;

     "PARTY" and "PARTIES": each party or (as the case may be) the parties to
     this Agreement;

     "PAYMENT DEFAULT" means that KPLC shall have failed to make any payment in
     respect of the Secured Liabilities and:

     (a)  OrPower 4 has given to KPLC notice of that failure (by personal
          delivery or by facsimile transmission in accordance with Clause 9),
          specifying in that notice the amount of that non-payment and two (2)
          Business Days (or where such payment was required to be made to a
          payee outside the Republic of Kenya, five (5) Business Days) have
          elapsed since the giving of that notice; and

     (b)  either there is no dispute regarding the amount which KPLC has failed
          to pay, or, if there is such a dispute, such dispute is not being
          resolved according to the Good Faith Dispute Procedure;

     "PPA": the Amended and Restated Power Purchase Agreement entered into
     between OrPower 4 and KPLC of even date hereof;

     "PROJECT": the conduct of the Appraisal Works, the design, construction and
     operation of the Early Generation Facility and the Plant and the sale to
     KPLC of electricity generated by and capacity made available by the Early
     Generation Facility and the Plant;

          "RESERVED AMOUNT": means an amount equal to RA in the following
     formula:

          RA = CP + 0.96 * EC

     where:

          (a)  in respect of the first three Letters of Credit to be issued
               under this Agreement:

               CP = CCRF(P) * 36 MW; and


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                                                              Security Agreement

               EC = ECR(P) * 36 MW * 8760; and
                                     ----
                                      12

          (b)  in respect of the fourth and each subsequent Letter of Credit to
               be issued under this Agreement:

               CP = [SIGMA] (CCRF(P) * CCF)(R-12);
                            ---------------
                               12

               EC = [SIGMA] (ECR(P) * CCF)(R-12) *  8760;
                                                   -----
                                                   12*12

               (or, in respect of the fourth such Letter of Credit, if at the
               relevant time fewer than twelve (12) months have elapsed since
               the Full Commercial Operation Date, such amounts to be calculated
               pro rata)

     and where:

     CCRF(P), ECR(P) and CCF shall have the meanings given to those items in
     Schedule 5 of the PPA;

     R is the month in which the Reserved Amount is calculated; and

     [SIGMA](expression)(R-12) means the sum of that expression for the 12
     months prior to month R; and

     "SECURED LIABILITIES": all present and future obligations and liabilities
     of KPLC to pay sums on or after the Plant Commissioning Date to OrPower 4
     under Clause 11 of the PPA.

1.4  References to Clauses and Schedules are to the clauses and schedules of or
     to this Agreement.

1.5  Clause headings are inserted for ease of reference only and are not to
     affect the interpretation of this Agreement.

1.6  Except to the extent the context otherwise requires, any reference in this
     document to this "Agreement" shall include this Agreement as amended,
     varied, supplemented, novated or replaced from time to time.

1.7  References to any person are to be construed to include references to that
     person's successors, transferees and assigns.

1.8  Words denoting the singular number only shall include the plural number
     also and vice versa, and words denoting natural persons shall be
     interpreted as referring to corporations and any other legal entities and
     vice versa.


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                                                              Security Agreement

1.9  All references to time shall be to Kenya time.

1.10 The term including shall be construed without limitation.

1.11 In the event of any conflict between the Clauses and the Schedules, the
     Clauses shall prevail.

2.   LETTER OF CREDIT

2.1  KPLC shall, within 30 days of execution of this Olkaria III Project
     Security Agreement, procure that the L/C Bank establishes and maintains in
     favour of OrPower 4 a Letter of Credit in an amount not less than four (4)
     times the Reserved Amount as anticipated by the Parties as at the Full
     Commercial Operation Date.

     On the Effective Date, KPLC and OrPower 4 shall jointly instruct the L/C
     Bank in accordance with the terms of the L/C Bank Letter of Instruction.

2.2  KPLC shall ensure that the Letter of Credit shall have an expiry date not
     less than twelve (12) months from the date of its issue and shall ensure
     that successive Letters of Credit shall thereafter be issued (subject to
     Clause 2.7 and notwithstanding the provisions of Clause 2.4) for successive
     periods of twelve (12) months each, each such Letter of Credit to be in an
     amount not less than four times the Reserved Amount from time to time
     agreed or determined under Clause 2.3. OrPower 4 and KPLC shall not
     unreasonably withhold their agreement to the form of the first or any
     successive Letter of Credit if the L/C Bank will not issue such Letter of
     Credit substantially in the form set out in Schedule 1.

2.3  Within five (5) Business Days of the Effective Date with respect to the
     first Letter of Credit, and not less than sixty-five (65) days prior to the
     expiry date of the first Letter of Credit and of each subsequent Letter of
     Credit, OrPower 4 will notify KPLC, with a copy to the L/C Bank, of the
     relevant Reserved Amount to be used to calculate the amount of the next
     succeeding Letter of Credit, such notice to be accompanied by its
     calculations showing how that amount has been calculated. KPLC will have
     five (5) Business Days to advise OrPower 4 whether or not it agrees with
     OrPower 4's figure. If KPLC does not agree with that figure, and that
     figure is not agreed between OrPower 4 and KPLC within a further period of
     ten (10) Business Days, KPLC may refer the matter to an Expert for
     determination in accordance with Clause 19.3 of the PPA. If KPLC does not
     refer the matter to an Expert in accordance with this Clause 2.3, OrPower
     4's figure shall apply.

2.4  Subject to Clause 2.7, the L/C Bank shall be irrevocably instructed by KPLC
     and by OrPower 4 that, if by the second Business Day prior to the expiry
     date of any Letter of Credit, KPLC has not caused the renewal of the Letter
     of Credit, then the L/C Bank shall automatically renew the Letter of Credit
     by drawing down the balance of the Letter of Credit immediately prior to
     its expiry. The L/C Bank shall issue such new Letter of Credit upon the
     expiration of the existing Letter of Credit.


                                       4



                                                              Security Agreement

2.5  On and after the occurrence of a Payment Default which is continuing, and
     without prejudice to any other rights or remedies which OrPower 4 may have
     against KPLC, OrPower 4 shall be entitled to make demand under the Letter
     of Credit for an amount no greater than the amount of the Secured
     Liabilities then due but unpaid. Any such demand shall be in writing and
     signed by a duly authorised representative of OrPower 4. OrPower 4 shall
     provide a copy of the demand to KPLC (by personal delivery or by facsimile
     transmission in accordance with Clause 9) contemporaneously with delivery
     of the demand to the L/C Bank.

2.6  Until such time as the Secured Liabilities are paid or satisfied in full,
     KPLC shall use all reasonable endeavours to reinstate any Letter of Credit
     in respect of which a demand has been made pursuant to Clause 2.10 within
     thirty (30) days after that demand is made and shall in any event reinstate
     such Letter of Credit within ninety (90) days after such demand.

2.7  KPLC shall not be obliged to ensure the issue of a new Letter of Credit in
     accordance with Clause 2.2 on or at any time after the twelfth (12th)
     anniversary of the Full Commercial Operation Date.

2.8  All costs, charges, expenses, taxes and fees relating to the establishment
     and maintenance of the Letter of Credit shall be borne and paid by KPLC,
     provided however, that OrPower 4 shall reimburse KPLC for such costs,
     charges, expenses, taxes and fees paid up to the total aggregate amount of
     1% (one percentage) per annum of the then prevailing face value of the
     Letter of Credit issued in favour of OrPower 4 in accordance with this
     Clause 2. OrPower 4 shall reimburse amounts payable to KPLC pursuant to
     this Clause 2.8 quarterly in arrears, within 30 days of KPLC's invoice
     documenting such costs at the end of the quarter, up to the aforesaid cap.

2.9  Orpower 4 undertakes not to make a demand under the Letter of Credit before
     the Plant Commissioning Date.

2.10 There are no conditions precedent to the effectivity of this Olkaria III
     Project Security Agreement.

3.   GENERAL

3.1  This Agreement shall continue in force until the day immediately preceding
     the twelfth (12th) anniversary of the Full Commercial Operation Date.

3.2  The security constituted by this Agreement shall be continuing security,
     shall extend to the ultimate balance of the Secured Liabilities and shall
     continue in full force and effect notwithstanding any intermediate payment
     in whole or in part of the Secured Liabilities.

3.3  KPLC's liability under this Agreement shall not be discharged or impaired
     by:


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                                                              Security Agreement

     (a)  the dealing with, existence or validity of any other guarantee or
          security taken by OrPower 4 in relation to the PPA or the Secured
          Liabilities or any enforcement of or failure to take, perfect or
          enforce any such security;

     (b)  any amendment to or variation of the PPA or any security relating to
          the PPA or the Secured Liabilities;

     (c)  any release of or granting of time or any other indulgence to KPLC or
          any third party; or

     (d)  any other act, event or omission which would or might but for this
          Clause 3.3 operate to impair or discharge the security constituted by,
          or KPLC's liability under, this Clause including any act, omission or
          thing which would or might afford a defence to a surety.

4.   REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1  Each Party represents, warrants and undertakes to the other that:

     (a)  this Agreement does not and will not conflict with or result in any
          breach or constitute a default under any agreement, instrument or
          obligation to which that Party is a party or by which it is bound;

     (b)  all necessary authorisations and consents to enable or entitle that
          Party to enter into this Agreement and which are material in the
          context of this Agreement have been obtained and will remain in full
          force and effect during the term of this Agreement;

     (c)  that Party shall obtain, effect and maintain all governmental
          licences, authorisations, consents, registrations, filings or
          approvals which are at any time necessary to enable it to comply with
          and/or perform its obligations under this Agreement;

4.2  OrPower 4 undertakes:

     (a)  that it will give prompt notice to KPLC of any Insolvency Event; and

     (b)  immediately upon termination of this Agreement or (if earlier) of the
          PPA, each other than due to a KPLC default relating to the Secured
          Liabilities, to:

          (i) give notice to that effect to the L/C Bank; and

          (ii) request and instruct the L/C Bank to cancel immediately the
     Letter of Credit, and to do all acts and things, and sign, seal, execute,
     deliver and perfect all deeds,


                                       6



                                                              Security Agreement

     instruments, notices and documents which the L/C Bank reasonably considers
     to be necessary or desirable in order to effect the cancellation.

5.   INDEMNITY

     OrPower 4 irrevocably and unconditionally agrees to indemnify KPLC and keep
     it indemnified against all losses, damages, costs, expenses, demands and
     claims (including interest, penalties, legal and other costs and expenses
     and any taxes thereon, if applicable) incurred or to be incurred by KPLC
     and arising out of all or any of:

     (a)  the making of any demand under the Letter of Credit otherwise than
          strictly in accordance with this Agreement; and

     (b)  the failure by OrPower 4 to give any such notice, instruction or
          request as is referred to in Clause 4.2(a) or (b)(i).

     For the avoidance of doubt, in no case shall OrPower 4 be liable to KPLC
     for any indirect or consequential losses or damages.

6.   CONFIDENTIALITY

     The provisions of Clause 18 of the PPA shall be incorporated mutatis
     mutandis in this Agreement. The provisions of this Clause 6 shall survive
     the termination or expiry of this Agreement.

7.   AMENDMENTS

     This Agreement shall not be amended except by an instrument executed by all
     the Parties.

8.   MISCELLANEOUS

8.1  No delay or omission on the part of any Party in exercising any right or
     remedy under this Agreement shall impair that right or remedy or operate as
     or be taken to be a waiver of it nor shall any single partial or defective
     exercise of any such right or remedy preclude any other or further exercise
     under this Agreement of that or any other right or remedy.

8.2  The rights of the Parties under this Agreement are cumulative and not
     exclusive of any rights provided by law and may be exercised from time to
     time and as often as the Parties deem expedient.

8.3  Any waiver by either Party of any terms of this Agreement or any consent or
     approval given by either Party under it shall only be effective if given in
     writing and then only for the purpose and upon the terms and conditions, if
     any, on which it is given and if agreed to by the other Party.


                                       7



                                                              Security Agreement

8.4  If at any time any one or more of the provisions of this Agreement is or
     becomes illegal, invalid or unenforceable in any respect under any law of
     any jurisdiction neither the legality, validity or enforceability of the
     remaining provisions of this Agreement nor the legality, validity or
     enforceability of such provision under the law of any other jurisdiction
     shall be in any way affected or impaired as a result.

8.5  This Agreement may not be assigned by either Party without the consent in
     writing of the other Party provided that:

     (a)  OrPower 4 may transfer, assign or novate this Agreement to any
          provider to it of finance for the purposes of the Project; and

     (b)  this Agreement may be assigned by either Party with the prior written
          consent of the other Party and the provisions of Clause 21.2 of the
          PPA shall apply to this Agreement.

8.6  Waiver of Sovereign Immunity

     KPLC agrees that the execution, delivery and performance by it of this
     Agreement and the obligation to open and maintain Letters of Credit
     hereunder, constitute private and commercial acts. In furtherance of the
     foregoing, KPLC agrees that:

     (a)  should any proceedings be brought against KPLC or its assets in any
          jurisdiction in connection with this Agreement, or in connection with
          any of KPLC's obligations or any of the transactions contemplated by
          this Agreement, no claim of immunity from such proceeding will be
          claimed by or on behalf of itself or any of its assets;

     (b)  it waives any right of immunity which KPLC or any of its assets has or
          may have in the future in any jurisdiction in connection with any such
          proceedings.

9.   COMMUNICATIONS

9.1  Any notice or other communication to be given by one Party to the other
     under or in connection with this Agreement shall be given in writing and
     may be delivered personally or sent by prepaid airmail or facsimile to the
     recipient in accordance with the details set out below or to such other
     address and/or facsimile number and/or person as the Parties may notify
     each other in accordance with this Clause for such purpose:

     OrPower 4
     Postal address:


                                       8



                                                              Security Agreement

     6225 Neil Road Suite 300
     Reno
     Nevada 89511-1136
     USA

     Fax Number: Nevada, USA (775) 356-9039
     Telephone Number: Nevada, USA (775) 356-9029
     with a copy to:

     OrPower 4
     Off Moi South Lake Road,
     Hellsgate National Park
     P.O. Box 1566- 20117
     Naivasha Kenya

     Fax Number: +254-50-50668
     Telephone Number: +254-50-50664 or +254-50-50663

     In either case marked for the attention of: The Company President

     KPLC
     Postal Address:
     The Kenya Power and Lighting Company Limited
     Stima Plaza
     PO Box 30099-00100
     Nairobi
     Kenya

     Fax Number: Nairobi, 337351
     Telephone Number: Nairobi 243366

     Marked for the attention of: The Company Secretary.

9.2  Every notice or other communication shall be deemed to have been received
     (if sent by post) five (5) days after being posted prepaid airmail and (if
     delivered personally or by facsimile transmission) at the time of actual
     delivery or (in the case of a facsimile transmission) on confirmation of
     transmission.

10.  GOVERNING LAW AND DISPUTE RESOLUTION

10.1 This Agreement is governed by and shall be construed in accordance with the
     laws of Kenya.

10.2 Any dispute or difference of any kind between the parties in connection
     with or arising out of this Agreement or the breach, termination or
     validity hereof (a "DISPUTE") shall be


                                       9



                                                              Security Agreement

     finally settled by arbitration under the Rules of Conciliation and
     Arbitration of the International Chamber of Commerce in accordance with the
     said Rules which Rules are deemed to be incorporated by reference into this
     Clause 10.2. It is hereby agreed that:

     (a)  the seat of the arbitration shall be London, England;

     (b)  there shall be a single arbitrator;

     (c)  the language of the arbitration shall be English;

     (d)  the award rendered shall apportion the costs of the arbitration;

     (e)  the award shall be in writing and shall set forth in reasonable detail
          the facts of the Dispute and the reasons for the tribunal's decision;

     (f)  the award in such arbitration shall be final and binding upon the
          Parties and judgment thereon may be entered into in any Court having
          jurisdiction for its enforcement; and the Parties renounce any right
          of appeal from the decision of the tribunal insofar as such
          renunciation can validly be made.

     If there is a conflict between this Agreement and the said Rules, this
     Agreement shall prevail.

10.3 Neither Party shall have any right to commence or maintain any legal
     proceeding concerning a Dispute relating to this agreement until the
     Dispute has been resolved in accordance with Clause 10.2, and then only to
     enforce or execute the award under such procedure.

10.4 The Parties shall each secure that all arbitrators and Experts shall agree
     to be bound by the provisions of Clause 6 of this Agreement as a condition
     of appointment.

10.5 The Parties shall continue to perform their obligations under this
     Agreement during any Expert or Arbitration proceeding.

10.6 Each Party hereby represents and warrants to the other that if any lawsuit
     or proceeding (including but not limited to all kinds of suits, court or
     arbitration proceedings, or enforcement of court decisions) related to this
     Agreement or the transactions contemplated in this Agreement is initiated
     against itself or is assets, it shall make no claim of immunity (sovereign
     or otherwise) from such lawsuit or proceeding on its behalf or for its
     assets.


                                       10



                                                              Security Agreement

11.  COUNTERPARTS

     This Agreement may be signed in any number of counterparts. Any single
     counterpart or a set of counterparts signed, in either case, by the Parties
     shall constitute a full and original Agreement for all purposes.

IN WITNESS whereof the parties hereto have executed and delivered this Agreement
as a Deed the day and year first before written.

SEALED with the COMMON SEAL of )
THE KENYA POWER AND            )
LIGHTING COMPANY LIMITED       )
In the presence of:            )

                       Director

                      Secretary

For and on behalf of           )
ORPOWER 4 INC. by Ernest Mabwa )   _____________________________________________

Authorised Representative


                                       11



                                                              Security Agreement

                                   SCHEDULE 1

                            FORM OF LETTER OF CREDIT

Draft LC TO: [ORPOWER 4, full address, to be advised to [Name of Advising Bank]]

1.   By order and for the account of our customer KPLC of Stima Plaza, Kolobot
     Road, P.O Box 30099-00100 Nairobi, we [Bank] this [__] day of [___] hereby
     establish and issue in your favour this irrevocable letter of credit (the
     "Letter of Credit") payable by means of drawings notify us pursuant hereto
     and at any particular time in the maximum amount of [words ____] [figures
     ____].

     The amount payable under this Letter of Credit shall be available in any
     number of drawings to and including the close of business in Nairobi on
     [__________] ("Expiry Date") against the following document to be presented
     at the offices of [__________], Nairobi:

     (a)  executed demand notice purportedly signed by your officer
          substantially in the form of the Appendix 1 attached hereto;

     (b)  a copy of an independent engineer certificate stating that Plant
          testing has been completed and the Plant is available for full
          commercial operation, [and

     (b)  the original of this Letter of Credit for endorsement.]

2.   If you present such demand notice and this Letter of Credit at such office
     on a Banking Day on or prior to the Expiry Date, we will honour the same by
     payment to you or in accordance with your instructions on or before the
     close of banking business on the fifth (5th) Banking Day after presentment
     thereof.

     The term "Banking Day" means a day (other than a Saturday or Sunday) on
     which banks are open for business in the Republic of Kenya.

3.   Subject to Clause 4, this Letter of Credit shall automatically terminate on
     the Expiry Date.

4.   If, from time to time, by the second Banking Day before the Expiry Date, we
     shall not have issued to you a replacement Letter of Credit by order and
     for the account of our customer, KPLC, in the form hereof (or in such other
     form as shall have substantially the same effect or as you and we may
     reasonably agree) unless otherwise instructed by you, you shall be deemed
     to have presented a demand notice on this Letter of Credit at our Nairobi
     office on such Banking Day for the amount available for drawing under this
     Letter of Credit and such deemed demand shall be honoured by us by payment
     of the amount available for drawing under the Letter of Credit into an
     account that we shall open as security and we will immediately renew the
     Letter of Credit for the amount


                                       12



                                                              Security Agreement

     deemed drawn down for a period of twelve (12) months from the then Expiry
     Date under the same terms and conditions (including the automatic renewal).
     Any such renewal shall be advised to OrPower 4 and KPLC at the address
     herein or such other address as may be notified to us by KPLC and OrPower 4
     from time to time.

5.   This Letter of Credit sets forth in full our undertaking, and such
     undertaking shall not in way be modified, amended, amplified or limited by
     reference to any document, instrument or agreement referred to herein,
     except only the certificates, the instructions to transfer and the drafts
     referred to herein; and any such reference shall not be deemed to
     incorporate herein by reference any document, instrument or agreement
     except for such certificate, such instructions to transfer and such drafts.

6.   This Letter of Credit is transferable in whole or in part.

7.   All Bank charges are for Applicant's account.

This Letter of Credit shall be governed by, and construed in accordance with the
Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500 provided that to the
extent that any of the provisions of this Letter of Credit are inconsistent with
or not covered by such Uniform Customs and Practice such provisions shall be
governed and construed in accordance with English law.

Communications with respect to this Letter of Credit shall be addressed to us at
[__________] attention [___] specifically referring to the number of this Letter
of Credit.


-------------------------------------
Yours faithfully,
Authorised Signatory


                                       13



                                                              Security Agreement

                                    APPENDIX
                              FORM OF DEMAND NOTICE

TO: [Bank]

Dear Sirs

We refer to Irrevocable Letter of Credit No. [__________] (the "Letter of
Credit") issued by you on the [__________] in our favour. In accordance with
Clause 1 thereof, we hereby state, that we are entitled to make this demand
under the Letter of Credit and hereby demand payment of [__________]
([__________]) without deduction or set off (except such as may be required by
law) to be made to our account number [__________] at [enter details of a bank
in [__________] on or before the fifth Banking Day (as defined in the Letter of
Credit) following your receipt of this demand.

Yours faithfully


---------------------------------------
authorised officer for and on behalf of

ORPOWER 4 INC

Copy: The Kenya Power and Lighting Company Limited


                                       14



                                                              Security Agreement

                                   SCHEDULE 2

                      FORM OF COMFORT LETTER - WAS PROVIDED

The Government of the Republic of Kenya ("GOK") is aware that OrPower 4 Inc.
("OrPower 4") is proposing to enter into a power purchase agreement with The
Kenya Power and Lighting Company Limited ("KPLC") pursuant to which OrPower 4
will: design, procure, construct, finance, test, commission, operate and
maintain a generation facility of 8 MW capacity at Olkaria III; appraise and
develop geothermal resources for the purposes of electricity generation at the
generation facility to be known as "Olkaria III"; design, procure, construct,
finance, test and commission a high voltage interconnector connecting OlkariaIII
with the 220 kV switchyard at the proposed Olkaria II generation facility;
design, procure, construct, finance, test, commission, operate and maintain a
generation facility of up to 100 MW capacity at Olkaria III; make available
generating capacity from Olkaria III to KPLC; and sell electricity generated
from Olkaria III to KPLC.

In accordance with GOK's policy on energy matters and private sector
participation in Kenya's electricity supply industry, GOK welcomes the
investment which OrPower 4 is proposing to make in the Republic of Kenya.

GOK recognises that in addition to making an equity investment in Olkaria III.
OrPower 4 will also require third party funding. GOK has been notified that in
order to secure such third party funding KPLC and OrPower 4 have agreed (as set
out in a security agreement) a form of security which KPLC will be obliged to
provide.

If KPLC will not provide the agreed security to OrPower 4 in accordance with its
contractual obligations, GOK will, following receipt of a written notification
from OrPower 4, use all means within its powers to cause KPLC to provide the
agreed security in the manner envisaged by its contractual obligations.

This letter is not intended to create any legal obligation on the part of GOK.

This letter is effective from the date on which KPLC and OrPower 4 execute the
security agreement referred to in paragraph 3.

This letter is issued pursuant to the laws of the Republic of Kenya.

Yours faithfully


                                       15



                                                              Security Agreement

SCHEDULE 3
FORM OF THE L/C BANK LETTER OF INSTRUCTION

To: [The L/C Bank]

We refer to the Olkaria III Project Security Agreement dated [__________] 2007
between The Kenya Power and Lighting Company Limited and OrPower 4 Inc. (the
"Security Agreement").

We enclose for your information a copy of the Olkaria III Project Security
Agreement together with a copy of the PPA referred to therein and receipt of
which you hereby acknowledge.

Words and expressions defined in the Olkaria III Project Security Agreement
shall have the same meanings in this letter.

A.   IRREVOCABLE RENEWAL INSTRUCTIONS

You are hereby irrevocably instructed that, if, by the second Business Day
before the then Expiry Date of a Letter of Credit, the Letter of Credit will not
have been renewed, you are to automatically draw all amounts then available for
drawing under the Letter of Credit, to deposit all such amounts in a depositary
account as security, and to immediately renew the Letter of Credit for periods
of additional 12 months each from the then Expiry Date of the Letter of Credit,
under the same terms and conditions.

You are further instructed to advise to Beneficiary by authenticated swift to
the advising bank

B.   GENERAL

1. You may,to the extent that you would have been entitled to rely on it if it
had been genuine, rely on any notice, instruction, communication, certificate,
legal opinion or other document which is not genuine but is reasonably believed
by you to be genuine; and retain for your own benefit and without liability to
account any fee or other sum receivable by you for your own account.

2. OrPower 4 will keep you informed of the amount of the Reserved Amount for the
purposes of this letter, both at the commencement of your appointment and from
time to time during the course of your appointment. Unless OrPower 4 informs you
in writing to the contrary, you may assume that the Reserved Amount is the
amount most recently notified to you as such.

3. The provisions of Clause 9 (Communications) of the Olkaria III Project
Security Agreement shall apply to this letter as they apply to the Olkaria III
Project Security Agreement. Your relevant details are as follows:

[L/C Bank]
Postal Address:
Fax Number:
Telephone Number:
Notices to be sent to:


                                       16



                                                              Security Agreement

4. This letter shall be governed by and construed in accordance with the laws of
the Republic of Kenya.

Please signify your agreement to the terms of this letter by signing and
returning to each of us one of the enclosed copies of this letter.

Yours faithfully                        Yours faithfully


-------------------------------------   ----------------------------------------
For and on behalf of                    For and on behalf of
The Kenya Power and                     OrPower 4 Inc
Lighting Company Limited

[On copy] We agree to the terms of the letter of which this is a copy.


For and on behalf of
[L/C Bank]


                                       17