EXHIBIT 4.8(c)


                          $285,000,000
                                
                 SALTON SEA FUNDING CORPORATION
                                
   7.475% Senior Secured Series F Bonds Due November 30, 2018
                                
                                
                       PURCHASE AGREEMENT
     
     
                                       October 7, 1998
     
     
     Credit Suisse First Boston Corporation
     Goldman, Sachs & Co.
       c/o Credit Suisse First Boston Corporation
       Eleven Madison Avenue
       New York, New York 10010-3629
     
     Dear Sirs:
     
          1.  Introductory.  Salton Sea Funding Corporation, a
     Delaware corporation (the ?Funding Corporation"), proposes,
     subject to the terms and conditions stated herein, to issue
     and sell to the several initial purchasers named in Schedule
     I hereto (the "Purchasers"), U.S.$285,000,000 principal
     amount of its 7.475% Senior Secured Series F Bonds Due
     November 30, 2018 (the "Securities"), to be issued under a
     Trust Indenture dated as of July 21, 1995, as supplemented
     by the First Supplemental Indenture dated as of October 18,
     1995, the Second Supplemental Indenture dated as of June 20,
     1996, the Third Supplemental Indenture dated as of July 29,
     1996 and the Fourth Supplemental Indenture to be dated as of
     the Closing Date (as hereinafter defined)  (as so supplement
     ed, the ?Indenture?), each by and between the Funding
     Corporation and Chase Manhattan Bank and Trust Company,
     National Association, as trustee (the "Trustee"), on a
     private placement basis pursuant to an exemption under
     Section 4(2) of the United States Securities Act of 1933, as
     amended (the "Securities Act").  Payments owed under the
     Securities will be guaranteed by Salton Sea Brine Processing
     L.P., a California limited partnership ("SSBP"), Salton Sea
     Power Generation L.P., a California limited partnership
     ("SSPG"), Fish Lake Power Company, a Delaware corporation
     ("Fish Lake"), Salton Sea Power L.L.C., a Delaware limited
     liability company ("Power LLC" and, collectively with SSBP,
     SSPG and Fish Lake, the "Salton Sea Guarantors"), Vulcan
     Power Company, a Delaware corporation ("VPC"), CalEnergy
     Operating Corporation, a Delaware corporation ("CEOC"), BN
     Geothermal, Inc., a Delaware corporation ("BN/Geothermal"),
          San Felipe Energy Company, a California corporation ("San
     Felipe"), Conejo Energy Company, a California corporation
     ("Conejo"), Niguel Energy Company, a California corporation
     ("Niguel"), Vulcan/BN Geothermal Power Company, a Nevada
     general partnership ("Vulcan"), Leathers, L.P., a California
     limited partnership ("Leathers"), Elmore, L.P., a California
     limited partnership ("Elmore"), Del Ranch, L.P., a
     California limited partnership ("Del Ranch"), CalEnergy
     Minerals LLC, a Delaware limited liability company
     ("Minerals LLC"), CE Turbo LLC, a Delaware limited liability
     company ("Turbo LLC" and, collectively with VPC, CEOC,
     BN/Geothermal, San Felipe, Conejo, Niguel, Vulcan, Leathers,
     Elmore, Del Ranch and Minerals LLC, the "Partnership
     Guarantors") and Salton Sea Royalty Company, a Delaware
     corporation ("SSRC" or the "Royalty Guarantor" and, collec
     tively with the Salton Sea Guarantors and the Partnership
     Guarantors, the "Guarantors").  Capitalized terms used
     herein without being defined herein shall have the meanings
     ascribed to such terms in the Indenture (as modified by the
     form of Fourth Supplemental Indenture attached as Annex A
     hereto).  Each of the Funding Corporation and the Guarantors
     hereby agrees with the Purchaser as follows:
     
          2.  Representations and Warranties of the Funding
     Corporation and the Guarantors.
     
               Each of the Funding Corporation and the Guarantors
     jointly and severally represents and warrants to, and agrees
     with, the Purchasers that:
     
               (a)  The Funding Corporation and the Guarantors
     have prepared a preliminary offering circular dated
     September 28, 1998 (as it may be amended or supplemented,
     and together with the letter dated September 28, 1998
     included therewith, the "Preliminary Offering Circular") and
     a final offering circular dated October 7, 1998 (as it may
     be amended or supplemented, the "Offering Circular") relat
     ing to the Securities.  Copies of the Preliminary Offering
     Circular and the Offering Circular have been delivered by
     the Funding Corporation and the Guarantors to the
     Purchasers.  The Preliminary Offering Circular was on the
     date thereof accurate in all material respects and did not
     contain any untrue statement of a material fact or omit to
     state a material fact required to be stated therein or
     necessary to make the statements therein, in the light of
     the circumstances under which they were made, not
     misleading; and the Offering Circular is as of its date (and
     any amendment or supplement thereto will be as of its date)
     accurate in all material respects and does not (and will
     not) contain any untrue statement of a material fact or omit
     to state any material fact necessary to make the statements
     therein, in the light of the circumstances under which they
     were made, not misleading; provided that the Funding
     Corporation and the Guarantors make no representation or
     warranty as to information contained in or omitted from the
     Preliminary Offering Circular or the Offering Circular in
     reliance upon and in conformity with written information
     furnished to the Funding Corporation by any Purchaser
     through Credit Suisse First Boston Corporation ("CSFBC")
     specifically for inclusion therein, it being understood and
     agreed that the only such information is that described as
     such in Section 7(b) hereof.
     
               (b)  The Funding Corporation has been duly
     incorporated and is validly existing as a corporation in
     good standing under the laws of the State of Delaware, and
     is duly qualified to do business as a foreign corporation,
     and is a corporation in good standing, in each jurisdiction
     in which its ownership or lease of property or the conduct
     of its business requires such qualification (except where
     the failure to so qualify would not have a material adverse
     effect on the Funding Corporation and the Guarantors, taken
     as a whole).  Each of SSBP, SSPG, Leathers, Elmore and Del
     Ranch is a limited partnership duly formed and validly
     existing in good standing under the laws of the State of
     California, and is duly qualified to do business as a
     foreign limited partnership, and is a foreign limited
     partnership in good standing, in each jurisdiction in which
     its ownership or lease of property or the conduct of its
     business requires such qualification (except where the
     failure to so qualify would not have a material adverse
     effect on the Funding Corporation and the Guarantors, taken
     as a whole).  Each of CEOC, Fish Lake, SSRC and
     BN/Geothermal has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of
     the State of Delaware, and is duly qualified to do business
     as a foreign corporation, and is a corporation in good
     standing, in each jurisdiction in which its ownership or
     lease of property or the conduct of its business requires
     such qualification (except where the failure to so qualify
     would not have a material adverse effect on the Funding
     Corporation and the Guarantors, taken as a whole).  VPC has
     been duly incorporated and is validly existing as a
     corporation in good standing under the laws of the State of
     Nevada, and is duly qualified to do business as a foreign
     corporation, and is a corporation in good standing, in each
     jurisdiction in which its ownership or lease of property or
     the conduct of its business requires such qualification
     (except where the failure to so qualify would not have a
     material adverse effect on the Funding Corporation and the
     Guarantors, taken as a whole).  Each of San Felipe, Conejo
     and Niguel has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of
     the State of California, and is duly qualified to do
     business as a foreign corporation, and is a corporation in
     good standing, in each jurisdiction in which its ownership
     or lease of property or the conduct of its business requires
     such qualification (except where the failure to so qualify
     would not have a material adverse effect on the Funding
     Corporation and the Guarantors, taken as a whole).  Vulcan
     is a general partnership duly formed and validly existing in
     good standing under the laws of the State of Nevada, and is
     duly qualified to do business as a foreign general
     partnership, and is a foreign general partnership in good
     standing, in each jurisdiction in which its ownership or
     lease of property or the conduct of its business requires
     such qualification (except where the failure to so qualify
     would not have a material adverse effect on the Funding
     Corporation and the Guarantors, taken as a whole).  Each of
     Power LLC, Minerals LLC and Turbo LLC is a limited liability
     company duly formed and validly existing in good standing
     under the laws of the State of Delaware, and is duly
     qualified to do business as a foreign limited liability
     company, and is a foreign limited liability company in good
     standing, in each jurisdiction in which its ownership or
     lease of property or the conduct of its business requires
     such qualification (except where the failure to so qualify
     would not have a material adverse effect on the Funding
     Corporation and the Guarantors, taken as a whole).  The
     Funding Corporation and each Guarantor have all necessary
     power and authority to own or lease their respective
     properties and to conduct the respective businesses in which
     they are engaged as described in the Offering Circular.  All
     of the outstanding shares of capital stock of the Funding
     Corporation have been duly authorized and validly issued and
     are fully paid and nonassessable and are owned by Magma
     Power Company ("Magma"), free and clear of any claim, lien,
     encumbrance or agreement, except as contemplated by the
     Financing Documents; all of the partnership interests of
     each of SSBP and SSPG represent valid partnership interests
     in such partnership; all of the general partnership inter
     ests in SSBP and SSPG are owned by Salton Sea Power Company
     ("SSPC"), free and clear of any claim, lien, encumbrance or
     agreement except as contemplated by the Financing Documents;
     all of the limited partnership interests in SSBP are owned
     by Magma, free and clear of any claim, lien, encumbrance or
     agreement except as contemplated by the Financing Documents;
     all of the limited partnership interests in SSPG are owned
     by SSBP, free and clear of any claim, lien, encumbrance or
     agreement except as contemplated by the Financing Documents;
     99% of the outstanding shares of capital stock of SSPC are
     owned by Magma and 1% of such shares are owned by the
     Funding Corporation, in each case free and clear of any
     claim, lien, encumbrance or agreement except as contemplated
     by the Financing Documents; all of the outstanding shares of
     capital stock of each of VPC, CEOC, Fish Lake and SSRC have
     been duly authorized and validly issued and are fully paid
     and nonassessable; 99% of the outstanding shares of capital
     stock of each of VPC, CEOC, Fish Lake and SSRC are owned by
     Magma and 1% of the outstanding shares of capital stock of
     each of VPC, CEOC, Fish Lake and SSRC are owned by the
     Funding Corporation, in each case, free and clear of any
     claim, lien, encumbrance or agreement except as contemplated
     by the Financing Documents; all of the outstanding shares of
     capital stock of BN/Geothermal, San Felipe, Conejo and
     Niguel have been duly authorized and validly issued and are
     fully paid and nonassessable; all of the outstanding shares
     of capital stock of BN/Geothermal are owned by VPC, free and
     clear of any claim, lien, encumbrance or agreement except as
     contemplated by the Financing Documents; all of the
     outstanding shares of capital stock of San Felipe, Conejo
     and Niguel are owned by CEOC, free and clear of any claim,
     lien, encumbrance or agreement except as contemplated by the
     Financing Documents; all of the partnership interests in
     Vulcan represent valid general partnership interests in
     Vulcan; 50% of such partnership interests in Vulcan are
     owned by BN/Geothermal and 50% of such partnership interests
     are owned by VPC, in each case, free and clear of any claim,
     lien, encumbrance or agreement except as contemplated by the
     Financing Documents; all of the partnership interests in
     each of Leathers, Del Ranch and Elmore represent valid
     partnership interests in such partnership; a 40% general
     partnership interest and a 10% limited partnership interest
     in Leathers is owned by San Felipe, a 40% general
     partnership interest in Leathers is owned by CEOC and a 10%
     limited partnership interest in Leathers is owned by Magma,
     in each case, free and clear of any claim, lien, encumbrance
     or agreement except as contemplated by the Financing
     Documents; a 40% general partnership interest and a 10%
     limited partnership interest in Del Ranch is owned by
     Conejo, a 40% general partnership interest in Del Ranch is
     owned by CEOC and a 10% limited partnership interest in Del
     Ranch is owned by Magma, in each case, free and clear of any
     claim, lien, encumbrance or agreement except as contemplated
     by the Financing Documents; a 40% general partnership
     interest and a 10% general partnership interest in Elmore is
     owned by Niguel, a 40% general partnership interest in
     Elmore is owned by CEOC and a 10% limited partnership
     interest in Elmore is owned by Magma, in each case, free and
     clear of any claim, lien, encumbrance or agreement except as
     contemplated by the Financing Documents; all of the
     membership interests in each of Power LLC, Minerals LLC and
     Turbo LLC represent valid membership interests in such
     limited liability company; 50% of the membership interests
     in Power LLC, Minerals LLC and Turbo LLC are owned by Magma,
     free and clear of any claim, lien, encumbrance or agreement
     except as contemplated by the Financing Documents; 50% of
     the membership interests in Power LLC and Turbo LLC are
     owned by CE Salton Sea Inc. ("CESS"), free and clear of any
     claim, lien, encumbrance or agreement except as contemplated
     by the Financing Documents; 50% of the membership interests
     in Minerals LLC are owned by Salton Sea Minerals Corp.
     ("SSMC"), free and clear of any claim, lien, encumbrance or
     agreement except as contemplated by the Financing Documents;
     all of the outstanding shares of capital stock of CESS and
     SSMC are owned by Magma, free and clear of any claim, lien,
     encumbrance or agreement except as contemplated by the
     Financing Documents.
     
               (c)  Each of the Funding Corporation and the
     Guarantors has all power and authority necessary to execute
     and deliver this Agreement and each other Transaction
     Document to which it is a party and perform its obligations
     hereunder and thereunder; each of this Agreement and the
     other Transaction Documents to which the Funding Corporation
     or the Guarantors is a party has been or on the Closing Date
     (as hereinafter defined) will have been duly authorized,
     executed and delivered by such party or parties thereto and
     constitutes the legal, valid and binding obligation of such
     party or parties, subject to the qualification that the
     enforceability of such party's or parties' obligations
     hereunder or thereunder may be limited by bankruptcy,
     insolvency, reorganization, moratorium and other similar
     laws relating to or affecting creditors' rights generally
     and by general principles of equity and except as rights to
     indemnity and contribution hereunder may be limited by
     federal or state securities laws or principles of public
     policy; the execution, delivery and performance by each of
     the Funding Corporation and the Guarantors of this
     Agreement, the Fourth Supplemental Indenture dated as of the
     Closing Date (the "Supplemental Indenture") by and between
     the Funding Corporation and the Trustee, the Securities and
     the other Transaction Documents to which it is a party and
     its compliance with the provisions hereof and thereof will
     not breach or (except as contemplated by the Financing
     Documents) result in the creation or imposition of any lien,
     charge or encumbrance upon any asset which is material to
     the Funding Corporation and the Guarantors, taken as a whole
     (a "Material Asset"), pursuant to the terms of, or
     constitute a breach of, or default under, the partnership
     agreement or certificate of limited or general partnership
     of SSBP, SSPG, Vulcan, Leathers, Elmore or Del Ranch, the
     corporate charter or by-laws of the Funding Corporation,
     Fish Lake, VPC, CEOC, BN/Geothermal, San Felipe, Conejo,
     Niguel or SSRC, the limited liability company agreement or
     certificate of limited liability company of Power LLC,
     Minerals LLC or Turbo LLC or any agreement, indenture
     (including, without limitation, the Indenture) or other in
     strument to which the Funding Corporation or the Guarantors
     is a party or by which the Funding Corporation or the Guaran
     tors is bound (in each case which is material to the Funding
     Corporation and the Guarantors, taken as a whole) or to
     which any Material Asset is subject, or any law, order,
     rule, regulation, judgment or decree of any court or
     governmental agency having jurisdiction over the Funding
     Corporation or the Guarantors or any Material Asset of the
     Funding Corporation or the Guarantors; and, except as
     completed on or prior to the Closing Date (as hereinafter
     defined) or as required by applicable state securities laws,
     no consent, authorization or order of, or filing or
     registration by the Funding Corporation or any Guarantor
     with, any court, governmental agency or third party is
     required in connection with the execution, delivery and
     performance of each of this Agreement and the other
     Transaction Documents to which the Funding Corporation or
     any Guarantor is a party.
     
               (d)  The execution, delivery and performance by
     each of the Funding Corporation and the Guarantors of this
     Agreement and the other Transaction Documents to which it is
     a party and its compliance with the provisions hereof and
     thereof will not conflict with, result in the creation or
     imposition (except as contemplated by the Financing
     Documents) of any lien, charge or encumbrance upon any asset
     which is material to the business or financial condition of
     CalEnergy Company, Inc. ("CalEnergy") or Magma pursuant to
     the terms of, or constitute a breach of, or default under,
     the corporate charter or by-laws of CalEnergy or Magma or
     any agreement, indenture or other instrument material to the
     business or financial condition of CalEnergy or Magma and to
     which CalEnergy or Magma is a party or by which CalEnergy or
     Magma is bound or to which any asset which is material to
     the business or financial condition of CalEnergy or Magma is
     subject, or any law, order, rule, regulation, judgment or
     decree of any court or governmental agency having
     jurisdiction over CalEnergy or Magma.
     
               (e)  None of the Funding Corporation, Fish Lake,
     VPC, CEOC, BN/Geothermal, San Felipe, Conejo, Niguel or SSRC
     is in violation of its respective corporate charter or by-
     laws.  None of Leathers, Elmore, Del Ranch, SSBP or SSPG is
     in violation of its respective certificate of limited
     partnership or partnership agreement.  Vulcan is not in
     violation of its certificate of general partnership or
     partnership agreement.  None of Power LLC, Minerals LLC or
     Turbo LLC is in violation of its respective certificate of
     limited liability company or limited liability company
     agreement.  Neither the Funding Corporation nor any
     Guarantor (i) is in default, and no event has occurred
     which, with notice or lapse of time or both, would con
     stitute such a default, in the due performance and obser
     vance of any material term, representation, covenant or
     condition contained in any lease, license, indenture,
     mortgage, deed of trust, note, bank loan or other evidence
     of indebtedness or any other agreement, understanding or
     instrument to which the Funding Corporation or any Guarantor
     is a party or by which the Funding Corporation or any
     Guarantor or any property of the Funding Corporation or any
     Guarantor may be bound or affected, which default would have
     a material adverse effect on the financial condition,
     business or results of operations of the Funding Corporation
     and the Guarantors, taken as a whole, or (ii) is in
     violation of any law, ordinance, governmental rule or
     regulation or court decree to which it may be subject, which
     violation would have a material adverse effect on the
     financial condition, business or results of operations of
     any Guarantor, which would in turn be reasonably likely to
     have a material adverse effect on the financial condition,
     properties, business or results of operations of the
     Guarantors, taken as a whole.
     
               (f)  Except as described in or contemplated by the
     Offering Circular, each Guarantor represents, after due
     inquiry, that it (i) has properly obtained each license,
     permit, certificate, franchise or other governmental
     authorization necessary to the ownership of its property or
     to the conduct of its business as described in the Offering
     Circular, and (ii) is in compliance with all terms and
     conditions of such license, permit, certificate, franchise
     or other governmental authorization, except (x) in either
     case where the failure to do so would not have a material
     adverse effect on the financial condition, business or
     results of operations of the Funding Corporation and the
     Guarantors, taken as a whole, (y) permits, consents and
     approvals that may be required for future drilling or
     operating activities which are ordinarily deemed to be
     ministerial in nature and which are anticipated to be
     obtained in the ordinary course and (z) permits, consents
     and approvals for developmental or construction activities
     which have not yet been obtained but which have been or will
     be applied for in the course of development or construction
     and which are anticipated to be obtained in the ordinary
     course.
     
               (g)  Except as described in or contemplated by the
     Offering Circular, each of the Funding Corporation and the
     Guarantors holds, as applicable, good and valid title to, or
     valid and enforceable leasehold or contractual interests in,
     all items of real and personal property which are material
     to the business of the Funding Corporation and the
     Guarantors, taken as a whole, free and clear of all liens,
     encumbrances and claims which would materially interfere
     with the conduct of the business of the Funding Corporation
     and the Guarantors, taken as a whole, as described in the
     Offering Circular.  Each of Vulcan, Leathers, Elmore, Del
     Ranch, SSBP, SSPG, Fish Lake, Power LLC, Minerals LLC and
     Turbo LLC has insurance coverage in such amounts and
     covering such risks as is adequate for the conduct of its
     business and the value of its properties and which is
     consistent with what is customarily carried by similar
     companies engaged in similar businesses.  Each of the forego
     ing insurance policies is valid and in full force and
     effect.  The Funding Corporation and the Guarantors are
     presently conducting their respective businesses as
     described in the Offering Circular and in substantial
     compliance with all applicable rules, regulations and laws.
     
               (h)  Deloitte & Touche LLP, whose report appears
     in the Offering Circular, is and was, during the period cov
     ered by such report, independent with respect to the Funding
     Corporation and the Guarantors within the meaning of the
     Securities Exchange Act of 1934, as amended, and the
     applicable rules and regulations thereunder (the "Exchange
     Act").
     
               (i)  The Supplemental Indenture has been validly
     authorized and, when executed by the proper officers of the
     Funding Corporation (assuming the due authorization,
     execution and delivery thereof by the Trustee) and delivered
     by the Funding Corporation, will constitute the legal, valid
     and binding obligation of the Funding Corporation, except as
     the enforceability thereof may be limited by bankruptcy,
     insolvency, fraudulent transfer, reorganization, moratorium
     and other similar laws relating to or affecting creditors'
     rights generally and by general principles of equity; the
     Securities have been validly authorized and, upon payment
     therefor on the Closing Date (as hereinafter defined) as
     provided herein, will be validly issued and outstanding, and
     will constitute obligations of the Funding Corporation
     entitled to the benefits of the Indenture, except as the
     enforceability thereof may be limited by bankruptcy, insol
     vency, fraudulent transfer, reorganization, moratorium and
     other similar laws relating to or affecting creditors'
     rights generally and by general principles of equity; the
     summary descriptions contained in the Offering Circular of
     the Securities, the Indenture and the other Financing Docu
     ments conform in all material respect to these documents.
     
               (j)  This Agreement has been duly authorized, exe
     cuted and delivered by the Funding Corporation and the
     Guarantors.
     
               (k)  Each Financing Document to which the Funding
     Corporation is a party (other than this Agreement, the
     Supplemental Indenture and the Securities) has been duly
     authorized, executed and delivered by the Funding Corpo
     ration and, assuming due authorization, execution and
     delivery by the other Persons party thereto (other than such
     Persons which are Guarantors or Affiliates thereof), consti
     tutes the legal, valid and binding agreement of the Funding
     Corporation, enforceable in accordance with its terms,
     except as enforceability thereof may be subject to bank
     ruptcy, insolvency, fraudulent transfer, reorganization,
     moratorium and other similar laws relating to or affecting
     creditors' rights generally and to general principles of
     equity.
     
               (l)  Each Financing Document to which any of the
     Guarantors is a party (other than this Agreement) has been
     duly authorized, executed and delivered by the Guarantors
     party thereto and, assuming due authorization, execution and
     delivery by the other Persons party thereto (other than such
     Persons which are the Funding Corporation, other Guarantors
     or Affiliates thereof), constitutes the legal, valid and
     binding agreement of the Guarantors party thereto, enforce
     able in accordance with its terms, except as enforceability
     thereof may be subject to bankruptcy, insolvency, fraudulent
     transfer, reorganization, moratorium and other similar laws
     relating to or affecting creditors' rights generally and to
     general principles of equity.
     
               (m)  Each Project Document to which any of the
     Guarantors is a party has been duly authorized, executed and
     delivered by the Guarantors party thereto and, assuming due
     authorization, execution and delivery by the other parties
     thereto which are not Guarantors or Affiliates thereof,
     constitutes a legal, valid and binding agreement of such
     Guarantor, enforceable against such Guarantor in accordance
     with its respective terms, except as enforceability thereof
     may be subject to bankruptcy, insolvency, reorganization,
     moratorium and other similar laws relating to or affecting
     creditors' rights generally and to general principles of
     equity.
     
               (n)  The execution and delivery of each of the
     Security Documents to which the Funding Corporation or any
     of the Guarantors is a party or will be a party on the
     Closing Date (as hereinafter defined) is or will be
     effective to create in favor of the Collateral Agent for the
     benefit of the Secured Parties and, in certain
     circumstances, the Funding Corporation, as security for the
     payment and performance of the obligations secured thereby,
     a valid and enforceable security interest in the Collateral
     covered or purported to be covered thereby.  Such security
     interests granted by the Funding Corporation, SSBP, SSPG,
     Fish Lake, CEOC, VPC, BN/Geothermal, San Felipe, Conejo,
     Niguel, Vulcan, Leathers, Elmore, Del Ranch and SSRC have
     the priority purported to be created by such Security
     Documents.  All filings and recordings necessary to protect,
     preserve and perfect such security interests have been made
     and are in full force and effect.  Upon recordation of each
     Deed of Trust, Assignment of Rents, Security Agreement and
     Fixture Filing, dated as of the Closing Date, entered into
     by Power LLC, Minerals LLC and Turbo LLC (collectively, the
     "New Deeds of Trust") and filing of the UCC-1 financing
     statements naming Power LLC, Minerals LLC and Turbo LLC as
     debtors and the Collateral Agent as secured party (the "Fi
     nancing Statements"), such security interests granted by
     such Guarantors will have the priority purported to be
     created by such Security Documents.  Each New Deed of Trust
     is, or on the Closing Date will be, in appropriate form for
     recording as a mortgage of real estate and for filing as a
     fixture filing financing statement to protect, preserve and
     perfect the liens and security interests created or to be
     created by such New Deed of Trust.  The Financing Statements
     on the Closing Date will be in appropriate form for filing
     (including the description of the Collateral set forth
     therein) in each office and in each jurisdiction where re
     quired to create and perfect the lien and security interest
     described above.
     
               (o)  Magma, the Funding Corporation, SSPC, CESS,
     SSMC and the Guarantors will own all of the Funding
     Corporation Collateral and the Collateral on the Closing
     Date (as hereinafter defined), free and clear of any Liens
     other than Permitted Liens.
     
               (p)  Except as described in the Offering Circular,
     there is no litigation or proceeding pending before or by
     any court or governmental agency, authority or body, or any
     arbitrator or, to the knowledge of the Funding Corporation
     or any Guarantor, threatened, to which the Funding
     Corporation or any Guarantor is a party or of which any
     Material Asset of the Funding Corporation or any Guarantor
     is the subject, including, without limitation, any audit by
     the Internal Revenue Service of the federal income tax re
     turns of the Funding Corporation or any Guarantor, which, if
     an adverse decision were reached, would be likely to have a
     material adverse effect on (x) the financial condition, busi
     ness or results of operations of the Funding Corporation and
     the Guarantors, taken as a whole, or (y) the ability of any
     of the Funding Corporation or any Guarantor to perform in
     any material respect their respective obligations under the
     Transaction Documents to which any of them is a party.
     
               (q)  The financial statements (including the
     related notes) included on pages F-1 through F-58 in the
     Offering Circular present fairly the financial condition,
     results of operations and changes in financial position of
     the entities purported to be shown thereby, at the dates and
     for the periods indicated, and, except as otherwise
     described in the Offering Circular, have been prepared in
     conformity with generally accepted accounting principles
     applied on a consistent basis throughout the periods
     involved, and the capitalization of the Funding Corporation
     and the Guarantors, as set forth in the column labeled
     "Actual" under the caption "Capitalization" in the Offering
     Circular, is accurately described as of the date presented
     therein.
     
               (r)  Except as disclosed in the Offering Circular,
     since the date of the latest audited financial statements
     included in the Offering Circular there has been no material
     adverse change, nor any development or event involving a
     prospective material adverse change, in the financial
     condition, business or results of operations of the Funding
     Corporation and the Guarantors, taken as a whole.
     
               (s)  The factual information provided by the Fund
     ing Corporation and the Guarantors to Fluor Daniel, Inc.
     (the "New Project Independent Engineer"), GeothermEx, Inc.
     (the "Geothermal Resource Consultant"), Henwood Energy
     Services (the "Independent Power Market Consultant") and
     Resource Strategies International (the "Independent Zinc
     Market Consultant") in the preparation of their reports set
     forth at Appendices B, C, D and E to the Offering Circular
     (which factual information is referenced in such reports)
     was provided in good faith; provided that the foregoing does
     not imply or express any representation or warranty by the
     Funding Corporation and the Guarantors as to the accuracy of
     the projections or conclusions contained in such reports and
     does not constitute any obligation to update such reports.
               (t)  No labor problem or disturbance with the
     persons employed in connection with the Projects exists or,
     to the knowledge of the Funding Corporation or any
     Guarantor, is threatened which might reasonably be expected
     to have a material adverse effect on the business, financial
     condition or results of operations of the Funding
     Corporation and the Guarantors, taken as a whole.
     
               (u)  Neither the Funding Corporation nor any
     Guarantor nor any of their respective affiliates nor
     (assuming the accuracy of the representations of the
     Purchasers set forth herein) any person acting on their
     behalf has made offers or sales of securities under
     circumstances that would require the registration of the
     Securities under the Securities Act.
     
               (v)  The Securities meet the eligibility
     requirements of Rule 144A(d)(3) under the Securities Act.
     
               (w)  Neither the Funding Corporation nor any
     Guarantor is an open-end investment company, unit investment
     trust or face-amount certificate company that is or is
     required to be registered under Section 8 of the United
     States Investment Company Act of 1940, as amended (the
     "Investment Company Act"), nor is it a closed-end investment
     company required to be registered, but not registered,
     thereunder; and neither the Funding Corporation nor any
     Guarantor is and, after giving effect to the offering and
     sale of the Securities and the application of the proceeds
     thereof as described in the Offering Circular, neither the
     Funding Corporation nor any Guarantor will be an "investment
     company" as defined in the Investment Company Act.
     
               (x)  No securities of the same class (within the
     meaning of Rule 144A(d)(3) under the Securities Act) as the
     Securities are listed on any national securities exchange
     registered under Section 6 of the Exchange Act or quoted in
     a U.S. automated inter-dealer quotation system.
     
               (y)  Assuming the accuracy of the representations
     of the Purchaser herein, the offer and sale of the
     Securities in the manner contemplated by this Agreement will
     be exempt from the registration requirements of the Securi
     ties Act by reason of Section 4(2) thereof, Regulation D
     thereunder and Regulation S thereunder; and it is not
     necessary to qualify an indenture in respect of the Securi
     ties under the United States Trust Indenture Act of 1939, as
     amended (the "Trust Indenture Act").
     
               (z)  Assuming the accuracy of the representations
     of the Purchaser herein, neither the Funding Corporation or
     any Guarantor nor any of their affiliates or any person
     acting on their behalf (i) has, within the six-month period
     prior to the date hereof, offered or sold in the United
     States or to any U.S. person (as such terms are defined in
     Regulation S under the Securities Act) the Securities or any
     security of the same class or series as the Securities
     (excluding the Exchange Securities) or (ii) has offered or
     will offer or sell the Securities (A) in the United States
     by means of any form of general solicitation or general
     advertising within the meaning of Rule 502(c) under the
     Securities Act or (B) with respect to any such securities
     sold in reliance on Rule 903 of Regulation S ("Regulation
     S") under the Securities Act, by means of any directed sell
     ing efforts within the meaning of Rule 902(b) of Regulation
     S.  Assuming the accuracy of the representations of the
     Purchaser herein, the Funding Corporation, the Guarantors
     and any person acting on their behalf have complied and will
     comply with the offering restrictions requirement of
     Regulation S.
     
               (aa)  The proceeds to the Funding Corporation from
     the offering of the Securities will not be used to purchase
     or carry any security, except as contemplated in the
     Offering Circular.
     
               (bb)  Each of the Salton Sea Projects and
     Partnership Projects (other than the Zinc Project) is a
     "Qualifying Small Power Production Facility," as such term
     is defined pursuant to the Public Utility Regulatory Poli
     cies Act of 1978, as amended.  None of the Guarantors or the
     Funding Corporation, will, solely as a result of the
     participation by the parties separately or as a group in the
     transactions contemplated by the Financing Documents and the
     ownership, use or operation of the Projects, be subject to
     regulation by any Governmental Authority as a "public
     utility," an "electric utility," an "electric utility
     holding company," a "public utility holding company," a
     "holding company" or an "electrical corporation" or a
     subsidiary or affiliate of any of the foregoing under any
     Law (including, without limitation, rules and regulations of
     the California State Energy Resources Conservation and Devel
     opment Commission, the Public Utility Holding Company Act of
     1935, the Federal Power Act of 1920 and the Public Utility
     Regulatory Policies Act of 1978, each as amended); provided
     that either Turbo LLC or Power LLC may elect to become an
     Exempt Wholesale Generator and thereby become a "public
     utility" subject to regulation by FERC and the FPA.
     
               (cc)  None of the Funding Corporation or any of
     the Guarantors is a "party in interest" or a "disqualified
     person" (within the meaning of Section 4975 of the Internal
     Revenue Code of 1986, as amended) with respect to any
     "employee benefit plan" (within the meaning of Section 3(3)
     of the Employee Retirement Income Security Act of 1974, as
     amended).
     
               (dd)  The proceeds from the sale of Securities
     will be loaned by the Funding Corporation to the Salton Sea
     Guarantors and the Partnership Guarantors and utilized by
     the Salton Sea Guarantors and the Partnership Guarantors as
     described under the section of the Offering Circular titled
     "Use of Proceeds."
     
          3.  Purchase, Sale and Delivery of Offered Securities.
     On the basis of the representations, warranties and
     agreements herein contained, but subject to the terms and
     conditions herein set forth, the Funding Corporation agrees
     to sell to the Purchasers, and the Purchasers agree,
     severally and not jointly, to purchase from the Funding
     Corporation, at a purchase price of 99.125% of the principal
     amount of the Securities, plus accrued interest from October
     13, 1998 to the Closing Date (as hereinafter defined), the
     respective principal amounts of the Securities set forth
     opposite the names of the several Purchasers in Schedule I
     hereto.  The Funding Corporation will deliver against
     payment of the purchase price the Securities in the form of
     one or more permanent global Securities in registered form
     without interest coupons (the "Global Securities"), which
     will be deposited with the Trustee, as custodian for The
     Depository Trust Company ("DTC"), and registered in the name
     of Cede & Co., as nominee for DTC.  Interests in any perma
     nent Global Securities will be held only in book-entry form,
     except in the limited circumstances described in the
     Offering Circular.
     
               Payment for the Securities shall be made by the
     Purchasers in federal (same day) funds by official check or
     checks or wire transfer to an account in New York previously
     designated to CSFBC by the Funding Corporation drawn to the
     order of the Funding Corporation, at the office of Skadden,
     Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York,
     New York, 10022 at 10:00 A.M., (New York time), on October
     13, 1998 or at such other date and time not later than seven
     full business days thereafter as CSFBC and the Funding
     Corporation determine, such time being herein referred to as
     the "Closing Date", against delivery to the Trustee as
     custodian for DTC of Global Securities representing all of
     the Securities.  The Global Securities will be made
     available for checking at the above office of Skadden, Arps,
     Slate, Meagher & Flom LLP at least 24 hours prior to the
     Closing Date.
     
               Notwithstanding the foregoing, any Securities sold
     to Institutional Accredited Investors (as hereinafter
     defined) pursuant to Section 4(e) shall be issued in
     definitive physical certificates and shall bear the legend
     relating thereto set forth under "TRANSFER RESTRICTIONS" in
     the Offering Circular, but shall be paid for in the same
     manner as any Securities to be purchased by the Purchasers
     hereunder and to be offered and sold by them in reliance on
     Rule 144A under the Securities Act.
     
          4.  Representations by Purchasers; Resale by Purchaser.
     
     
               (a)  Each Purchaser severally represents and
     warrants to the Funding Corporation that it is an ?accred
     ited investor? within the meaning of Regulation D under the
     Securities Act.
     
               (b)  Each Purchaser severally acknowledges that
     the Securities have not been registered under the Securities
     Act and may not be offered or sold within the United States
     or to, or for the account or benefit of, U.S. persons except
     in accordance with Regulation S or pursuant to an exemption
     from the registration requirements of the Securities Act.
     Each Purchaser severally represents and agrees that it has
     offered and sold the Securities, and will offer and sell the
     Securities, only in accordance with Rule 903, Rule 144A
     under the Securities Act (?Rule 144A?) or to a limited
     number of Institutional Accredited Investors in accordance
     with clause (e)(ii) of this Section 4.  Accordingly, neither
     such Purchaser nor its affiliates, nor any persons acting on
     its or their behalf, have engaged or will engage in any
     directed selling efforts with respect to the Securities, and
     such Purchaser, its affiliates and all persons acting on its
     or their behalf have complied and will comply with the
     offering restrictions requirement of Regulation S.  Each
     Purchaser severally agrees that, at or prior to confirmation
     of sale of the Securities, other than a sale pursuant to
     Rule 144A or a sale to an Institutional Accredited Investor
     in accordance with clause (e)(ii) of this Section 4, such
     Purchaser will have sent to each distributor, dealer or
     person receiving a selling concession, fee or other
     remuneration that purchases the Securities from it a
     confirmation or notice to substantially the following
     effect:
     
          "The Securities covered hereby have not been
          registered under the U.S. Securities Act of 1933
          (the "Securities Act") and may not be offered or
          sold within the United States or to, or for the
          account or benefit of, U.S. persons as part of
          their distribution at any time, except in either
          case in accordance with Regulation S (or Rule
          144A, if available) under the Securities Act.
          Terms used above have the meanings given to them
          by Regulation S."
     
     Terms used in this subsection (b) have the meanings given to
     them by Regulation S.
     
               (c)  Each Purchaser severally agrees that it and
     each of its affiliates has not entered and will not enter
     into any contractual arrangement with respect to the
     distribution of the Securities except for any such arrange
     ments entered into with the prior written consent of the
     Funding Corporation.
     
               (d)  Each Purchaser severally agrees that it and
     each of its affiliates has not offered or sold the
     Securities and will not offer or sell the Securities in the
     United States by means of any form of general solicitation
     or general advertising within the meaning of Rule 502(c)
     under the Securities Act, including, but not limited to
     (i) any advertisement, article, notice or other communica
     tion published in any newspaper, magazine or similar media
     or broadcast over television or radio, or (ii) any seminar
     or meeting whose attendees have been invited by any general
     solicitation or general advertising.  Each Purchaser
     severally agrees, with respect to resales made in reliance
     on Rule 144A of any of the Securities, to deliver either
     with the confirmation of such resale or otherwise prior to
     settlement of such resale a notice to the effect that the
     resale of such Securities has been made in reliance upon the
     exemption from the registration requirements of the
     Securities Act provided by Rule 144A.
     
               (e)  Each Purchaser severally agrees that it will
     offer to sell the Securities only to, and will solicit
     offers to buy the Securities from, persons who in purchasing
     the Securities will be deemed to have represented and agreed
     that such person (i)(A) is a Qualified Institutional Buyer,
     (B) is aware that the sale to it is being made in reliance
     on Rule 144A and (C) is acquiring such Securities for its
     own account or for the account of a Qualified Institutional
     Buyer, (ii) is (A) an institutional "accredited investor"
     (as defined in Rule 501 (a)(1), (2), (3) or (7) under the
     Securities Act) and (B) concurrently with its purchase
     executing and delivering the purchaser's letter containing
     certain representations and agreements in substantially the
     form attached as Appendix F to the Offering Circular or
     (iii) is not a U.S. person and is purchasing such Securities
     in an offshore transaction pursuant to Regulation S.
     
          5.  Certain Agreements of the Funding Corporation and
     the Guarantors.  The Funding Corporation and the Guarantors
     agree with the several Purchasers that:
     
               (a)  The Funding Corporation and the Guarantors
     will advise CSFBC promptly of any proposal to amend or
     supplement the Offering Circular and will not effect such
     amendment or supplementation without the CSFBC's consent.
     If, at any time prior to the completion of the resale of the
     Securities by the Purchasers, any event occurs as a result
     of which the Offering Circular as then amended or
     supplemented would include an untrue statement of a material
     fact or omit to state any material fact necessary in order
     to make the statements therein, in the light of the circum
     stances under which they were made, not misleading, the
     Funding Corporation and the Guarantors promptly will notify
     CSFBC of such event and promptly will prepare, at their own
     expense, an amendment or supplement which will correct such
     statement or omission.  Neither CSFBC's consent to, nor the
     Purchasers' delivery to offerees or investors of, any such
     amendment or supplement shall constitute a waiver of any of
     the conditions set forth in Section 6.
     
               (b)  The Funding Corporation and the Guarantors
     will furnish to CSFBC copies of the Preliminary Offering
     Circular, the Offering Circular and all amendments and
     supplements to such documents, in each case as soon as
     available and in such quantities as CSFBC requests, and the
     Funding Corporation will furnish to CSFBC on the date hereof
     three copies of the Offering Circular.  At any time when the
     Funding Corporation is not subject to Section 13 or 15(d) of
     the Exchange Act, the Funding Corporation will promptly
     furnish or cause to be furnished to the Purchasers and, upon
     request of holders and prospective purchasers of the Securi
     ties, to such holders and purchasers, copies of the informa
     tion required to be delivered to holders and prospective
     purchasers of the Securities pursuant to Rule 144A(d)(4)
     under the Securities Act (or any successor provision
     thereto) in order to permit compliance with Rule 144A in
     connection with resales by such holders of the Securities.
     The Funding Corporation and the Guarantors will pay the
     expenses of printing and distributing to the Purchasers and
     such holders and purchasers all such documents.
     
               (c)  The Funding Corporation and the Guarantors
     will arrange for the qualification of the Securities for
     sale and the determination of their eligibility for invest
     ment under the laws of such jurisdictions in the United
     States and Canada as CSFBC designates and will continue such
     qualifications in effect so long as required for the resale
     of the Securities by the Purchasers, provided that the
     Funding Corporation and the Guarantors will not be required
     to qualify as a foreign corporation or to file a general
     consent to service of process in any such jurisdiction.
     
               (d)  During the period of five years hereafter,
     the Funding Corporation will furnish to the Purchasers, as
     soon as available after the end of each fiscal year, a copy
     of its annual audited financial statements and the annual
     audited financial statements of the Guarantors (on a
     combined basis).
     
               (e)  During the period of two years after the
     Closing Date, the Funding Corporation will, upon request,
     furnish to the Purchasers and any holder or beneficial owner
     of Securities a copy of the restrictions on transfer
     applicable to the Securities.
     
               (f)  During the period of two years after the
     Closing Date, the Funding Corporation and the Guarantors
     will not, and will not permit any of their affiliates (as
     defined in Rule 144 under the Securities Act) to, resell any
     of the Securities that have been reacquired by any of them.
     
               (g)  During the period of two years after the
     Closing Date, the Funding Corporation and the Guarantors
     will not be or become an open-end investment company, unit
     investment trust or face-amount certificate company that is
     or is required to be registered under Section 8 of the
     Investment Company Act, and none of the Funding Corporation
     nor any of the Guarantors is or will become a closed-end
     investment company required to be registered, but not regis
     tered, under the Investment Company Act.
     
               (h)  The Funding Corporation and the Guarantors
     will pay all expenses incidental to the performance of their
     obligations under this Agreement, the Indenture and the
     other Financing Documents, including, without limitation (i)
     the fees and expenses of the Trustee and its professional
     advisers, and (ii) all expenses in connection with the
     execution, issue, authentication, packaging and initial
     delivery of the Securities, the preparation and printing of
     this Agreement, the Securities, the Indenture, the
     Preliminary Offering Circular, the Offering Circular and
     amendments and supplements thereto, and any other document
     relating to the issuance, offer, sale and delivery of the
     Securities.  The Funding Corporation and the Guarantors will
     also pay or reimburse the Purchasers (to the extent incurred
     by them) for any expenses actually and reasonably incurred
     by the Purchasers in connection with the purchase and sale
     of the Securities, including, without limitation,  all out-
     of-pocket expenses incurred by the Purchasers (such as, but
     not limited to, travel, hotel, telephone and telecopy
     charges), all fees and disbursements of counsel to the
     Purchasers, expenses related to qualification of the Securi
     ties for sale under the laws of such jurisdictions in the
     United States and Canada as CSFBC designates and the
     printing of memoranda relating thereto, up to $1,000 ("blue
     sky fees"), fees charged by investment rating agencies for
     the rating of the Securities ("rating agency fees"), all
     travel expenses of the Purchasers' and the Funding
     Corporation's or the Guarantors' officers and employees and
     any other expenses of the Purchasers and the Funding
     Corporation or the Guarantors in connection with attending
     or hosting meetings with prospective purchasers of the
     Securities from the Purchasers and for expenses incurred in
     distributing Preliminary Offering Circulars and Offering
     Circulars (including any amendments and supplements thereto)
     to the Purchasers and prospective purchasers of the
     Securities from the Purchasers; provided that such fees and
     expenses (other than rating agency fees, blue sky fees and
     fees and disbursements of counsel to the Purchasers) are
     estimated to be approximately $175,000 and will be subject
     to audit and verification by the Funding Corporation and the
     Guarantors that such fees and expenses were reasonably
     incurred in connection with the issuance and offering of the
     Securities.
     
               (i)  In connection with the offering of the
     Securities, until the earlier of (x) 180 days following the
     Closing Date and (y) the date on which CSFBC shall have
     notified the Funding Corporation of the completion of the
     resale of the Securities, neither the Funding Corporation,
     the Guarantors nor any of their affiliates has or will,
     either alone or with one or more other persons, bid for or
     purchase for any account in which it or any of its
     affiliates has a beneficial interest any Securities or
     attempt to induce any person to purchase any Securities; and
     neither the Funding Corporation, the Guarantors nor any of
     their affiliates will make bids or purchases for the purpose
     of creating actual, or apparent, active trading in, or of
     raising the price of, the Securities.
     
               (j)  The Funding Corporation will not, until 30
     days following the Closing Date, without the prior written
     consent of CSFBC, pursuant to Rule 144A, Regulation S or an
     offering registered under the Securities Act, offer, sell or
     contract to sell, or otherwise dispose of, directly or
     indirectly, or announce the offering of, any debt securities
     issued or guaranteed by the Funding Corporation or any of
     the Guarantors (other than the Securities).
     
          6.  Conditions of the Obligations of the Purchaser.
      The obligations of the Purchasers to purchase and pay for
     the Securities will be subject to the accuracy of the repre
     sentations and warranties made by the Funding Corporation
     and the Guarantors herein, to the accuracy of the statements
     of officers of the Funding Corporation and the Guarantors
     made pursuant to the provisions hereof, to the performance
     by the Funding Corporation and the Guarantors of their
     obligations hereunder and to the following additional
     conditions precedent:
     
               (a)  The Purchasers shall have received a letter,
     dated the date of this Agreement, of Deloitte & Touche LLP
     in form and substance reasonably satisfactory to CSFBC con
     cerning the financial information with respect to the
     Funding Corporation and the Guarantors set forth in the
     Offering Circular.
     
               (b)  Subsequent to the execution and delivery of
     this Agreement, there shall not have occurred (i) any
     change, or any development or event involving a prospective
     change, in or affecting the financial condition, business or
     results of operations of the Funding Corporation or any of
     the Guarantors which, in the reasonable judgment of the
     Purchasers, materially impairs the investment quality of the
     Securities or is material and adverse and makes it
     impractical or inadvisable to proceed with the offering of
     the Securities; (ii) any downgrading in the rating of the
     Securities, the Series A Securities, the Series B
     Securities, the Series C Securities, the Series D Securities
     or the Series E Securities by Standard & Poor's Ratings
     Group or Moody's Investors Service, Inc. or any public
     announcement that such organization has under surveillance
     or review its rating of the Securities, the Series A
     Securities, the Series B Securities, the Series C
     Securities, the Series D Securities or the Series E
     Securities (other than an announcement with positive implica
     tions of a possible upgrading, and no implication of a
     possible downgrading, of such rating); (iii) any suspension
     or limitation of trading in securities generally on the New
     York Stock Exchange, or any setting of minimum prices for
     trading on such exchange or any suspension of trading of any
     securities of CalEnergy on any exchange or in the over the
     counter market; (iv) any banking moratorium declared by U.S.
     federal or New York authorities; (v) any outbreak or
     escalation of hostilities in which the United States is
     involved, any declaration of war by the United States
     Congress or any other change in financial markets or
     substantial national calamity or emergency if, in the
     judgment of the Purchasers, the effect of any such outbreak,
     escalation, declaration, change, calamity or emergency makes
     it impractical or inadvisable to proceed with completion of
     the sale of and payment for the Securities; or (vi) any
     invalidation of Rule 144A or Regulation S by any court or
     any amendment or proposed amendment of any rule or
     regulation under the Securities Act or the Exchange Act by
     the Commission which in the Purchasers' judgment would
     materially impair the Purchasers' ability to purchase, hold
     or effect resales of the Securities as contemplated hereby
     or the ability of holders of the Securities to effect
     resales as currently contemplated by Rule 144A and
     Regulation S.
     
               (c)  The representations and warranties of each of
     the Funding Corporation and the Guarantors contained herein
     and in each Transaction Document to which the Funding
     Corporation or any of the Guarantors is party shall be true
     and correct on and as of the Closing Date with the same
     effect as though such representations and warranties had
     been made on and as of the Closing Date, each of the Funding
     Corporation and the Guarantors shall have complied with all
     agreements and satisfied all conditions on its part to be
     performed or satisfied hereunder or thereunder at or prior
     to the Closing Date and, subsequent to the respective dates
     of the most recent financial statements in the Offering
     Circular, there shall have been no material adverse change
     in the financial position or results of operation of the
     Funding Corporation and the Guarantors, taken as a whole, as
     evidenced by a certificate, dated the Closing Date, of the
     President or any Vice-President and a principal financial or
     accounting officer of the Funding Corporation and the
     Guarantors.
     
               (d)  CalEnergy shall have duly authorized,
     executed and delivered the Equity Commitment Agreement, in
     such form as shall be satisfactory to the Purchasers and
     their counsel, and the Equity Commitment Agreement shall
     constitute a valid and legally binding agreement of
     CalEnergy, enforceable in accordance with its terms, except
     as enforceability thereof may be subject to bankruptcy,
     insolvency, fraudulent transfer, reorganization, moratorium
     and similar laws relating to or affecting creditors' rights
     generally and to general principles of equity.
     
               (e)  On or prior to the Closing Date, the Funding
     Corporation and the Guarantors, as applicable, shall have
     entered into the Supplemental Indenture, the Amended and
     Restated Depositary Agreement, Amendment No. 2 to the
     Intercreditor Agreement, the Securities Account Control
     Agreement, the Securities, the Series F Registration Rights
     Agreement, the Second Amended and Restated Debt Service
     Reserve LOC Reimbursement Agreement, the Amended and
     Restated Salton Sea Credit Agreement, the Second Amended and
     Restated Partnership Credit Agreement, the Amended and
     Restated Salton Sea Secured Guarantee, the Second Amended
     and Restated Partnership Secured Limited Guarantee and such
     additional Financing Documents and amendments, modifications
     or supplements thereto as may be reasonably required by the
     Purchasers in connection with the issuance of Securities,
     all in such form as shall be reasonably satisfactory to the
     Purchasers and their counsel; and such Financing Documents
     and such amendments, modifications or supplements shall have
     been fully executed and delivered and shall remain in full
     force and effect on the Closing Date; and all conditions
     precedent under the Second Amended and Restated Debt Service
     Reserve LOC Reimbursement Agreement to the issuance of one
     or more Debt Service Reserve Letters of Credit in an
     aggregate face amount equal to the Debt Service Reserve Fund
     Required Balance (as defined in the Depositary Agreement) as
     of the Closing Date shall have been satisfied on the Closing
     Date and the Funding Corporation shall have delivered to the
     Purchasers evidence reasonably satisfactory to the
     Purchasers that the Debt Service Reserve Letter of Credit
     currently anticipated to be required to be delivered to the
     Depository Agent in order to fund the Debt Service Reserve
     Fund at the Debt Service Reserve Fund Required Balance (as
     defined in the Depositary Agreement) has been obtained and
     is in existence on the Closing Date or other arrangements
     with respect to such obligations acceptable to the Pur
     chasers shall have been made.
     
               (f)  The Purchasers shall have received copies of
     all legal opinions rendered in connection with the
     transactions contemplated by the documents listed in
     paragraph (e) above and reliance letters in respect thereof.
     
               (g)  On or prior to the Closing Date, the Funding
     Corporation or the Guarantors shall have delivered to the
     Purchasers evidence satisfactory to the Purchasers and their
     counsel that a title policy or policies in the aggregate
     amount of $100,000,000 insuring the New Deeds of Trust has
     been obtained, each of which title policies shall be
     satisfactory in form and substance to the Purchasers and
     their counsel.
     
               (h)  On or prior to the Closing Date, each New
     Deed of Trust shall have been delivered to Commonwealth Land
     Title Company (the "Title Company") for due recordation as a
     mortgage of real estate, and any required filings with
     respect to personal property and fixtures subject to the
     liens of such New Deed of Trust shall have been delivered to
     the Title Company for filing, in each place in which such
     recording or filing is required to protect, preserve and
     perfect the liens of such New Deed of Trust as a valid and
     enforceable lien on the real estate and as a valid and
     enforceable security interest in the personal property and
     fixtures covered or purported to be covered by such New Deed
     of Trust, with the priority purported to be created thereby,
     in each case subject only to Permitted Liens, and except for
     such recordation or filing no further action shall be re
     quired to create, preserve or perfect such liens and secu
     rity interests.  The Financing Statements and such other UCC-
     1 financing statements shall have been delivered for filing,
     recordation and/or registration in each office and in each
     jurisdiction where required to create and perfect a valid
     and enforceable security interest in the Collateral and the
     Funding Corporation Collateral covered or purported to be
     covered by the Security Documents, with the priority
     purported to be created thereby.  All taxes and recording
     and filing fees required to be paid with respect to the
     execution, recording or filing of the New Deeds of Trust and
     the Financing Statements and such other UCC-1 financing
     statements shall have been paid or provided for.  All
     Collateral and Funding Corporation Collateral shall be
     subject to no Liens other than Permitted Liens.
     
               (i)  On or prior to the Closing Date, each of the
     Project Documents, in the forms as previously delivered to
     the Purchasers or their counsel and as they exist as
     executed versions as of the date of this Agreement or in
     such forms as shall be reasonably satisfactory in form and
     substance to the Purchasers and their counsel, shall have
     been executed and delivered, shall remain in full force and
     effect, no default shall have occurred thereunder, all
     conditions precedent thereunder shall be satisfied and there
     shall not have occurred any event of force majeure
     thereunder as of the Closing Date.
     
               (j)  The Purchasers shall have received a letter,
     dated the Closing Date, of Deloitte & Touche LLP that meets
     the requirements of subsection (a) of this Section 6, except
     that the specified date referred to in such subsection will
     be a date not more than five days prior to the Closing Date
     for the purposes of this subsection.
     
               (k)  The New Project Independent Engineer shall
     have consented to the references to it in the Offering
     Circular and the use of the Independent Engineer's Report
     (as defined in the Offering Circular) prepared by the New
     Project Independent Engineer and contained in Appendix B to
     the Offering Circular; and since the date of the Independent
     Engineer's Report, no event affecting the Independent
     Engineer's Report or the matters referred to therein shall
     have occurred (A) which shall make untrue or incorrect in
     any material respect, as of the Closing Date, any
     information or statement contained in the Independent
     Engineer's Report or in the Offering Circular relating to
     matters referred to in the Independent Engineer's Report, or
     (B) which shall not be reflected in the Offering Circular
     but should be reflected therein in order to make the
     statements and information contained in the Independent Engi
     neer's Report, or in the Offering Circular relating to
     matters referred to in the Independent Engineer's Report, in
     light of the circumstances under which they were made, not
     misleading, as evidenced by a certificate reasonably
     satisfactory to the Purchasers of an authorized officer of
     the New Project Independent Engineer, dated the Closing
     Date.
     
               (l)  The Geothermal Resource Consultant shall have
     consented to the references to it in the Offering Circular
     and the use of the Geothermal Resource Consultant's Report
     (as defined in the Offering Circular) prepared by the
     Geothermal Resource Consultant and contained in Appendix D
     to the Offering Circular; and since the date of the
     Geothermal Resource Consultant's Report, no event affecting
     the Geothermal Resource Consultant's Report or the matters
     referred to therein shall have occurred (A) which shall make
     untrue or incorrect in any material respect, as of the
     Closing Date, any information or statement contained in the
     Geothermal Resource Consultant's Report or in the Offering
     Circular relating to matters referred to in the Geothermal
     Resource Consultant's Report, or (B) which shall not be
     reflected in the Offering Circular but should be reflected
     therein in order to make the statements and information
     contained in the Geothermal Resource Consultant's Report, or
     in the Offering Circular relating to matters referred to in
     the Geothermal Resource Consultant's Report, in light of the
     circumstances under which they were made, not misleading, as
     evidenced by a certificate reasonably satisfactory to the
     Purchasers of an authorized officer of the Geothermal
     Resource Consultant, dated the Closing Date.
     
               (m)  The Independent Power Market Consultant shall
     have consented to the references to it in the Offering
     Circular and the use of the Independent Power Market
     Consultant's Report (as defined in the Offering Circular)
     prepared by the Independent Power Market Consultant and
     contained in Appendix C to the Offering Circular; and since
     the date of the Independent Power Market Consultant's
     Report, no event affecting the Independent Power Market
     Consultant's Report or the matters referred to therein shall
     have occurred (A) which shall make untrue or incorrect in
     any material respect, as of the Closing Date, any
     information or statement contained in the Independent Power
     Market Consultant's Report or in the Offering Circular
     relating to matters referred to in the Independent Power
     Market Consultant's Report, or (B) which shall not be
     reflected in the Offering Circular but should be reflected
     therein in order to make the statements and information
     contained in the Independent Power Market Consultant's
     Report, or in the Offering Circular relating to matters
     referred to in the Independent Power Market Consultant's
     Report, in light of the circumstances under which they were
     made, not misleading, as evidenced by a certificate
     reasonably satisfactory to the Purchasers of an authorized
     officer of the Independent Power Market Consultant, dated
     the Closing Date.
     
               (n)  The Independent Zinc Market Consultant shall
     have consented to the references to it in the Offering
     Circular and the use of the Independent Zinc Market
     Consultant's Report (as defined in the Offering Circular)
     prepared by the Independent Zinc Market Consultant and
     contained in Appendix F to the Offering Circular; and since
     the date of the Independent Zinc Market Consultant's Report,
     no event affecting the Independent Zinc Market Consultant's
     Report or the matters referred to therein shall have
     occurred (A) which shall make untrue or incorrect in any
     material respect, as of the Closing Date, any information or
     statement contained in the Independent Zinc Market
     Consultant's Report or in the Offering Circular relating to
     matters referred to in the Independent Zinc Market
     Consultant's Report, or (B) which shall not be reflected in
     the Offering Circular but should be reflected therein in
     order to make the statements and information contained in
     the Independent Zinc Market Consultant's Report, or in the
     Offering Circular relating to matters referred to in the
     Independent Zinc Market Consultant's Report, in light of the
     circumstances under which they were made, not misleading, as
     evidenced by a certificate reasonably satisfactory to the
     Purchasers of an authorized officer of the Independent Zinc
     Market Consultant, dated the Closing Date.
     
               (o)  The Purchasers shall have received a
     certificate, dated the Closing Date, of any President or
     Vice President of the Funding Corporation and the
     Guarantors, certifying, based on customary assumptions, that
     there are sufficient geothermal resources to operate the
     Salton Sea Projects and the Partnership Projects through the
     Final Maturity Date.
     
               (p)  The Purchasers shall have received opinions,
     dated the Closing Date, of Willkie Farr & Gallagher, Latham
     & Watkins, Lionel Sawyer & Collins and White & Case, each
     counsel for the Funding Corporation and the Guarantors, and
     Steven A. McArthur, Esq., Executive Vice President and
     General Counsel for the Funding Corporation and the
     Guarantors, to the effect as set forth in Annexes B, C, D, E
     and F hereto and reasonably satisfactory in all respects to
     CSFBC and its counsel.
               (q)  The Purchasers shall have received an
     opinion, dated the Closing Date, from Lillick & Charles,
     counsel to the Trustee, the Collateral Agent and the
     Depositary Agent, in respect of the enforceability of the
     Financing Documents to which the Trustee, the Collateral
     Agent and the Depositary Agent are parties and the
     authentication of the Securities by the Trustee, which
     opinion shall be satisfactory in all respects to CSFBC and
     its counsel.
     
               (r)  The Purchasers shall have received from
     Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
     Purchasers, such opinion or opinions as CSFBC may reasonably
     request, dated the Closing Date, with respect to the
     Offering Circular, and the Funding Corporation and the
     Guarantors shall have furnished to such counsel such
     documents as they request for the purpose of enabling them
     to pass upon such matters.
     
               (s)  The Purchasers shall have received, in form
     and substance satisfactory to CSFBC, copies of such
     opinions, certificates, letters and documents as CSFBC
     reasonably requests.
     
          7.  Indemnification and Contribution.
     
               (a)  The Funding Corporation and the Guarantors
     will indemnify and hold harmless each Purchaser against any
     losses, claims, damages or liabilities, joint or several, to
     which such Purchaser may become subject, under the
     Securities Act or the Exchange Act or otherwise, insofar as
     such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon any breach
     of any of the representations and warranties of the Funding
     Corporation and the Guarantors contained herein or any
     untrue statement or alleged untrue statement of any material
     fact contained in the Offering Circular, or any amendment or
     supplement thereto, or any related Preliminary Offering
     Circular, or arise out of or are based upon the omission or
     alleged omission to state therein a material fact necessary
     in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading,
     and will reimburse each Purchaser for any legal or other
     expenses reasonably incurred by such Purchaser in connection
     with investigating or defending any such loss, claim,
     damage, liability or action as such expenses are incurred;
     provided, however, that the Funding Corporation and the
     Guarantors will not be liable in any such case to the extent
     that any such loss, claim, damage or liability arises out of
     or is based upon an untrue statement or alleged untrue
     statement in or omission or alleged omission from any of
     such documents in reliance upon and in conformity with
     written information furnished to the Funding Corporation by
     any Purchaser through CSFBC specifically for use therein, it
     being understood and agreed that the only such information
     consists of the information described as such in
     subsection (b) below; and provided, further that, with
     respect to any untrue statement or omission in the
     Preliminary Offering Circular, this indemnity agreement
     shall not inure to the benefit of any Purchaser on account
     of any loss, claim, damage, liability or action arising from
     the sale of any Securities to any person by such Purchaser
     if such Purchaser failed to send or give a copy of the
     Offering Circular, as the same may be amended or supple
     mented, to that person within the time required by the
     Securities Act, and the untrue statement or alleged untrue
     statement of a material fact or omission or alleged omission
     to state a material fact in the Preliminary Offering Circu
     lar was corrected in the Offering Circular and the Offering
     Circular was made available to such Purchaser prior to the
     sale of the Securities.
     
               (b)  Each Purchaser will severally and not jointly
     indemnify and hold harmless the Funding Corporation and the
     Guarantors against any losses, claims, damages or
     liabilities to which the Funding Corporation and the
     Guarantors may become subject, under the Securities Act, the
     Exchange Act or otherwise, insofar as such losses, claims,
     damages or liabilities (or actions in respect thereof) arise
     out of or are based upon any untrue statement or alleged
     untrue statement of any material fact contained in the
     Offering Circular, or any amendment or supplement thereto,
     or any related preliminary offering circular, or arise out
     of or are based upon the omission or the alleged omission to
     state therein a material fact necessary in order to make the
     statements therein, in the light of the circumstances under
     which they were made, not misleading, in each case to the
     extent, but only to the extent, that such untrue statement
     or alleged untrue statement or omission or alleged omission
     was made in reliance upon and in conformity with written
     information furnished to the Funding Corporation by such
     Purchaser through CSFBC specifically for use therein, and
     will reimburse for any legal or other expenses reasonably
     incurred by the Funding Corporation in connection with
     investigating or defending any such loss, claim, damage,
     liability or action as such expenses are incurred, it being
     understood and agreed that the only such information
     furnished by any Purchaser consists of the following
     information in the Offering Circular:  the last paragraph at
     the bottom of the cover page concerning the terms of the
     offering by the Purchasers, the legend concerning stabiliz
     ing on the inside front cover page and the third paragraph,
     the fifth paragraph, the second sentence of the seventh
     paragraph, the eighth paragraph and the ninth paragraph
     under the caption "PLAN OF DISTRIBUTION."
     
               (c)  Promptly after receipt by an indemnified
     party under this Section 7 of notice of the commencement of
     any action, such indemnified party will, if a claim in
     respect thereof is to be made against the indemnifying party
     under subsection (a) or (b) above, notify the indemnifying
     party of the commencement thereof; but the omission so to
     notify the indemnifying party will not relieve it from any
     liability which it may have to any indemnified party
     otherwise than under subsection (a) or (b) above.  In case
     any such action is brought against any indemnified party and
     it notifies the indemnifying party of the commencement
     thereof, the indemnifying party will be entitled to
     participate therein and, to the extent that it may wish,
     jointly with any other indemnifying party similarly
     notified, to assume the defense thereof, with counsel
     reasonably satisfactory to such indemnified party,  and
     after notice from the indemnifying party to such indemnified
     party of its election so to assume the defense thereof, the
     indemnifying party will not be liable to such indemnified
     party under this Section 7 for any legal or other expenses
     subsequently incurred by such indemnified party in
     connection with the defense thereof other than reasonable
     costs of investigation; provided, however, that the
     indemnified party shall have the right to employ counsel to
     represent the indemnified party and its controlling persons
     who may be subject to liability arising out of any claim in
     respect of which indemnity may be sought by the indemnified
     party against the indemnifying party under this Section 7 if
     the employment of such counsel shall have been authorized in
     writing by the indemnifying party in connection with the
     defense of such action or, if in the written opinion of
     counsel to either the indemnifying party or the indemnified
     party, representation of both parties by the same counsel
     would be inappropriate due to actual or likely conflicts of
     interest between them, and in that event the fees and
     expenses of one firm of separate counsel (in addition to the
     fees and expenses of local counsel) shall be paid by the
     indemnifying party.  No indemnifying party shall, without
     the prior written consent of the indemnified party (which
     consent shall not be unreasonably withheld), effect any
     settlement of any pending or threatened action in respect of
     which any indemnified party is or could have been a party
     and indemnity could have been sought hereunder by such
     indemnified party, unless such settlement includes an
     unconditional release of such indemnified party from all
     liability on any claims that are the subject matter of such
     action.
     
               (d)  If the indemnification provided for in this
     Section 7 is unavailable or insufficient to hold harmless an
     indemnified party under subsection (a) or (b) above, then
     each indemnifying party shall contribute to the amount paid
     or payable by such indemnified party as a result of the
     losses, claims, damages or liabilities referred to in
     subsection (a) or (b) above (i) in such proportion as is
     appropriate to reflect the relative benefits received by the
     Funding Corporation and the Guarantors on the one hand and
     the Purchasers on the other from the offering of the Securi
     ties or (ii) if the allocation provided by clause (i) above
     is not permitted by applicable law, in such proportion as is
     appropriate to reflect not only the relative benefits
     referred to in clause (i) above but also the relative fault
     of the Funding Corporation and the Guarantors on the one
     hand and the Purchasers on the other in connection with the
     statements or omissions which resulted in such losses,
     claims, damages or liabilities as well as any other relevant
     equitable considerations.  The relative benefits received by
     the Funding Corporation and the Guarantors on the one hand
     and the Purchasers on the other shall be deemed to be in the
     same proportion as the total net proceeds from the offering
     (before deducting expenses) received by the Funding
     Corporation and the Guarantors bear to the total discounts
     and commissions received by the Purchasers from the Funding
     Corporation under this Agreement.   The relative fault shall
     be determined by reference to, among other things, whether
     the untrue or alleged untrue statement of a material fact or
     the omission or alleged omission to state a material fact
     relates to information supplied by the Funding Corporation
     or the Guarantors, on the one hand, or the Purchasers, on
     the other hand, and the parties' relative intent, knowledge,
     access to information and opportunity to correct or prevent
     such untrue statement or omission.  The amount paid by an
     indemnified party as a result of the losses, claims, damages
     or liabilities referred to in the first sentence of this
     subsection (d) shall be deemed to include any legal or other
     expenses reasonably incurred by such indemnified party in
     connection with investigating or defending any action or
     claim which is the subject of this subsection (d).
     Notwithstanding the provisions of this subsection (d), no
     Purchaser shall be required to contribute any amount in
     excess of the amount by which the total price at which the
     Securities purchased by it were resold exceeds the amount of
     any damages which such Purchaser has otherwise been required
     to pay by reason of such untrue or alleged untrue statement
     or omission or alleged omission.
     
               (e)  The obligations of the Funding Corporation
     and the Guarantors under this Section 7 shall be in addition
     to any liability which the Funding Corporation and the
     Guarantors may otherwise have and shall extend, upon the
     same terms and conditions, to each person, if any, who con
     trols any Purchaser within the meaning of the Securities Act
     or the Exchange Act; and the obligations of the Purchasers
     under this Section shall be in addition to any liability
     which the respective Purchasers may otherwise have and shall
     extend, upon the same terms and conditions, to each officer,
     director, employee, agent or shareholder of the Funding
     Corporation and each Guarantor and to each officer,
     director, employee, agent or shareholder of each person, if
     any, who controls the Funding Corporation and the Guarantors
     within the meaning of the Securities Act or the Exchange
     Act.
     
          8.  Default by Purchasers.  If any Purchaser defaults
     in its obligations to purchase Securities hereunder and the
     aggregate principal amount of Securities that such
     defaulting Purchaser agreed but failed to purchase does not
     exceed 10% of the total principal amount of Securities, the
     remaining Purchaser may make arrangements satisfactory to
     the Funding Corporation for the purchase of such Securities
     by other persons, including itself, but if no such
     arrangements are made by the Closing Date, the non-
     defaulting Purchaser shall be obligated to purchase the
     Securities that such defaulting Purchaser agreed but failed
     to purchase.  If any Purchaser so defaults and the aggregate
     principal amount of Securities with respect to which such
     default occurs exceeds 10% of the total principal amount of
     Securities and arrangements satisfactory to the remaining
     Purchaser and the Funding Corporation for the purchase of
     such Securities by other persons are not made within 36
     hours after such default, this Agreement will terminate
     without liability on the part of the non-defaulting
     Purchaser or the Funding Corporation, except as provided in
     Section 9.  As used in this Agreement, the term "Purchaser"
     includes any person substituted for a Purchaser under this
     Section.  Nothing herein will relieve a defaulting Purchaser
     from liability for its default.
     
          9.  Survival of Certain Representations and
     Obligations.  The respective indemnities, agreements,
     representations, warranties and other statements of the
     Funding Corporation and the Guarantors or their officers and
     of the Purchaser set forth in or made pursuant to this
     Agreement will remain in full force and effect, regardless
     of any investigation, or statement as to the results
     thereof, made by or on behalf of the Purchaser, the Funding
     Corporation and the Guarantors or any of their respective
     representatives, officers or directors or any controlling
     person, and will survive delivery of and payment for the
     Securities.  If for any reason the purchase of the Securi
     ties by the Purchaser is not consummated, the Funding
     Corporation and the Guarantors shall remain responsible for
     the expenses to be paid or reimbursed by them pursuant to
     Section 5 and the respective obligations of the Funding
     Corporation, the Guarantors and the Purchaser pursuant to
     Section 7 shall remain in effect; provided that,
     notwithstanding the foregoing, in such circumstances the
     Funding Corporation and the Guarantors shall not be
     obligated to reimburse the Purchaser for its out-of-pocket
     expenses (excluding fees and disbursements of counsel and
     rating agency fees) in excess of $175,000; and provided,
     further that if the purchase of the Securities is not
     consummated solely because of the occurrence of an event
     specified in Section 6(b)(iv), (v) or (vi), then the Funding
     Corporation and the Guarantors shall have no obligation to
     reimburse the Purchaser for its out-of-pocket expenses
     (including fees and disbursements of counsel), except for
     rating agency fees.
     
          10.  Notices.  All communications hereunder will be in
     writing and, if sent to the Purchaser will be mailed,
     delivered or telegraphed and confirmed to the Purchaser, at
     Credit Suisse First Boston Corporation, Eleven Madison
     Avenue, New York, New York 10010, Attention:  Investment
     Banking Department-Transactions Advisory Group, or, if sent
     to the Funding Corporation and the Guarantors, will be
     mailed, delivered or telegraphed and confirmed to them at
     302 South 36th Street, Suite 400-A, Omaha, Nebraska 68131,
     Attention: General Counsel.
     
          11.  Successors.  This Agreement will inure to the
     benefit of and be binding upon the parties hereto and their
     respective successors and the controlling persons referred
     to in Section 7, and no other person will have any right or
     obligation hereunder.
     
          12.  Representation of Purchasers.  CSFBC will act for
     the several Purchasers in connection with this purchase, and
     any action under this Agreement taken by CSFBC will be
     binding upon all the Purchasers.
     
          13.  Counterparts.  This Agreement may be executed in
     any number of counterparts, each of which shall be deemed to
     be an original, but all such counterparts shall together
     constitute one and the same Agreement.
     14.  Applicable Law.  This Agreement shall be governed
by, and construed in accordance with, the laws of the State
of New York without regard to principles of conflicts of
laws (other than Section 5-1401 of the New York General
Obligations Law).  The Funding Corporation and the
Guarantors hereby submit to the non-exclusive jurisdiction
of the federal and state courts in the Borough of Manhattan
in The City of New York in any suit or proceeding arising
out of or relating to this Agreement or the transactions
contemplated hereby.

          If the foregoing is in accordance with the
Purchaser's understanding of our agreement, kindly sign and
return to us one of the counterparts hereof, whereupon it
will become a binding agreement between the Funding
Corporation, each of the Guarantors and the Purchaser in
accordance with its terms.

                              Very truly yours,

                              SALTON SEA FUNDING CORPORATION


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President
                              

                              SALTON SEA BRINE PROCESSING L.P.

                              By:  SALTON SEA POWER COMPANY, as
                                   Managing General Partner


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President
                              

                              SALTON SEA POWER GENERATION L.P.

                              By:  SALTON SEA POWER COMPANY, as
                                   Managing General Partner


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              FISH LAKE POWER COMPANY


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              SALTON SEA POWER L.L.C.

                              By:  CE SALTON SEA INC., as Manager


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              CALENERGY OPERATING
                                CORPORATION


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              VULCAN POWER COMPANY


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              NIGUEL ENERGY COMPANY


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              SAN FELIPE ENERGY COMPANY


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              CONEJO ENERGY COMPANY


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              BN GEOTHERMAL, INC.


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              ELMORE, L.P.

                              By:  CALENERGY OPERATING COR
                                   PORATION, as General Partner


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              LEATHERS, L.P.

                              By:  CALENERGY OPERATING
                                   CORPORATION,
                                        as General Partner


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              DEL RANCH, L.P.

                              By:  CALENERGY OPERATING
                                   CORPORATION, as General
                                   Partner


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              VULCAN/BN GEOTHERMAL POWER COMPANY

                              By:  VULCAN POWER COMPANY,
                                   as General Partner


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President



                              CALENERGY MINERALS LLC

                              By:  SALTON SEA MINERALS CORP., as
                                   Manager


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              CE TURBO LLC

                              By:  MAGMA POWER COMPANY, as
                                   Manager


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President


                              SALTON SEA ROYALTY COMPANY


                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President