**Exhibit
              10.22****CONFIDENTIAL
                TREATMENT****REQUESTED
                PURSUANT TO RULE 24b-2****Certain
                portions of this exhibit have been omitted pursuant to a request
                for
                confidential treatment under Rule 24b-2 of the Securities Exchange
                Act of
                1934. The omitted materials have been filed separately with the Securities
                and Exchange
                Commission.**


**SECOND
      AMENDMENT**


**TO
      THE ENERGY MANAGEMENT AGREEMENT**


**between**


**BEAR
      ENERGY LP**


**and**


**MMC
      MID-SUN, LLC**





**This**  **SECOND
      AMENDMENT** dated
      as
      of March 25, 2008 (this “ Second
      Amendment ”),
      is
      made and entered into by and between BEAR ENERGY LP (“ Bear ”)
      and
      MMC MID-SUN, LLC (“ Mid-Sun, ”
and
      together with Bear, the “ Parties ”).





**W** **I** **T** **N** **E** **S** **S** **E** **T** **H**





**WHEREAS,** the
      Parties have entered into the Energy Management Agreement (the “ Mid-Sun
      EMA ”),
      the
      EEI Master Power Purchase and Sale Agreement, with the Gas Annex thereto
      (“ EEI
      Agreement ”),
      each
      dated December 28, 2006, and the First Amendment to the Energy Management
      Agreement, dated March 21, 2007;





**WHEREAS,** the
      Parties, with MMC Chula Vista, LLC (“ Chula
      Vista ”),
      MMC
      Escondido, LLC (“ Escondido ”),
      MMC
      North America, LLC (“ MMC
      North America ”)
      and
      MMC Energy Inc. (“ MMC
      Energy ”),
      entered into the Second Amendment and Joinder Agreement on December 28, 2006,
      pursuant to which Mid-Sun became a party to: (i) the Master Netting, Set-Off
      and
      Consent Agreement dated November 21, 2006 between Bear and Escondido, Chula
      Vista, MMC North America and MMC Energy, as amended, and (ii) the EEI Collateral
      Annex dated November 21, 2006 between Bear and Escondido, Chula Vista, MMC
      North
      America and MMC Energy, as amended (collectively, with the Mid-Sun EMA and
      the
      EEI Agreement, the “ MMC
      Agreements ”);





**WHEREAS,** the
      Parties desire to extend the term of the Mid-Sun EMA and to clarify certain
      provisions thereof;





**WHEREAS,** the
      Parties hereto desire to amend the Mid-Sun EMA accordingly; and





**NOW
      THEREFORE,** for and
      in consideration of the agreements herein made and other good and valuable
      consideration, the Parties hereto agree as follows:




I.AMENDMENTS
        TO MID-SUN EMA





(a) The
      introductory paragraph shall be amended by deleting “1/1/2007” and replacing
      these words with “March 1, 2008.”





(b) In Section
      1.1 ,
      under
      definition of “ Effective
      Date ,”
the
      words “1/1/2007” shall be


1
 [***]
          Confidential information has been omitted and filed
          separately with the Securities and Exchange Commission pursuant to a
          confidential treatment request.


(c) replaced
      with the words “March 1, 2008.”





(d) Section
          2.1 shall be
          amended as follows:





i.  The
      words
“one (1) year from the Effective Date” shall be replaced with the words “on
      December 31, 2008;”





ii.  The
      words
“1/1/2007” shall be replaced with the words “March 1, 2008;” and




iii.  The
      words
“12/31/2006” shall be replaced with the words “February 29, 2008.”





(e)
            Section
                2.2shall be deleted and replaced in its entirety with the
                following:





“ Section
      2.2 Renewal Term .
      The
      term of this Agreement shall be extended for an additional one (1) year (the
      “ Renewal
      Term ”)
      upon
      ninety (90) days written notice by MMC to Energy Manager.”





(f  Section
      2.3 shall be
      amended to delete the words “either Party terminates this Agreement upon giving
      sixty (60) days prior written notice to the other Party (a “ Termination
      Notice ”),
      with
      such sixtieth (60 th )
      day
      constituting the Termination Date;” and replace them with the words “MMC
      terminates this Agreement upon giving thirty (30) days prior written notice
      to
      Energy Manager or Energy Manager terminates this Agreement upon giving sixty
      (60) days prior written notice to MMC (each, a “ Termination
      Notice ”),
      with
      such thirtieth (30 th )
      or
      sixtieth (60 th )
      day, as
      appropriate in context, constituting the Termination Date;”.





(g) Section
      8.1 shall be
      amended as follows:





i.  The
      words
      [***] shall be replaced with the words [***]; and





ii.  The
      following shall be added at the end thereof: “; provided,
      further ,
      that in
      the event that MMC extends the term of this Agreement pursuant to Section 2.2
      hereof, the Parties agree to negotiate in good faith to determine a revised
      Facility Budget for each month in the Renewal Term.”





(h) Section
      8.3 shall be
      deleted and replaced in its entirety with the following:





“ Section
      8.3 Monthly Settlement Statement .





(a)  Not
      later
      than the tenth (10 th )
      day of
      each month following the Billing Period in which the relevant Services were
      rendered, Energy Manager shall render to MMC a preliminary statement showing
      estimated calculations of and setting forth in total for such Billing Period
      on
      an aggregate basis and, as applicable, (i) the total Gross Margin, (ii) the
      Monthly Management Fee, (iii) revenues realized by or for MMC, (iv) Gas Payments
      due Energy Manager from MMC, and (v) any other costs incurred by MMC or on
      MMC’s
      behalf.


2
 [***]
          Confidential information has been omitted and filed
          separately with the Securities and Exchange Commission pursuant to a
          confidential treatment request.




(b)  Not
      later
      than the twentieth (20 th )
      day of
      each month following the Billing Period in which the relevant Services were
      rendered, Energy Manager shall render to MMC a final statement (the
“ Monthly
      Settlement Statement ”)
      showing the calculation of and setting forth in total for such Billing Period
      on
      an aggregate basis and, as applicable, (i) the Fixed Monthly Fee, (ii) Gas
      Payments due Energy Manager from MMC, and (iii) any other costs incurred by
      MMC
      or on MMC’s behalf. As Energy Manager receives invoices from CAISO setting forth
      preliminary and final information regarding amounts due to or from CAISO for
      the
      relevant Billing Period, or any other relevant information, Energy Manager
      shall
      promptly update the Monthly Settlement Statement as necessary regarding: (i)
      the
      Total Gross Margin, (ii) the Monthly Management Fee, (iii) revenues realized
      by
      or for MMC, (iv) Gas Payments due Energy Manager from MMC, and (v) any other
      costs incurred by MMC or on MMC’s behalf (each, an “Updated Monthly Settlement
      Statement”).”





(i) Section
      8.4 shall be
      deleted in its entirety and replaced with the words “INTENTIONALLY
      DELETED.”





(j) Section
      8.5(a) shall be
      amended to include the following at the end thereof: “; provided,
      however ,
      that
      Energy Manager shall not be required to make any payments to CAISO on MMC’s
      behalf until MMC first pays Energy Manager for the full amount Energy Manager
      has indicated is owed to CAISO in the applicable Monthly Settlement Statement,
      and shall have no liability for any late fees or other penalties owed to CAISO
      if such fees or penalties were incurred due to the failure of MMC to pay Energy
      Manager in advance of Energy Manger making any such payments; provided,
      further ,
      that
      Energy Manager shall not be required to make any payments to MMC to the extent
      that CAISO has not paid Energy Manager for amounts due relating to this
      Agreement. Within five (5) days of the receipt of any Updated Monthly Settlement
      Statement, or on the next Business Day if such day is not a Business Day, each
      Party shall render to the other Party by wire transfer payment in immediately
      available funds the positive difference due under any Updated Monthly Settlement
      Statement for the Billing Period in which the relevant Services were
      rendered.”





(k) Article
      VIII shall be
      amended to add the following new Section
      8.8 :





“ Section
      8.8 Amounts Owed Following Termination .
      Upon
      the termination of this Agreement for any reason, Sections
      8.3 , 8.4 , 8.5 and 8.6 shall
      remain in force as necessary to provide for the payment of amounts owed
      hereunder relating to the period prior to the termination hereof.”


3
 [***]
          Confidential information has been omitted and filed
          separately with the Securities and Exchange Commission pursuant to a
          confidential treatment request.




(j) Exhibit
      C shall be
      deleted in its entirety and replaced with the Exhibit
      C attached
      hereto as Attachment
      A .
      To the
      extent that the revised Facility Budget in Attachment A pertains to months
      prior
      to the Effective Date, as amended herein, the Parties agree to apply the
      Facility Budget retroactively to determine any incentive fees due and owing
      to
      Energy Manger for such months.


**II.** **MISCELLANEOUS**





(a) Except
      as
      amended hereby, all other terms and conditions of the MMC Agreements shall
      remain the same and in full force and effect. If any of the terms in this Second
      Amendment contradict the terms of any of the MMC Agreements, the terms of this
      Second Amendment will control.





(b) This
      Second Amendment may be executed in multiple counterparts, each of which when
      executed and delivered shall be deemed to be an original and all of which taken
      together shall constitute but one and the same instrument.





(c) Any
      and
      all references to the MMC Agreements shall hereafter refer to the MMC Agreements
      as amended by this Second Amendment and as the same may be amended, supplemented
      or modified from time to time. Unless otherwise defined herein, capitalized
      terms not defined herein shall have the same meanings assigned to such terms
      in
      the MMC Agreements.





**IN
      WITNESS WHEREOF** ,
      the
      Parties hereto have executed this Second Amendment to the Mid-Sun EMA effective
      as of the date first written above.







**BEAR
                ENERGY LP**
            
            **MMC
                MID-SUN, LLC**By:
            /s/
                Paul Posoli
            
            By:
            /s/
                Denis GagnonName:
            Paul
                Posoli
            
            Name:
            Denis
                GagnonTitle:
            Senior
                Managing Director
            
            Title:
            Chief
                Financial Officer










4
 [***]
          Confidential information has been omitted and filed
          separately with the Securities and Exchange Commission pursuant to a
          confidential treatment request.


**Exhibit
      C: Facility Budget**





[***]



















[***]
          Confidential information has been omitted and filed
          separately with the Securities and Exchange Commission pursuant to a
          confidential treatment request.