CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.

               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                          Asterisks denote omissions.

                                  Exhibit 10.41


                         CONTRACT TERMINATION AGREEMENT
                                     BETWEEN
                           DELANO ENERGY COMPANY INC.
                                       AND
                       SOUTHERN CALIFORNIA EDISON COMPANY


<PAGE>


                            CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


                                TABLE OF CONTENTS

SECTION                       TITLE                                   PAGE

RECITALS                                                              1
AGREEMENT
                                                                      4
 1    TERMINATION OF CONTRACT OBLIGATIONS                             4
 2    TERMINATION PAYMENTS                                            8
 3    RELEASES                                                        12
 4    CONDITIONS PRECEDENT TO EFFECTIVENESS OF THE
      AGREEMENT                                                       15

 5    CPUC APPROVAL CONDITION PRECEDENT                               17
 6    ITCC REFUND                                                     20

<PAGE>
                            CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.

               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

SECTION                       TITLE                                   PAGE


 7    REPRESENTATIONS AND WARRANTIES                                  21
 8    EDISON'S OFFSET RIGHTS                                          22
 9    NO PREVIOUS ASSIGNMENT                                          22
 10   INDEMNITY                                                       23
 11   PREVIOUS COMMUNICATIONS                                         25
 12   COSTS AND FEES                                                  25
 13   NONWAIVER                                                       26
 14   WAIVER OF PURPA RIGHTS                                          26
 15   SUBJECT HEADINGS                                                27
 16   GOVERNING LAW                                                   27
<PAGE>

                            CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.

                Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

SECTION                       TITLE                                   PAGE

  17  JUDGE TRIAL; JURISDICTION AND VENUE                             27
  18  AMENDMENT                                                       28
  19  FURTHER ASSURANCES                                              28
  20  REVIEW AND CONSTRUCTION OF AGREEMENT                            28
  21  CONFIDENTIALITY                                                 29
  22  NOTICES                                                         29
  23  MULTIPLE ORIGINALS                                              30
  24  ASSIGNMENT                                                      30
  25  SUCCESSORS AND ASSIGNS                                          31
  26  THIRD PARTY BENEFICIARIES                                       31
  27  DAMAGES LIMITATIONS                                             31
  28  SIGNATURE CLAUSE                                                33

EXHIBITS:

  A. TERMINATION  PAYMENT SCHEDULE
  ***
  C. LIST OF FINANCING PARTIES REQUIRING CONSENTS
  ***


<PAGE>




                            CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.

                         CONTRACT TERMINATION AGREEMENT
                                     BETWEEN
                           DELANO ENERGY COMPANY INC.
                                       AND
                       SOUTHERN CALIFORNIA EDISON COMPANY

      This Contract Termination  Agreement  ("Agreement") is entered into by and
between Southern California Edison Company, a California corporation ("Edison"),
and Delano Energy Company Inc., a Delaware  corporation  ("Delano").  Edison and
Delano  shall be  individually  referred  to herein as  "Party"  and  jointly as
"Parties".
                                    RECITALS
      WHEREAS,  this Agreement is made with reference to the following  facts,
among others:

A.    Delano and  Edison  are  parties  to a certain  negotiated  Amended  and
      Restated  Power  Purchase  Contract  (the  "PPC")  dated  July  31,  1987,
      including its associated  Interconnection Facilities Agreement (the "IFA")
      dated  September 12, 1988.  The Delano  project is identified by Edison as
      QFID No. 1023.  The PPC and IFA are hereafter  jointly  referred to as the
      "Contract".


<PAGE>


                            CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.

               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

B.    The PPC  provides  for  Delano to sell  energy and  capacity  to Edison at
      specified fixed prices that are higher than Edison's expected future costs
      for energy and capacity.
C.    Edison believes that  compensating  Delano to terminate the Contract is in
      the best interests of Edison's ratepayers.
D.    ***
E.    To accomplish  the early  termination  of the  Contract,  the Parties have
      entered into this Agreement,  which, among other things, is subject to the
      final approval of the California Public Utilities Commission ("CPUC").
F.    ***

<PAGE>


                            CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.

               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

                                    AGREEMENT
      THEREFORE,  in consideration of the mutual promises and obligations stated
herein, the Parties agree as follows:

1. TERMINATION OF CONTRACT OBLIGATIONS

     1.1  Subject to the  satisfaction of the conditions  precedent set forth in
          Articles 4 and 5,  effective as of 11:59 p.m. on December 31, 1999 the
          following  shall occur:  (i) the Contract shall  terminate  ("Contract
          Termination") and the obligation of Delano to sell, and the obligation
          of Edison  to  purchase,  energy  and  capacity,  as well as all other
          rights and obligations of Delano and Edison under the Contract,  shall
          prospectively  be of no  further  force or  effect;  (ii) the  payment
          obligations set forth in Article 2 shall become  effective;  (iii) the
          mutual releases in Article 3 shall become effective;  and (v) Delano's
          waiver of PURPA rights under Article 14 shall become effective.  Prior
          to the  Contract  Termination,  this  Agreement  shall  have no effect
          whatsoever  on the  Contract or the  Parties'  rights and  obligations
          thereunder.

     1.2  ***

<PAGE>

                            CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

     1.3  The Parties  understand and  acknowledge  that this Agreement does not
          relieve Delano of its obligation to comply with all laws, statutes and
          regulations ***

     1.4 ***

     1.5  This Agreement  shall  terminate and be of no further force or effect,
          and neither Party shall have any  liability to the other  hereunder by
          reason of such termination,  under the following  circumstances and on
          the following dates:

          A.   On the date that a CPUC decision or resolution in response to the
               Application  which does not grant CPUC  Approval  becomes a Final
               Decision  (as such  capitalized  terms are defined in Article 5),
               and/or

          B.   As of  December  31,  1999,  if the CPUC has not as of that  date
               issued a Final Decision granting CPUC Approval and Edison has not
               given  Notice  in  accordance  with  Article  22,  below,  of its
               election to waive the  condition of CPUC  Approval  under Section
               5.3,  and/or

          C.   If the condition  precedent of *** (as defined in Section 4.1(a))
               has not been  satisfied,  then on the date such condition  fails;
               and/or
<PAGE>

                            CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.

               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

          D.   If the condition  precedent of *** (as defined in Section 4.1(b))
               has not been  satisfied,  then on the date such condition  fails;
               and/or

          E.   On the date that Delano  provides  Notice to Edison in accordance
               with Article 22, below, of the failure of the condition precedent
               set forth in Section 4.1 ***, which Notice may not be given later
               than 50 days after the Execution Date (as defined in Article 28).

     1.6  Upon the  termination of this  Agreement  pursuant to Section 1.5, the
          Contract  shall  continue  in full  force and  effect,  including  all
          obligations and liabilities thereunder.

2. TERMINATION PAYMENTS

     2.1  Upon Contract Termination, Edison shall become obligated to pay Delano
          a total nominal sum of *** ("Termination Payments") in accordance with
          the  payment  schedule  attached  hereto as  Exhibit  A  ("Termination
          Payment Schedule"), and in accordance with the procedures set forth in
          this Article 2. During the period prior to Contract  Termination,  the
          Parties' respective payment obligations will be in accordance with the
          Contract.


<PAGE>


                            CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

          2.1.1Termination  Payments  shall be due and  payable on the dates set
               forth in the Termination  Payment Schedule unless the payment due
               date falls on a weekend or Edison company holiday,  in which case
               such payment will be due and payable on the first Edison business
               day  following  the payment due date.  In addition,  if the first
               Termination   Payment   following   Contract   Termination  would
               otherwise  be due  less  than 10  business  days  after  Contract
               Termination,  such  payment  will be due and payable on the tenth
               business day following Contract  Termination.

          2.1.2Edison  shall pay each monthly  Termination  Payment on or before
               the  payment  due  date  set  forth  in the  Termination  Payment
               Schedule ***

          2.1.3 ***

          2.2   ***

3. RELEASES

          3.1  ***

          3.2  ***


<PAGE>


                            CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

          3.3  The Parties,  and each of them,  acknowledge  that they are fully
               familiar  with the  facts  and  assumptions  giving  rise to this
               Agreement,  but agree that the  releases in this  Article 3 shall
               remain fully effective and binding as to each of them even if the
               facts or assumptions  turn out to be different from what they now
               believe them to be. In addition, as to the matters being released
               in this Article 3, the Parties, and each of them, expressly waive
               the  application  of California  Civil Code Section  1542,  which
               reads as follows:

                    "A   general  release  does not  extend to claims  which the
                         creditor does not know or suspect to exist in his favor
                         at the time of executing the release, which if known by
                         him must have  materially  affected his settlement with
                         the debtor."

          3.4  ***

4. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THE AGREEMENT

     4.1  The  effectiveness  of Sections 1.1 through 1.4, and Articles 2, 3 and
          14 of this Agreement are subject to the following conditions precedent
          (the  failure of which  shall also result in the  termination  of this
          Agreement  pursuant  to Section  1.5):

          (a)  Within 30 days after the  Execution  Date (as  defined in Article
               28),  Delano's receipt of an ***. This condition  precedent shall
               fail  unless  Delano,  no later than 35 days after the  Execution
               Date, ***.
<PAGE>

                        CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

          (b)  Within 45 days after the  Execution  Date (as  defined in Article
               28), Delano's receipt of ***. This condition precedent shall fail
               unless  Delano,  no later than 50 days after the Execution  Date,
               provides to Edison each of the ***  required  under this  Section
               4.1(b).

          (c)  ***

          (d)  By the  Approval  Deadline (as defined in Article 5), the receipt
               of CPUC  approval of this  Agreement  as  specified in Article 5,
               below.

     4.2  Neither  Party shall have any  liability to the other Party under this
          Agreement if the  conditions  precedent  stated in Section 4.1 are not
          satisfied to the Parties' satisfaction.  Further, any of the deadlines
          specified  in Section  4.1,  above,  may be  extended  by the  mutual,
          written consent of the Parties.

<PAGE>

                          CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


5. CPUC APPROVAL CONDITION PRECEDENT

          The Contract  Termination and related provisions set forth in Sections
          1.1 through 1.4, the Termination  Payment provisions of Article 2, the
          mutual releases  pursuant to Article 3 and the waiver by Delano of its
          PURPA rights  pursuant to Article 14 are all subject to the  condition
          precedent  that this  Agreement has received CPUC Approval (as defined
          in Section 5.2),  by a decision or  resolution  that becomes final and
          non-appealable  ("Final  Decision")  before  December  31,  1999  (the
          "Approval  Deadline").  The date  that  the  Agreement  receives  CPUC
          Approval by a Final  Decision  shall be  referred to as the  "Approval
          Date." If the Agreement terminates pursuant to Section 1.5, then there
          shall be no Approval Date and no Contract  Termination.  The procedure
          by which  CPUC  Approval  shall be  obtained,  and the  nature of that
          approval, are as follows:

     5.1. Edison  shall seek CPUC  Approval  by  submitting  either (i) a formal
          application  for a CPUC decision  approving the  Agreement,  or (ii) a
          restructuring advice letter filing to the CPUC's Energy Division for a
          resolution  by  the  CPUC   approving  the  Agreement   (either,   the
          "Application"). Edison shall determine in its sole discretion the type
          of Application to submit. If deemed  appropriate by Edison or required
          by the CPUC,  including  its Energy  Division,  Edison  may  convert a
          restructuring  advice letter filing into a formal application  without
          Delano's  concurrence.  Subject to Article  4,  Edison  shall file the
          Application  with the CPUC or the Energy Division,  as applicable,  as
          promptly as practicable  following  execution of this Agreement by the
          Parties,  except  that  Edison  shall not be  obligated  to submit any
          advice  letter  filing  to  the  Energy  Division  until  all  of  the

<PAGE>

                            CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                     Agreement and shall not be disclosed.


          conditions  precedent set forth in Sections  4.1(a),  (b) and (c) have
          been satisfied  (i.e.,  it is established  that none of the conditions
          precedent  will fail).  If requested  by Edison in its sole  judgment,
          Delano  shall  reasonably  support  the  Application  and  preparation
          thereof by promptly  providing data and/or preparing written testimony
          and  providing  witnesses  to support  such  testimony.  Delano  shall
          provide such data and testimony in sufficient  detail, as requested by
          Edison in its reasonable judgment, in order to facilitate  preparation
          of the  Application  and  CPUC  Approval.  If such  data or  testimony
          contains  Confidential  Information as defined in the  Confidentiality
          Agreement  between  Edison and Delano  referred  to in Article  11, it
          shall be submitted to the CPUC pursuant to California Public Utilities
          Code Section 583 or General Order 66-C. Edison shall have the right to
          review and approve the testimony sponsored by Delano, if any, prior to
          its being filed with the CPUC. If Delano  wishes to file  testimony or
          data of which Edison does not approve, such testimony or data shall be
          filed  solely on Delano's  behalf and not as part of the  Application.
          The Parties shall support the Application before the CPUC and each use
          good faith efforts to obtain CPUC Approval as promptly as practicable.


     5.2  "CPUC  Approval"  shall mean either issuance of a formal decision or a
          resolution of the CPUC, either of which is final and no longer subject
          to appeal,  and which  approves this Agreement in full and in the form
          presented and which  expressly  finds this  Agreement to be reasonable
          and prudent, and without conditions or changes to the

<PAGE>

                            CONFIDENTIAL INFORMATION
                 The existence of and contents of this document
                        are subject to a Confidentiality
                     Agreement and shall not be disclosed.


          Agreement,  and expressly finds that all payments to be made by Edison
          under this Agreement will be deemed reasonable and recoverable in full
          by Edison through its Annual  Transition  Cost Proceeding or any other
          mechanism  authorized by the CPUC, subject only to Edison's reasonable
          administration  of  this  Agreement.

     5.3  Edison may, in its sole discretion,  waive the condition  precedent of
          CPUC Approval under this Agreement by giving Delano Notice thereof, in
          accordance  with Article 22,  below,  in which case the Approval  Date
          shall be deemed to have  occurred  on the  effective  date of Edison's
          Notice. If Edison waives the CPUC Approval condition precedent but the
          Application  is not withdrawn and the CPUC either issues a decision or
          makes a  resolution  that does not contain  CPUC  Approval,  then such
          decision  or  resolution  shall not be grounds  to avoid or  terminate
          Edison's obligation to make Termination Payments.

6. ITCC REFUND

     Notwithstanding  anything in this  Agreement to the  contrary,  the Parties
     acknowledge that the following
<PAGE>


                            CONFIDENTIAL INFORMATION
                 The existence of and contents of this document
                        are subject to a Confidentiality
                     Agreement and shall not be disclosed.

     documents  are in full force and  effect and will  remain in full force and
     effect if the  Contract  terminates  pursuant to this  Agreement:  (i) ITCC
     Refund and Release  Agreement  executed  by Delano on August 5, 1996;  (ii)
     ITCC Refund and Consent Agreement  executed by Thermo Electron  Corporation
     on August 5,  1996;  and (iii)  Indemnity  Agreement  dated  August 7, 1996
     between  Delano and Edison (all, the "ITCC  Agreements").  The Parties also
     acknowledge  that,  pursuant to the ITCC Agreements,  regardless of whether
     the Contract terminates pursuant to this Agreement, Delano is still subject
     to its duties and obligations under the ITCC Agreements, including, but not
     limited  to, the  obligation  to pay  Edison the amount of, or make  Edison
     whole for,  any taxes and  interest  Edison may incur in the future that is
     attributable to a taxable event as defined in the Indemnity  Agreement.

7.  REPRESENTATIONS  AND WARRANTIES

     Each Party  represents and warrants to the other Party that, (i) except for
     CPUC  Approval and the consents  and  approvals to be obtained  pursuant to
     Article 4, above,  no consents,  approvals,  authorization  or order of any
     party which has not already been  obtained or will be obtained  pursuant to
     Article 4, above, are required to
<PAGE>

                        CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

     be obtained for the valid execution, delivery and performance by such Party
     of this  Agreement  and the  transactions  contemplated  hereby,  and  (ii)
     subject  to the  conditions  precedent  set forth in this  Agreement,  this
     Agreement  constitutes  a binding  obligation  of such  Party,  enforceable
     against such Party in accordance with its terms,  except as  enforceability
     may  be  limited  by  applicable  bankruptcy  insolvency,   reorganization,
     moratorium, or similar laws affecting the rights of creditors generally and
     by general principles of equity (regardless of whether  enforcement thereof
     is sought in a proceeding at law or in equity).

8.  EDISON'S  OFFSET RIGHTS

     Edison may recover by offset,  setoff or  recoupment  ***,  any sums due it
     from Delano under the Agreement or the Contract,  including but not limited
     to,  amounts  owed  to  Edison  by  reason  of  any  breach  by  Delano  or
     overpayments under this Agreement or the Contract.

9.  NO  PREVIOUS ASSIGNMENT

     Except for the  collateral  assignments  Delano has given to its  financing
     parties,  which have been  consented  to in  writing by Edison,  each Party
     represents and warrants that it has not assigned or otherwise  transferred,
     or purported to assign or otherwise

<PAGE>

                            CONFIDENTIAL INFORMATION
                 The existence of and contents of this document
                        are subject to a Confidentiality
                     Agreement and shall not be disclosed.

                 Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

     transfer to any party which is not a party to this  Agreement,  directly or
     indirectly,  voluntarily,  involuntarily,  or  by  operation  of  law,  the
     Contract  or any  rights,  liabilities,  or claims  arising  thereunder  or
     related thereto, or any rights,  claims, or causes of action,  which it may
     have  against the other Party,  or any  obligation  being  released by this
     Agreement.

10. INDEMNITY

     10.1 Delano shall  indemnify and hold Edison  harmless from and against any
          and all claims, demands,  damages, losses, expenses,  debts, accounts,
          obligations,  costs, expenses, liens, actions, or causes of action and
          other liabilities  (including without limitation  reasonable legal and
          accounting  fees and  costs) of any nature  suffered  or  incurred  by
          Edison  which  arise out of or relate  to (i) any  breach of  Delano's
          representations  and warranties in this Agreement;  (ii) any breach or
          violation by Delano of any provision of this  Agreement;  or (iii) any
          claim  asserted or action taken by any third party  having  privity of
          contract with Delano or any affiliate of Delano, which claim or action
          relates to this Agreement or the Contract.  *** The Parties also agree
          that in no event shall
<PAGE>

                        CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

          Delano be required to indemnify Edison for any loss or liability under
          this Article caused by Edison's  willful  misconduct  (but in no event
          shall  Edison's  entry into the Agreement be deemed  "misconduct"  for
          purposes of this Section 10.1).

     10.2 Edison shall  indemnify and hold Delano  harmless from and against any
          and all claims, demands,  damages, losses, expenses,  debts, accounts,
          obligations,  costs, expenses, liens, actions, or causes of action and
          other liabilities  (including without limitation  reasonable legal and
          accounting  fees and  costs) of any nature  suffered  or  incurred  by
          Delano  which  arise out of or relate  to (i) any  breach of  Edison's
          representations  and warranties in this Agreement;  (ii) any breach or
          violation by Edison of any provision of this  Agreement;  or (iii) any
          claim  asserted or action taken by any third party  having  privity of
          contract with Edison which claims or actions  relate to this Agreement
          or the  Contract.  *** The  Parties  also agree that in no event shall
          Edison be required to indemnify Delano for any loss or liability under
          this Article caused by Delano's  willful  misconduct  (but in no event
          shall  Delano's  entry into the Agreement be deemed  "midconduct"  for
          purposes of this Section 10.2)
<PAGE>

                        CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

11.  PREVIOUS COMMUNICATIONS

     Except for the  confidentiality  agreement  between Delano and Edison dated
     January 18, 1999  ("Confidentiality  Agreement")  and the ITCC  Agreements,
     this Agreement contains the entire agreement and understanding  between the
     Parties as to the subject matter of this Agreement and supersedes all prior
     agreements,  except the Confidentiality  Agreement and the ITCC Agreements,
     and  representations,  and discussions  between the Parties  concerning the
     subject matter of this Agreement.  Each Party further  represents  that, in
     entering into this Agreement, it has not relied on any promise, inducement,
     representation,  warranty,  agreement,  or other statement not set forth in
     this Agreement.

12.  COSTS AND FEES

     Each Party shall pay its own costs and attorneys'  fees in connection  with
     the preparation and execution of this Agreement and any related  documents,
     and any performance hereunder.***

<PAGE>
                        CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

13.  NONWAIVER

     None of the  provisions of this Agreement  shall be considered  waived by a
     Party  unless such  waiver is given in  writing.  The failure of a 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.

14.  WAIVER OF PURPA RIGHTS

     Upon Contract  Termination,  Delano shall forever  relinquish and waive any
     rights it has under the Public Utility Regulatory  Policies Act of 1978 (16
     U.S.C.  Section 824a-3 et seq.) or any federal or state regulation or order
     implementing  PURPA in effect as of the date of this  Agreement  to require
     Edison to purchase power from the Delano project (the "Project"). ***
<PAGE>
                        CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


15.  SUBJECT HEADINGS

     Subject  headings in this Agreement are inserted for convenience  only, and
     shall not be construed as interpretations of text.

16.  GOVERNING LAW

     This Agreement shall be interpreted, governed, and construed under the laws
     of the State of California  (without  giving effect to its conflict of laws
     provision that could apply the law of another  jurisdiction) as if executed
     in and to be performed wholly within the State of California.

 17. JUDGE TRIAL; JURISDICTION AND VENUE

     All  disputes of any nature  arising out of or relating to this  Agreement,
     including without limitation,  disputes sounding in contract, tort or based
     on statute or  regulation,  that the Parties  are unable to settle  between
     themselves shall be submitted to a trial by judge. The Parties hereby waive
     any right to a trial by jury. All proceedings shall be held in Los Angeles,
     California. Additionally, the Parties agree, notwithstanding any right that
     they may otherwise  have under law to venue in other counties or locations,
     that the venue of any such dispute shall exclusively be Los Angeles County,
     California, and the Parties hereby consent to jurisdiction and venue in Los
     Angeles County for purposes of litigating any such dispute.
<PAGE>
                        CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.

18.  AMENDMENT

     This  Agreement may not be altered or modified by any of the Parties except
     by an instrument in writing executed by both of them.

19.    FURTHER ASSURANCES

     The Parties  agree to  cooperate  promptly  and fully in  providing  and/or
     executing  such  additional  documents and taking such other actions as may
     later be determined to be reasonably necessary to effectuate the provisions
     of this  Agreement.

20. REVIEW AND  CONSTRUCTION  OF AGREEMENT

     The Parties  acknowledge  that they have read and understood this Agreement
     and further  acknowledge  that in entering into this  Agreement,  they have
     been  advised by  attorneys  of their  choice.  Further,  both Parties have
     participated   in  the  drafting  and   preparation   of  this   Agreement.
     Accordingly,  neither  Parties to this Agreement  shall be deemed to be the
     drafter of any part of this  Agreement,  and any ambiguity in the provision
     of this Agreement shall not be construed against any Party for that reason.

21. CONFIDENTIALITY

     The terms of this  Agreement  are  confidential  within the  meaning of the
     Confidentiality Agreement.

21.  NOTICES

     Any notices or communications  given pursuant to this Agreement  ("Notice")
     shall be in writing  and (i)  delivered  personally  (personally  delivered
     Notice shall
<PAGE>


                            CONFIDENTIAL INFORMATION
                 The existence of and contents of this document
                        are subject to a Confidentiality
                     Agreement and shall not be disclosed.

     be deemed given upon written  acknowledgment  of receipt after  delivery to
     the address specified or upon refusal of receipt at the address specified);
     (ii) mailed by U.S.  mail,  postage  prepaid  (Notice by U.S. mail shall be
     deemed made on the fifth  business day after deposit in U.S.  mail);  (iii)
     mailed by registered or certified mail,  postage prepaid (Notices mailed by
     registered  or  certified  mail shall be deemed  made on the actual date of
     delivery,  as set forth in the return  receipt or upon refusal of receipt);
     (iv)  or  delivered  by   facsimile   transmission   (Notice  by  facsimile
     transmission  shall be  deemed  made  upon  actual  receipt  of the  entire
     document  sent).  In each of these cases,  the Notice  shall be  delivered,
     mailed or sent as follows or to such other  addresses or facsimile  numbers
     as may hereafter be designated by either Party to the other in writing:

               If to Edison, as follows:

                        Director, QF Contracts
                        Southern California Edison
                        P. O. Box 800
                        2244 Walnut Grove Avenue
                        Rosemead, CA  91770
                        Facsimile:  626-302-1102



<PAGE>


                          CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

                  If to Delano, as follows:

                        Business Manager
                        Delano Energy Company, Inc.
                        c/o Thermo Ecotek Corporation
                        735 Sunrise Avenue, Suite 160
                        Roseville, CA 95661
                        Facsimile:  916-773-1154

                  With a copy to:

                        President,
                        Power Resources Division
                            Thermo Ecotek Corporation
                        245 Winter Street
                        Waltham, MA 02451
                            Facsimilie: 781-370-1594

23.   MULTIPLE ORIGINALS

     This  Agreement  may be executed in  multiple  counterparts,  each of which
     shall  be  deemed  an  original  and  all of  which  taken  together  shall
     constitute a single document.

 24.   ASSIGNMENT

     24.1 Except as provided in 24.2, neither Party shall voluntarily assign its
          rights nor delegate its duties  under this  Agreement,  or any part of
          such  rights and  duties,  without  the  written  consent of the other
          Party,  which consent  shall not be  unreasonably  withheld.  Any such
          assignment  or delegation  made without such written  consent shall be
          null and void.

     24.2 ****
<PAGE>
                        CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

25.  SUCCESSORS AND ASSIGNS

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
     respective heirs, administrators,  representatives,  executors,  successors
     and assigns of the Parties hereto.

26.  THIRD PARTY BENEFICIARIES

     The Parties do not intend to create  rights in, or grant  remedies  to, any
     third party as a beneficiary  of this  Agreement or of any duty,  covenant,
     obligation or understanding established under this Agreement.

 27. DAMAGES LIMITATION

      ***
<PAGE>

                         CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

28.    SIGNATURE CLAUSE

            IN WITNESS  WHEREOF,  the Parties  have caused this  Agreement to be
            executed by their duly  authorized  representatives.  Subject to the
            conditions  precedent in this  Agreement,  it is effective as of the
            date it has been executed by both of the Parties ("Execution Date").


<PAGE>


                         CONFIDENTIAL INFORMATION
                      The existence of and contents of this
                    document are subject to a Confidentiality
                      Agreement and shall not be disclosed.


               Confidential material omitted and filed separately
                  with the Securities and Exchange Commission.
                           Asterisks denote omissions.

SOUTHERN CALIFORNIA EDISON              DELANO ENERGY COMPANY, INC.,
COMPANY, a California                   a Delaware corporation
corporation



By:/s/ Stephen E. Frank                 By:/s/ Parimal Patel

Name:  STEPHEN E. FRANK                 Name:  PARIMAL PATEL
Title: President and Chief              Title:  Vice President
       Operating Officer


                                        Date: May 21,1999
Date: May 21,1999


***