Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: May 16, 2006

Ormat Technologies, Inc.

(Exact name of registrant as specified in its charter)

Commission File No. 001-32347


Delaware No. 88-0326081
(State of Incorporation) (I.R.S. Employer
Identification No.)
   
6225 Neil Road, Suite 300, Reno, Nevada 89511
(Address of principal executive offices) (Zip code)

Not Applicable

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

Registrant's telephone number, including area code: (775) 356-9029

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



TABLE OF CONTENTS


    Page
Item 1.01 Entry into a Material Definitive Agreement      
Item 8.01 Other Events      
Item 9.01 Financial Statements and Exhibits      
Signatures        
Exhibit Index        
Exhibit 10.1 Agreement No. 2 Addressing Renewable Energy Pricing Issues      
Exhibit 10.2 Agreement No. 2 Addressing Renewable Energy Pricing Issues      
Exhibit 10.3 Agreement No. 2 Addressing Renewable Energy Pricing Issues      
Exhibit 10.4 Agreement No. 2 Addressing Renewable Energy Pricing Issues      
Exhibit 99.1 Press Release      

2




Table of Contents

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.

On May 11, 2006, Ormat Technologies, Inc. (the ‘‘Registrant’’) announced that three of its indirect wholly-owned subsidiaries, Ormesa LLC, Heber Geothermal Corp. and Second Imperial Geothermal Company, entered into Agreements Addressing Renewable Energy Pricing Issues (the ‘‘Agreements’’) with Southern California Edison Company (‘‘SCE’’). The Agreements fix the energy rate payable by SCE for the supply of geothermal energy by the Registrant’s Ormesa, Heber 1 and Heber 2 geothermal projects for a five-year period, beginning on May 1, 2007. The average energy rate under the Agreements is $62.74 MWh. The Agreements are subject to the approval of the California Public Utilities Commission.

Copies of the Agreements are furnished as Exhibits 10.1 to 10.4 to this report on Form 8-K and are incorporated herein by reference.

Item 8.01. Other Events.

On May 11, 2006, the Registrant issued a press release announcing that three of its indirect wholly-owned subsidiaries entered into the Agreements with SCE. A copy of the Registrant's press release issued in connection therewith is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

The following exhibits are furnished as part of this report on Form 8-K:

10.1    Agreement No. 2 Addressing Renewable Energy Pricing Issues, dated May 10, 2006, between Ormesa LLC and Southern California Edison Company;

10.2    Agreement No. 2 Addressing Renewable Energy Pricing Issues, dated May 10, 2006, between Ormesa LLC and Southern California Edison Company;

10.3    Agreement No. 2 Addressing Renewable Energy Pricing Issues, dated May 10, 2006, between Heber Geothermal Company and Southern California Edison Company;

10.4    Agreement No. 2 Addressing Renewable Energy Pricing Issues, dated May 10, 2006, between Second Imperial Geothermal Company and Southern California Edison Company; and

99.1    Press release of the Registrant dated May 11, 2006 announcing the Agreements with Southern California Edison Company.

Safe Harbor Statement

Information provided in this report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are ‘‘forward-looking statements’’ as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Registrant’s plans, objectives and expectations for future operations and are based upon management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see ‘‘Risk Factors’’ as described in Ormat Technologies, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2006 and the Prospectus Supplement filed with the Securities and Exchange Commission on April 5, 2006.

These forward-looking statements are made only as of the date hereof, and the Registrant undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

3




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SIGNATURES

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


  ORMAT TECHNOLOGIES, INC.
                        (Registrant)
  By: /s/ Yehudit Bronicki            
    Yehudit Bronicki
Chief Executive Officer

Date: May 16, 2006

5




Table of Contents

EXHIBIT INDEX


Exhibit
Number
Description
10.1 Agreement No. 2 Addressing Renewable Energy Pricing Issues, dated May 10, 2006, between Ormesa LLC and Southern California Edison Company
10.2 Agreement No. 2 Addressing Renewable Energy Pricing Issues, dated May 10, 2006, between Ormesa LLC and Southern California Edison Company
10.3 Agreement No. 2 Addressing Renewable Energy Pricing Issues, dated May 10, 2006, between Heber Geothermal Company and Southern California Edison Company
10.4 Agreement No. 2 Addressing Renewable Energy Pricing Issues, dated May 10, 2006, between Second Imperial Geothermal Company and Southern California Edison Company
99.1 Press Release of Registrant dated May 11, 2006

6






            AGREEMENT NO. 2 ADDRESSING RENEWABLE ENERGY PRICING ISSUES
                                     BETWEEN
                                   ORMESA LLC
                                  QFID NO. 3010
                                       AND
                       SOUTHERN CALIFORNIA EDISON COMPANY

1.    PARTIES.

The Parties to this Agreement No. 2 Addressing Renewable Energy Pricing Issues
("Agreement") are ORMESA LLC, a Delaware limited liability company, ("SELLER"),
and Southern California Edison Company ("EDISON"), a California corporation.
EDISON and SELLER are hereinafter sometimes referred to individually as a
"Party" and jointly as the "Parties."

2.    RECITALS.

This Agreement is entered into between the Parties with reference to the
following facts:

2.1 On July 18, 1984, ORMESA LLC's predecessor and EDISON executed a power
purchase agreement (the "Contract"), which establishes, among other things, the
terms and conditions pursuant to which EDISON purchases electric power from
SELLER and SELLER sells electric power to EDISON. The power purchase agreement,
together with all amendments is collectively referred to as the "Contract."

2.2 THIS SECTION INTENTIONALLY LEFT BLANK.

2.3 Among other things, the Contract provides that EDISON will pay SELLER for
energy delivered by SELLER to EDISON in accordance with the short run avoided
cost ("SRAC") methodology established from time to time by the California Public
Utilities Commission ("Commission") for energy payments by EDISON to qualifying
facilities ("QFs").

2.4 On June 19, 2001 ORMESA LLC's predecessor and EDISON entered into an
Agreement Re Renewable Pricing and Payment Issues. On November 30, 2001, ORMESA
LLC's predecessor and EDISON entered into Amendment No. 1 to the Agreement Re
Renewable Pricing and Payment Issues. The Agreement Re Renewable Pricing and
Payment Issues and Amendment No. 1 to Agreement Re Renewable Pricing and Payment
Issues are collectively referred to as the "Renewable Fixed Price Agreement."

2.5 The Renewable Fixed Price Agreement provides, among other things, that,
notwithstanding anything in the Contract to the contrary, the SRAC for energy
delivered to EDISON by SELLER for a period of five (5) years commencing May 1,
2002 (the "Initial Fixed Rate Period"), shall be a "fixed" price of 5.37
cents/kWh (the "Initial Fixed Rate") adjusted by Time-of-Delivery ("TOD")
factors set forth in EDISON's Time-of-Use rate schedule "TOU-8," in lieu of
payments based upon the Commission-approved SRAC methodology.


                                        1



2.6 The Parties dispute the manner in which the Commission-approved SRAC
methodology should be implemented and applied, and/or whether any new fixed
energy rate should be approved, for energy deliveries under the Contract after
the expiration of the Initial Fixed Rate Period. These issues are currently
being litigated by EDISON at the Commission in Rulemaking ("R.") 04-04-003 and
R.04-04-025.

2.7 The Parties have agreed, subject to Commission Approval (as defined herein),
upon New Fixed Rates (as defined herein) to be paid to SELLER for energy
deliveries under the Contract during the New Fixed Rate Period (as defined
herein) and upon certain other terms and conditions related to their agreement
upon the New Fixed Rates and/or to be applicable during the New Fixed Rate
Period.

3.    AGREEMENT.

In consideration of the promises, mutual covenants and agreements hereinafter
set forth, the Parties hereby agree to the following:

3.1   EFFECTIVE DATE.

Except for the provisions the effectiveness of which is expressly conditioned
upon Commission Approval (as defined below), this Agreement shall become
effective on the date that it has been executed by duly authorized
representatives of each of the Parties.

3.2   ENERGY PRICING DURING NEW FIXED RATE PERIOD.

3.2.1 NEW FIXED RATES.

Subject to Commission Approval (as defined below), notwithstanding any provision
of the Contract to the contrary, commencing on May 1, 2007, and for a five (5)
year period thereafter ("New Fixed Rate Period"), SELLER hereby elects, and
EDISON agrees, that  the price for energy delivered to EDISON by SELLER during
the New Fixed Rate  Period, shall be the prices ("New Fixed Rates") set forth
in the table below, in lieu of the prices resulting from application of the
Commission-approved SRAC methodology; provided, however, that if the Contract
terminates in accordance with its own terms, or for any other lawful reason,
prior to the end of the New Fixed Rate Period, then the New Fixed Rate Period
shall likewise terminate; and provided further, however, that to the extent
SELLER's solar thermal facility augments its energy input with natural gas or
other clean burning alternative fuel, and with respect only to the deliveries
from such facility that would, in the absence of this Agreement, be paid
pursuant to the Commission-approved SRAC methodology, 75% of the energy price
shall be set during the New Fixed Rate Period at the applicable New Fixed Rate
and 25% of the energy price shall be calculated according to the
Commission-approved SRAC methodology applicable at the time (the "Blended Solar
Rates"). During the New Fixed Rate Period, the New Fixed Rates, or, in the case
of solar thermal projects as provided above, the Blended Solar Rates, shall be
adjusted by Time-of-Delivery ("TOD") factors set forth in EDISON's Time-of-Use
rate schedule "TOU-8." The New Fixed Rates payable during the New Fixed Rate
Period are as follows:


                                        2





                                NEW FIXED RATE (CENTS/KWH)
                                    PAYABLE FOR ENERGY
                               DELIVERIES DURING APPLICABLE
    ENERGY DELIVERY PERIOD        ENERGY DELIVERY PERIOD
----------------------------   ----------------------------
May 1, 2007 - April 30, 2008             6.1500
May 1, 2008 - April 30, 2009             6.2115
May 1, 2009 - April 30, 2010             6.2736
May 1, 2010 - April 30, 2011             6.3364
May 1, 2011 - April 30, 2012             6.3997


Commencing on May 1, 2012, the SRAC price payable to SELLER shall, for any
remaining term of the Contract, be established in accordance with the
Commission-approved SRAC methodology, TOD factors and any energy loss
adjustment factor then in effect.

3.2.2 ENERGY LOSS ADJUSTMENT FACTOR.

Unless otherwise specifically provided in the Contract, during the New Fixed
Rate Period, the energy loss adjustment factor ("ELAF") applicable to energy
deliveries made to EDISON by SELLER will be 1.0.

3.3   RELATIONSHIP TO COMMISSION SRAC PROCEEDING.

Effective upon Commission Approval (as defined below), the Parties forever
relinquish any rights or claims to pay or to be paid for energy deliveries
during the New Fixed Rate Period based upon terms or a rate of payment other
than those set forth in this Agreement. The Parties further agree not to seek
to enforce any order by the Commission or any court or governmental agency
having jurisdiction that establishes terms or a rate of payment for energy
deliveries during the New Fixed Rate Period other than those that set forth in
this Agreement.

3.4   ENVIRONMENTAL ATTRIBUTES, CAPACITY ATTRIBUTES AND RESOURCE ADEQUACY
      BENEFITS.

3.4.1 SELLER'S EXCLUSIVE CONVEYANCE TO EDISON OF ENVIRONMENTAL ATTRIBUTES,
      CAPACITY ATTRIBUTES AND RESOURCE ADEQUACY BENEFITS.

Subject to Commission Approval (as defined below), SELLER shall dedicate and
convey all Environmental Attributes, Capacity Attributes and Resource Adequacy
Benefits generated or produced by SELLER during the New Fixed Rate Period to
EDISON and EDISON shall be given sole title during the New Fixed Rate Period to
all such Capacity Attributes, Environmental Attributes and Resource Adequacy
Benefits. SELLER has not and will not convey to any person or entity other than
EDISON any Environmental


                                        3



Attributes, Capacity Attributes and Resource Adequacy Benefits associated with
the output from SELLER'S generating facility throughout the New Fixed Rate
Period.

SELLER shall use commercially reasonable efforts to take all actions and execute
all documents or instruments necessary (or to support EDISON's efforts) such
that, upon the commencement of the New Fixed Rate Period and continuing until
the end of the New Fixed Rate Period: (i) SELLER's generating facility is
certified by the California Energy Commission ("CEC") as an Eligible Renewable
Energy Resource ("ERR") for purposes of the RPS Legislation; and (ii) all
electrical output delivered to Edison from the generating facility is certified
by the CEC as an ERR for purposes of the RPS Legislation.

In addition, SELLER shall take all actions and execute all documents or
instruments necessary to effectuate the use of the Resource Adequacy Benefits
associated with SELLER's generating facility for Edison's sole benefit
throughout the Fixed Rate Period.

Such actions shall include, without limitation:

     Cooperating with and encouraging the regional entity responsible for
     resource adequacy administration to certify or qualify the generating
     facility capacity for resource adequacy purposes;

     Testing the generating facility in order to certify the generating facility
     capacity for resource adequacy purposes; and

     Committing to EDISON the generating facility capacity.

SELLER grants EDISON exclusive right, at any time or from time-to-time during
the Fixed Rate Period, to sell, assign, convey, transfer, allocate, designate,
award, report or otherwise provide any and all such Environmental Attributes,
Capacity Attributes and Resource Adequacy Benefits to third parties.

The inclusion in this Agreement of this Section 3.4 shall not be interpreted to
support any Parties' position with respect to the ownership, or lack thereof,
of Environmental Attributes, Capacity Attributes or Resource Adequacy Benefits
associated with SELLER's generating facility and the electrical output of such
generating facility under the Contract during periods other than the New Fixed
Rate Period. The Parties expressly reserve their respective positions with
respect to the ownership of Environmental Attributes, Capacity Attributes or
Resource Adequacy Benefits associated with SELLER's generating facility and the
electrical output of such generating facility under the Contract during periods
other than the New Fixed Rate Period.

3.4.2 DEFINITIONS.

For purposes of this Agreement, the following terms shall have the following
meanings:

     "Environmental Attributes" means any and all credits, benefits, emissions
     reductions, offsets, and allowances, howsoever entitled, attributable to
     the generation from SELLER'S generating facility and its displacement of
     conventional electric energy generation. Environmental Attributes include
     but are not limited to (i) any avoided emissions of pollutants to the air,
     soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
     carbon monoxide (CO) and other pollutants; (ii) any avoided emissions of
     carbon dioxide (CO2), methane (CH4) and other greenhouse gases (GHGs)
     that have been determined by the United


                                       4



     Nations Intergovernmental Panel on Climate Change to contribute to the
     actual or potential threat of altering the Earth's climate by trapping heat
     in the atmosphere; and (iii) the reporting rights to these avoided
     emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights
     are the right of a Green Tag Purchaser to report the ownership of
     accumulated Green Tags in compliance with federal or state law, if
     applicable, and to a federal or state agency or any other party at the
     Green Tag Purchaser's discretion, and include, without limitation those
     Green Tag Reporting Rights accruing under Section 1605(b) of The Energy
     Policy Act of 1992 and any present or future federal, state, or local law,
     regulation or bill, and international or foreign emissions trading program.
     Green Tags are accumulated on a kWh basis and one Green Tag represents the
     Environmental Attributes associated with one (1) MWh of electric energy.

     Environmental Attributes do not include (i) any electric energy, capacity,
     reliability or other power attributes from SELLER's generating facility,
     (ii) production tax credits associated with the construction or operation
     of SELLER's generating facility and other financial incentives in the form
     of credits, reductions, or allowances associated with SELLER's generating
     facility that are applicable to a state or federal income taxation
     obligation, (iii) fuel-related subsidies or 'tipping fees' that may be paid
     to SELLER to accept certain fuels, or local subsidies received by the
     SELLER for the destruction of particular pre-existing pollutants or the
     promotion of local environmental benefits, or (iv) emission reduction
     credits encumbered or used by SELLER's generating facility for compliance
     with local, state, or federal operating and/or air quality permits. If
     SELLER's generating facility is a biomass or landfill gas facility and
     SELLER receives any tradable Environmental Attributes based on the
     greenhouse gas reduction benefits or other emission offsets attributed to
     its fuel usage, it shall provide EDISON with sufficient Environmental
     Attributes to ensure that there are zero net emissions associated with the
     production of electricity from such facility.

     "ERR" means an eligible renewable energy resource for purposes of the RPS
     Legislation.

     "Capacity Attributes" means any and all current or future defined
     characteristics certificates, tag, credits, ancillary service attributes,
     or accounting constructs, howsoever entitled, including any accounting
     construct counted toward any resource adequacy requirements, attributed to
     or associated with SELLER's generating facility or any unit of generating
     capacity of the generating facility during the New Fixed Rate Period.

     "Resource Adequacy Benefits" means the rights and privileges attached to
     any generating resource that satisfies any entity's resource adequacy
     obligations, as those obligations are set forth in any Resource Adequacy
     Rulings.

     "Resource Adequacy Rulings" means Commission Decisions 04-01-050, 04-10-035
     and any subsequent Commission ruling or decision, or any other resource
     adequacy laws, rules or regulations enacted, adopted or promulgated by any
     applicable governmental authority, as such decisions, rulings, laws, rules
     or regulations may be amended or modified from time to time during the New
     Fixed Rate Period.


                                       5



     "RPS Legislation" means the State of California Renewable Portfolio
     Standard Program, as codified at California Public Utilities Code Section
     399.11 et seq. or any successor to this legislation.

4.    OTHER TERMS AND CONDITIONS.

4.1   COMMISSION APPROVAL.

Sections 3.2.1, 3.2.2, 3.3, 3.4.1 and 3.4.2 of this Agreement, or, in the
alternative, of any form agreement upon which this Agreement is based if EDISON
submits that form instead to the Commission, are subject to Commission Approval
as to reasonableness for purposes of rate recovery by EDISON, and shall not
become effective until Commission Approval has been obtained or waived by
EDISON, as provided herein. "Commission Approval," as used in this Agreement,
shall mean that the Commission has issued a final decision, no longer subject to
appeal, approving this Agreement or the standardized form, as appropriate,
without condition or modification unacceptable to the Parties, and containing
findings to the effect that: (i) this Agreement (or the standardized form) and
EDISON's entry into this Agreement (or any agreement based substantially on the
standardized form) are reasonable and prudent for all purposes, including, but
not limited to, recovery of all payments made pursuant hereto in rates, subject
only to review with respect to the reasonableness of EDISON's future
administration of the Contract and this Agreement, and (ii) the terms of this
Agreement shall be in lieu of and replace in their entirety such orders as the
Commission may have previously issued or may hereafter issue that either require
EDISON to make any payments to SELLER for energy deliveries during the New Fixed
Rate Period that are different from or are in addition to the payment
obligations established by this Agreement. EDISON shall file with the
Commission the appropriate request for approval of this Agreement or the
standardized form, as appropriate, and seek such approval expeditiously. SELLER
shall use reasonable efforts in cooperation with EDISON for the purpose of
obtaining Commission Approval.

4.2   WAIVER OF COMMISSION APPROVAL.

In its sole discretion, EDISON may waive Commission Approval as to all or any
individual aspect of this Agreement requiring Commission Approval at any time
by giving notice of such waiver in writing to SELLER.

4.3   EFFECT ON CONTRACT.

Except as expressly provided herein, all provisions of the Contract, including
but not limited to the capacity payment provisions, shall remain in effect and
unchanged and shall not be affected by the terms and conditions of this
Agreement. Nothing herein shall be read to extend the term of the Contract.

4.4   NO WAIVER.

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


                                       6



4.5   FURTHER AGREEMENTS.

This Agreement shall not be amended, changed, modified, abrogated or superseded
by a subsequent agreement unless such subsequent agreement is in the form of a
written instrument signed by the Parties.

4.6   ENTIRE AGREEMENT.

Subject to the provisions of Section 4.3 hereof, this Agreement constitutes the
entire agreement of the Parties and supersedes any and all prior negotiations,
correspondence, undertakings, and agreements between the Parties concerning the
subject matter of this Agreement.

4.7   SUCCESSOR AND ASSIGNS.

This Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and assigns.

4.8   CONSTRUCTION.

This Agreement is the result of negotiation and each Party has participated in
the preparation of this Agreement. Accordingly, any rules of construction to the
effect that an ambiguity is to be resolved against the drafting Party shall not
be employed in the interpretation of this Agreement. Furthermore, the underlined
headings used in this Agreement are for reference purposes only and do not
themselves constitute any of the terms of this Agreement.

4.9   GOVERNING LAW.

This Agreement shall be interpreted, governed, and construed under the laws of
the State of California as if executed and to be performed wholly within the
State of California.

4.10  NO PRECEDENT; USE IN LITIGATION.

Each Party agrees that this Agreement arises from unique facts and circumstances
and, as such, the various provisions of this Agreement, such as, but not limited
to, the New Fixed Rates shall not be used as evidence, or the basis for
disputing the validity or appropriateness of such rates, or for determination of
avoided costs before the Commission, the Federal Energy Regulatory Commission or
any court or other judicial or quasi-judicial body, and nothing herein may be
used as an admission against any Party. Neither Party will introduce or
otherwise use this Agreement or any of its terms or conditions in any judicial
or administrative proceeding or to influence any governmental action, other than
for the purpose of enforcing the terms and conditions of this Agreement.

4.11  AUTHORIZED SIGNATURE; NOTICES.

Each Party represents and warrants that the person who signs below on behalf of
that Party has authority to execute this Agreement on behalf of such Party and
to bind such Party to this Agreement. All notices given under this Agreement
shall be in writing and shall be effective on the same day if delivered by
personal delivery or facsimile transmission, one day after sending if delivered
by overnight delivery service, or five days after sending if delivered by first
class U.S. mail. Notices shall be directed to the individual or individuals who
are designated to receive notices under the Contract.


                                       7



4.12  TERMINATION.

This Agreement shall terminate automatically in its entirety two hundred and ten
(210) days from the date on which this Agreement has been executed by the
Parties if Commission Approval, as defined in Section 4.1 of the Agreement, has
not been obtained or waived by EDISON. However, the entirety of Section 4.10
shall survive any termination of this Agreement.

4.13  COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original document and which together shall constitute a single
instrument.

ORMESA LLC
   a Delaware limited liability company

BY: ORMAT FUNDING CORP., Sole Member


By: /s/ Ran Raviv
    --------------------------
Name: Ran Raviv
Title: Vice President

Date: May 10, 2006


SOUTHERN CALIFORNIA EDISON COMPANY,
   a California corporation


By: /s/ Pedro J. Pizarro
    --------------------------
    Pedro J. Pizarro
    Senior Vice President, Power Procurement

Date: 5/10/2006


                                       8





           AGREEMENT NO. 2 ADDRESSING RENEWABLE ENERGY PRICING ISSUES
                                     BETWEEN
                                   ORMESA LLC
                                  QFID NO. 3012
                                       AND
                       SOUTHERN CALIFORNIA EDISON COMPANY

1.    PARTIES.

The Parties this Agreement No. 2 Addressing Renewable Energy Pricing Issues
("Agreement") are ORMESA LLC, a Delaware limited liability company, ("SELLER"),
and Southern California Edison Company ("EDISON"), a California corporation.
EDISON and SELLER are hereinafter sometimes referred to individually as a
"Party" and jointly as the "Parties."

2.    RECITALS.

This Agreement is entered into between the Parties with reference to the
following facts:

2.1 On June 13, 1984, ORMESA LLC's predecessor and EDISON executed a power
purchase agreement (the "Contract"), which establishes, among other things, the
terms and conditions pursuant to which EDISON purchases electric power from
SELLER and SELLER sells electric power to EDISON. The power purchase
agreement, together with all amendments is collectively referred to as the
"Contract."

2.2 THIS SECTION INTENTIONALLY LEFT BLANK.

2.3 Among other things, the Contract provides that EDISON will pay SELLER for
energy delivered by SELLER to EDISON in accordance with the short run avoided
cost ("SRAC") methodology established from time to time by the California Public
Utilities Commission ("Commission") for energy payments by EDISON to qualifying
facilities ("QFs").

2.4 On June 19, 2001 ORMESA LLC's predecessor and EDISON entered into an
Agreement Re Renewable Pricing and Payment Issues. On November 30, 2001, ORMESA
LLC's predecessor and EDISON entered into Amendment No. 1 to the Agreement Re
Renewable Pricing and Payment Issues. The Agreement Re Renewable Pricing and
Payment Issues and Amendment No. 1 to Agreement Re Renewable Pricing and Payment
Issues are collectively referred to as the "Renewable Fixed Price Agreement."

2.5 The Renewable Fixed Price Agreement provides, among other things, that,
notwithstanding anything in the Contract to the contrary, the SRAC for energy
delivered to EDISON by SELLER for a period of five (5) years commencing May 1,
2002 (the "Initial Fixed Rate Period"), shall be a "fixed" price of 5.37
cents/kWh (the "Initial Fixed Rate") adjusted by Time-of-Delivery ("TOD")
factors set forth in EDISON's Time-of-Use rate schedule "TOU-8," in lieu of
payments based upon the Commission-approved SRAC methodology.


                                        1



2.6 The Parties dispute the manner in which the Commission-approved SRAC
methodology should be implemented and applied, and/or whether any new fixed
energy rate should be approved, for energy deliveries under the Contract after
the expiration of the Initial Fixed Rate Period. These issues are currently
being litigated by EDISON at the Commission in Rulemaking ("R.") 04-04-003 and
R.04-04-025.

2.7 The Parties have agreed, subject to Commission Approval (as defined herein),
upon New Fixed Rates (as defined herein) to be paid to SELLER for energy
deliveries under the Contract during the New Fixed Rate Period (as defined
herein) and upon certain other terms and conditions related to their agreement
upon the New Fixed Rates and/or to be applicable during the New Fixed Rate
Period.

3.    AGREEMENT.

In consideration of the promises, mutual covenants and agreements hereinafter
set forth, the Parties hereby agree to the following:

3.1.  EFFECTIVE DATE.

Except for the provisions the effectiveness of which is expressly conditioned
upon Commission Approval (as defined below), this Agreement shall become
effective on the date that it has been executed by duly authorized
representatives of each of the Parties.

3.2   ENERGY PRICING DURING NEW FIXED RATE PERIOD.

3.2.1 NEW FIXED RATES.

Subject to Commission Approval (as defined below), notwithstanding any provision
of the Contract to the contrary, commencing on May 1, 2007, and for a five (5)
year period thereafter ("New Fixed Rate Period"), SELLER hereby elects, and
EDISON agrees, that the price for energy delivered to EDISON by SELLER during
the New Fixed Rate Period, shall be the prices ("New Fixed Rates") set forth in
the table below, in lieu of the prices resulting from application of the
Commission-approved SRAC methodology; provided, however, that if the Contract
terminates in accordance with its own terms, or for any other lawful reason,
prior to the end of the New Fixed Rate Period, then the New Fixed Rate Period
shall likewise terminate; and provided further, however, that to the extent
SELLER's solar thermal facility augments its energy input with natural gas or
other clean burning alternative fuel, and with respect only to the deliveries
from such facility that would, in the absence of this Agreement, be paid
pursuant to the Commission-approved SRAC methodology, 75% of the energy price
shall be set during the New Fixed Rate Period at the applicable New Fixed Rate
and 25% of the energy price shall be calculated according to the
Commission-approved SRAC methodology applicable at the time (the "Blended Solar
Rates"). During the New Fixed Rate Period, the New Fixed Rates, or, in the case
of solar thermal projects as provided above, the Blended Solar Rates, shall be
adjusted by Time-of-Delivery ("TOD") factors set forth in EDISON's Time-of-Use
rate schedule "TOU-8." The New Fixed Rates payable during the New Fixed Rate
Period are as follows:


                                        2





                                NEW FIXED RATE (CENTS/KWH)
                                    PAYABLE FOR ENERGY
                               DELIVERIES DURING APPLICABLE
ENERGY DELIVERY PERIOD            ENERGY DELIVERY PERIOD
----------------------------   ----------------------------
May 1, 2007 - April 30, 2008              6.1500
May 1, 2008 - April 30, 2009              6.2115
May 1, 2009 - April 30, 2010              6.2736
May 1, 2010 - April 30, 2011              6.3364
May 1, 2011 - April 30, 2012              6.3997


Commencing on May 1, 2012, the SRAC price payable to SELLER shall, for any
remaining term of the Contract, be established in accordance with the
Commission-approved SRAC methodology, TOD factors and any energy loss adjustment
factor then in effect.

3.2.2 ENERGY LOSS ADJUSTMENT FACTOR.

Unless otherwise specifically provided in the Contract, during the New Fixed
Rate Period, the energy loss adjustment factor ("ELAF") applicable to energy
deliveries made to EDISON by SELLER will be 1.0.

3.3   RELATIONSHIP TO COMMISSION SRAC PROCEEDING.

Effective upon Commission Approval (as defined below), the Parties forever
relinquish any rights or claims to pay or to be paid for energy deliveries
during the New Fixed Rate period based upon terms or a rate of payment other
than those set forth in this Agreement. The Parties further agree not to seek to
enforce any order by the Commission or any court or governmental agency having
jurisdiction that establishes terms or a rate of payment for energy deliveries
during the New Fixed Rate Period other than those that set forth in this
Agreement.

3.4   ENVIRONMENTAL ATTRIBUTES, CAPACITY ATTRIBUTES AND RESOURCE ADEQUACY
      BENEFITS.

3.4.1 SELLER'S EXCLUSIVE CONVEYANCE TO EDISON OF ENVIRONMENTAL ATTRIBUTES,
      CAPACITY ATTRIBUTES AND RESOURCE ADEQUACY BENEFITS.

Subject to Commission Approval (as defined below), SELLER shall dedicate and
convey all Environmental Attributes, Capacity Attributes and Resource Adequacy
Benefits generated or produced by SELLER during the New Fixed Rate Period to
EDISON and EDISON shall be given sole title during the New Fixed Rate Period to
all such Capacity Attributes, Environmental Attributes and Resource Adequacy
Benefits. SELLER has not and will not convey to any person or entity other than
EDISON any Environmental


                                        3



Attributes, Capacity Attributes and Resource Adequacy Benefits associated with
the output from SELLER'S generating facility throughout the New Fixed Rate
Period.

SELLER shall use commercially reasonable efforts to take all actions and execute
all documents or instruments necessary (or to support EDISON's efforts) such
that, upon the commencement of the New Fixed Rate Period and continuing until
the end of the New Fixed Rate Period: (i) SELLER's generating facility is
certified by the California Energy Commission ("CEC") as an Eligible Renewable
Energy Resource ("ERR") for purposes of the RPS Legislation; and (ii) all
electrical output delivered to Edison from the generating facility is certified
by the CEC as an ERR for purposes of the RPS Legislation.

In addition, SELLER shall take all actions and execute all documents or
instruments necessary to effectuate the use of the Resource Adequacy Benefits
associated with SELLER's generating facility for Edison's sole benefit
throughout the Fixed Rate Period.

Such actions shall include, without limitation:

     Cooperating with and encouraging the regional entity responsible for
     resource adequacy administration to certify or qualify the generating
     facility capacity for resource adequacy purposes;

     Testing the generating facility in order to certify the generating facility
     capacity for resource adequacy purposes; and

     Committing to EDISON the generating facility capacity.

SELLER grants EDISON exclusive right, at any time or from time-to-time during
the Fixed Rate Period, to sell, assign, convey, transfer, allocate, designate,
award, report or otherwise provide any and all such Environmental Attributes,
Capacity Attributes and Resource Adequacy Benefits to third parties.

The inclusion in this Agreement of this Section 3.4 shall not be interpreted to
support any Parties' position with respect to the ownership, or lack thereof, of
Environmental Attributes, Capacity Attributes or Resource Adequacy Benefits
associated with SELLER's generating facility and the electrical output of such
generating facility under the Contract during periods other than the New Fixed
Rate Period. The Parties expressly reserve their respective positions with
respect to the ownership of Environmental Attributes, Capacity Attributes or
Resource Adequacy Benefits associated with SELLER's generating facility and the
electrical output of such generating facility under the Contract during periods
other than the New Fixed Rate Period.

3.4.2 DEFINITIONS.

For purposes of this Agreement, the following terms shall have the following
meanings:

     "Environmental Attributes" means any and all credits, benefits, emissions
     reductions, offsets, and allowances, howsoever entitled, attributable to
     the generation from SELLER's generating facility and its displacement of
     conventional electric energy generation. Environmental Attributes include
     but are not limited to (i) any avoided emissions of pollutants to the air,
     soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
     carbon monoxide (CO) and other pollutants; (ii) any avoided emissions of
     carbon dioxide (CO2), methane (CH4) and other greenhouse gases (GHGs)
     that have been determined by the United


                                        4



     Nations Intergovernmental Panel on Climate Change to contribute to the
     actual or potential threat of altering the Earth's climate by trapping heat
     in the atmosphere; and (iii) the reporting rights to these avoided
     emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights
     are the right of a Green Tag Purchaser to report the ownership of
     accumulated Green Tags in compliance with federal or state law, if
     applicable, and to a federal or state agency or any other party at the
     Green Tag Purchaser's discretion, and include, without limitation those
     Green Tag Reporting Rights accruing under Section 1605(b) of The Energy
     Policy Act of 1992 and any present or future federal, state, or local law,
     regulation or bill, and international or foreign emissions trading program.
     Green Tags are accumulated on a kWh basis and one Green Tag represents the
     Environmental Attributes associated with one (1) MWh of electric energy.

     Environmental Attributes do not include (i) any electric energy, capacity,
     reliability or other power attributes from SELLER's generating facility,
     (ii) production tax credits associated with the construction or operation
     of SELLER's generating facility and other financial incentives in the form
     of credits, reductions, or allowances associated with SELLER's generating
     facility that are applicable to a state or federal income taxation
     obligation, (iii) fuel-related subsidies or 'tipping fees' that may be paid
     to SELLER to accept certain fuels, or local subsidies received by the
     SELLER for the destruction of particular pre-existing pollutants or the
     promotion of local environmental benefits, or (iv) emission reduction
     credits encumbered or used by SELLER's generating facility for compliance
     with local, state, or federal operating and/or air quality permits. If
     SELLER's generating facility is a biomass or landfill gas facility and
     SELLER receives any tradable Environmental Attributes based on the
     greenhouse gas reduction benefits or other emission offsets attributed to
     its fuel usage, it shall provide EDISON with sufficient Environmental
     Attributes to ensure that there are zero net emissions associated with the
     production of electricity from such facility.

     "ERR" means an eligible renewable energy resource for purposes of the RPS
     Legislation.

     "Capacity Attributes" means any and all current or future defined
     characteristics certificates, tag, credits, ancillary service attributes,
     or accounting constructs, howsoever entitled, including any accounting
     construct counted toward any resource adequacy requirements, attributed to
     or associated with SELLER'S generating facility or any unit of generating,
     capacity of the generating facility during the New Fixed Rate Period.

     "Resource Adequacy Benefits" means the rights and privileges attached to
     any generating resource that satisfies any entity's resource adequacy
     obligations, as those obligations are set forth in any Resource Adequacy
     Rulings.

     "Resource Adequacy Rulings" means Commission Decisions 04-01-050, 04-10-035
     and any subsequent Commission ruling or decision, or any other resource
     adequacy laws, rules or regulations enacted, adopted or promulgated by any
     applicable governmental authority, as such decisions, rulings, laws, rules
     or regulations may be amended or modified from time to time during the New
     Fixed Rate Period.


                                        5



     "RPS Legislation" means the State of California Renewable Portfolio
     Standard Program, as codified at California Public Utilities Code Section
     399.11 et seq. or any successor to this legislation.

4.    OTHER TERMS AND CONDITIONS.

4.1   COMMISSION APPROVAL.

Sections 3.2.1, 3.2.2, 3.3, 3.4.1 and 3.4.2 of this Agreement, or, in the
alternative, of any form agreement upon which this Agreement is based if EDISON
submits that form instead to the Commission, are subject to Commission Approval
as to reasonableness for purposes of rate recovery by EDISON, and shall not
become effective until Commission Approval has been obtained or waived by
EDISON, as provided herein. "Commission Approval," as used in this Agreement,
shall mean that the Commission has issued a final decision, no longer subject to
appeal, approving this Agreement or the standardized form, as appropriate,
without condition or modification unacceptable to the Parties, and containing
findings to the effect that: (i) this Agreement (or the standardized form) and
EDISON's entry into this Agreement (or any agreement based substantially on the
standardized form) are reasonable and prudent for all purposes, including, but
not limited to, recovery of all payments made pursuant hereto in rates, subject
only to review with respect to the reasonableness of EDISON's future
administration of the Contract and this Agreement, and (ii) the terms of this
Agreement shall be in lieu of and replace in their entirety such orders as the
Commission may have previously issued or may hereafter issue that either require
EDISON to make any payments to SELLER for energy deliveries during the New Fixed
Rate Period that are different from or are in addition to the payment
obligations established by this Agreement. EDISON shall file with the Commission
the appropriate request for approval of this Agreement or the standardized form,
as appropriate, and seek such approval expeditiously. SELLER shall use
reasonable efforts in cooperation with EDISON for the purpose of obtaining
Commission Approval.

4.2   WAIVER OF COMMISSION APPROVAL.

In its sole discretion, EDISON may waive Commission Approval as to all or any
individual aspect of this Agreement requiring Commission Approval at any time by
giving notice of such waiver in writing to SELLER.

4.3   EFFECT ON CONTRACT.

Except as expressly provided herein, all provisions of the Contract, including
but not limited to the capacity payment provisions, shall remain in effect and
unchanged and shall not be affected by the terms and conditions of this
Agreement. Nothing herein shall be read to extend the term of the Contract.

4.4   NO WAIVER.

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


                                        6



4.5   FURTHER AGREEMENTS.

This Agreement shall not be amended, changed, modified, abrogated or superseded
by a subsequent agreement unless such subsequent agreement is in the form of a
written instrument signed by the Parties.

4.6   ENTIRE AGREEMENT.

Subject to the provisions of Section 4.3 hereof, this Agreement constitutes the
entire agreement of the Parties and supersedes any and all prior negotiations,
correspondence, undertakings, and agreements between the Parties concerning the
subject matter of this Agreement.

4.7   SUCCESSOR AND ASSIGNS.

This Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and assigns.

4.8   CONSTRUCTION.

This Agreement is the result of negotiation and each Party has participated in
the preparation of this Agreement. Accordingly, any rules of construction to the
effect that an ambiguity is to be resolved against the drafting Party shall not
be employed in the interpretation of this Agreement. Furthermore, the
underlined headings used in this Agreement are for reference purposes only and
do not themselves constitute any of the terms of this Agreement.

4.9   GOVERNING LAW.

This Agreement shall be interpreted, governed, and construed under the laws of
the State of California as if executed and to be performed wholly within the
State of California.

4.10  NO PRECEDENT; USE IN LITIGATION.

Each Party agrees that this Agreement arises from unique facts and circumstances
and, as such, the various provisions of this Agreement, such as, but not limited
to, the New Fixed Rates shall not be used as evidence, or the basis for
disputing the validity or appropriateness of such rates, or for determination
of avoided costs before the Commission, the Federal Energy Regulatory Commission
or any court or other judicial or quasi-judicial body, and nothing herein may
be used as an admission against any Party. Neither Party will introduce or
otherwise use this Agreement or any of its terms or conditions in any judicial
or administrative proceeding or to influence any governmental action, other than
for the purpose of enforcing the terms and conditions of this Agreement.

4.11  AUTHORIZED SIGNATURES; NOTICES.

Each Party represents and warrants that the person who signs below on behalf of
that Party has authority to execute this Agreement on behalf of such party and
to bind such Party to this Agreement. All notices given under this Agreement
shall be in writing and shall be effective on the same day if delivered by
personal delivery or facsimile transmission, one day after sending if delivered
by overnight delivery service, or five days after sending if delivered by first
class U.S. mail. Notices shall be directed to the individual or individuals who
are designated to receive notices under the Contract.


                                        7



4.12  TERMINATION.

This Agreement shall terminate automatically in its entirety two hundred and ten
(210) days from the date on which this Agreement has been executed by the
Parties if Commission Approval, as defined in Section 4.1 of the Agreement, has
not been obtained or waived by EDISON. However, the entirety of Section 4.10
shall survive any termination of this Agreement.

4.13  COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original document and which together shall constitute a single
instrument.

ORMESA LLC
   a Delaware limited liability company
   By: ORMAT FUNDING CORP., Sole Member


By: /s/ Ran Raviv
    ----------------------------------------
Name: RAN RAVIV
Title: VICE PRESIDENT

Date: May 10, 2006


SOUTHERN CALIFORNIA EDISON COMPANY,
   a California corporation


By: /s/ Pedro J. Pizarro
    ----------------------------------------
    Pedro J. Pizarro
    Senior Vice President, Power Procurement

Date: 5/10/2006


                                        8






           AGREEMENT NO. 2 ADDRESSING RENEWABLE ENERGY PRICING ISSUES
                                     BETWEEN
                            HEBER GEOTHERMAL COMPANY
                                  QFID NO. 3001
                                       AND
                       SOUTHERN CALIFORNIA EDISON COMPANY

1.    PARTIES.

The Parties to this Agreement No. 2 Addressing Renewable Energy Pricing Issues
("Agreement") are HEBER GEOTHERMAL COMPANY, a California general partnership,
("SELLER"), and Southern California Edison Company ("EDISON"), a California
corporation. EDISON and SELLER are hereinafter sometimes referred to
individually as a "Party" and jointly as the "Parties."

2.    RECITALS.

This Agreement is entered into between the Parties with reference to the
following facts:

2.1 On August 26, 1983, HEBER GEOTHERMAL COMPANY's predecessor and EDISON
executed a power purchase agreement (the "Contract"), which establishes, among
other things, the terms and conditions pursuant to which EDISON purchases
electric power from SELLER and SELLER sells electric power to EDISON. The power
purchase agreement, together with all amendments is collectively referred to as
the "Contract."

2.2 On or about December 7, 2005, EDISON consented to an assignment of the
Contract to SELLER and such assignment was made.

2.3 Among other things, the Contract provides that EDISON will pay SELLER for
energy delivered by SELLER to EDISON in accordance with the short run avoided
cost ("SRAC") methodology established from time to time by the California Public
Utilities Commission ("Commission") for energy payments by EDISON to qualifying
facilities ("QFs").

2.4 On June 19, 2001 the Parties entered into an Agreement Re Renewable Pricing
and Payment Issues. On November 30, 2001, the Parties entered into Amendment No.
1 to the Agreement Re Renewable Pricing and Payment Issues. The Agreement Re
Renewable Pricing and Payment Issues and Amendment No. 1 to Agreement Re
Renewable Pricing and Payment Issues are collectively referred to as the
"Renewable Fixed Price Agreement."

2.5 The Renewable Fixed Price Agreement provides, among other things, that,
notwithstanding anything in the Contract to the contrary, the SRAC for energy
delivered to EDISON by SELLER for a period of five (5) years commencing May
1, 2002 (the "Initial Fixed Rate Period"), shall be a "fixed" price of 5.37
cents/kWh (the "Initial Fixed Rate") adjusted by Time-of-Delivery ("TOD")
factors set forth in EDISON's Time-of-


                                       1



Use rate schedule "TOU-8," in lieu of payments based upon the
Commission-approved SRAC methodology.

2.6 The Parties dispute the manner in which the Commission-approved SRAC
methodology should be implemented and applied, and/or whether any new fixed
energy rate should be approved, for energy deliveries under the Contract after
the expiration of the Initial Fixed Rate Period. These issues are currently
being litigated by EDISON at the Commission in Rulemaking ("R.") 04-04-003 and
R.04-04-025.

2.7 The Parties have agreed, subject to Commission Approval (as defined herein),
upon New Fixed Rates (as defined herein) to be paid to SELLER for energy
deliveries under the Contract during the New Fixed Rate Period (as defined
herein) and upon certain other terms and conditions related to their agreement
upon the New Fixed Rates and/or to be applicable during the New Fixed Rate
Period.

3.    AGREEMENT.

In consideration of the promises, mutual covenants and agreements hereinafter
set forth, the Parties hereby agree to the following:

3.1   EFFECTIVE DATE.

Except for the provisions the effectiveness of which is expressly conditioned
upon Commission Approval (as defined below), this Agreement shall become
effective on the date that it has been executed by duly authorized
representatives of each of the Parties.

3.2   ENERGY PRICING DURING NEW FIXED RATE PERIOD.

3.2.1 NEW FIXED RATES.

Subject to Commission Approval (as defined below), notwithstanding any provision
of the Contract to the contrary, commencing on May 1, 2007, and for a five (5)
year period thereafter ("New Fixed Rate Period"), SELLER hereby elects, and
EDISON agrees, that the price for energy delivered to EDISON by SELLER during
the New Fixed Rate Period, shall be the prices ("New Fixed Rates") set forth in
the table below, in lieu of the prices resulting from application of the
Commission-approved SRAC methodology; provided, however, that if the Contract
terminates in accordance with its own terms, or for any other lawful reason,
prior to the end of the New Fixed Rate Period, then the New Fixed Rate Period
shall likewise terminate; and provided further, however, that to the extent
SELLER's solar thermal facility augments its energy input with natural gas or
other clean burning alternative fuel, and with respect only to the deliveries
from such facility that would, in the absence of this Agreement, be paid
pursuant to the Commission-approved SRAC methodology, 75% of the energy price
shall be set during the New Fixed Rate Period at the applicable New Fixed Rate
and 25% of the energy price shall be calculated according to the
Commission-approved SRAC methodology applicable at the time (the "Blended Solar
Rates"). During the New Fixed Rate Period, the New Fixed Rates, or, in the case
of solar thermal projects as provided above, the Blended Solar Rates, shall be
adjusted by Time-of-Delivery ("TOD") factors set forth in EDISON's
Time-of-Use rate schedule "TOU-8." The New Fixed Rates payable during the New
Fixed Rate Period are as follows:


                                        2





                                NEW FIXED RATE (CENTS/KWH)
                                    PAYABLE FOR ENERGY
                               DELIVERIES DURING APPLICABLE
ENERGY DELIVERY PERIOD            ENERGY DELIVERY PERIOD
----------------------         ----------------------------
May 1, 2007 - April 30, 2008              6.1500
May 1, 2008 - April 30, 2009              6.2115
May 1, 2009 - April 30, 2010              6.2736
May 1, 2010 - April 30, 2011              6.3364
May 1, 2011 - April 30, 2012              6.3997


Commencing on May 1, 2012, the SARC price payable to SELLER shall, for any
remaining term of the Contract, be established in accordance with the
Commission-approved SRAC methodology, TOD factors and any energy loss
adjustment factor then in effect.

3.2.2 ENERGY LOSS ADJUSTMENT FACTOR.

Unless otherwise specifically provided in the Contract, during the New Fixed
Rate Period, the energy loss adjustment factor ("ELAF") applicable to energy
deliveries made to EDISON by SELLER will be 1.0.

3.3   RELATIONSHIP TO COMMISSION SRAC PROCEEDING.

Effective upon Commission Approval (as defined below), the Parties forever
relinquish any rights or claims to pay or to be paid for energy deliveries
during the New Fixed Rate Period based upon terms or a rate of payment other
than those set forth in this Agreement. The Parties further agree not to seek to
enforce any order by the Commission or any court or governmental agency having
jurisdiction that establishes terms or a rate of payment for energy deliveries
during the New Fixed Rate Period other than those that set forth in this
Agreement.

3.4   ENVIRONMENTAL ATTRIBUTES, CAPACITY ATTRIBUTES AND RESOURCE ADEQUACY
      BENEFITS.

3.4.1 SELLER'S EXCLUSIVE CONVEYANCE TO EDISON OF ENVIRONMENTAL ATTRIBUTES,
      CAPACITY ATTRIBUTES AND RESOURCE ADEQUACY BENEFITS.

Subject to Commission Approval (as defined below), SELLER shall dedicate and
convey all Environmental Attributes, Capacity Attributes and Resource Adequacy
Benefits generated or produced by SELLER during the New Fixed Rate Period to
EDISON and EDISON shall be given sole title during the New Fixed Rate Period to
all such Capacity Attributes, Environmental Attributes and Resource Adequacy
Benefits. SELLER has not and will not convey to any person or entity other than
EDISON any Environmental


                                       3



Attributes, Capacity Attributes and Resource Adequacy Benefits associated with
the output from SELLER'S generating facility throughout the New Fixed Rate
Period.

SELLER shall use commercially reasonable efforts to take all actions and execute
all documents or instruments necessary (or to support EDISON's efforts) such
that, upon the commencement of the New Fixed Rate Period and continuing until
the end of the New Fixed Rate Period: (i) SELLER's generating facility is
certified by the California Energy Commission ("CEC") as an Eligible Renewable
Energy Resource ("ERR") for purposes of the RPS Legislation; and (ii) all
electrical output delivered to Edison from the generating facility is certified
by the CEC as an ERR for purposes of the RPS Legislation.

In addition, SELLER shall take all actions and execute all documents or
instruments necessary to effectuate the use of the Resource Adequacy Benefits
associated with SELLER's generating facility for Edison's sole benefit
throughout the Fixed Rate Period.

Such actions shall include, without limitation:

     Cooperating with and encouraging the regional entity responsible for
     resource adequacy administration to certify or qualify the generating
     facility capacity for resource adequacy purposes;

     Testing the generating facility in order to certify the generating facility
     capacity for resource adequacy purposes; and

     Committing to EDISON the generating facility capacity.

SELLER grants EDISON exclusive right, at any time or from time-to-time during
the Fixed Rate Period, to sell, assign, convey, transfer, allocate, designate,
award, report or otherwise provide any and all such Environmental Attributes,
Capacity Attributes and Resource Adequacy Benefits to third parties.

The inclusion in this Agreement of this Section 3.4 shall not be interpreted to
support any Parties' position with respect to the ownership, or lack thereof, of
Environmental Attributes, Capacity Attributes or Resource Adequacy Benefits
associated with SELLER's generating facility and the electrical output of such
generating facility under the Contract during periods other than the New Fixed
Rate Period. The Parties expressly reserve their respective positions with
respect to the ownership of Environmental Attributes, Capacity Attributes or
Resource Adequacy Benefits associated with SELLER's generating facility and the
electrical output of such generating facility under the Contract during periods
other than the New Fixed Rate Period.

3.4.2 DEFINITIONS.

For purposes of this Agreement, the following terms shall have the following
meanings:

     "Environmental Attributes" means any and all credits, benefits, emissions
     reductions, offsets, and allowances, howsoever entitled, attributable to
     the generation from SELLER's generating facility and its displacement of
     conventional electric energy generation. Environmental Attributes include
     but are not limited to (i) any avoided emissions of pollutants to the air,
     soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
     carbon monoxide (CO) and other pollutants; (ii) any avoided emissions of
     carbon dioxide (CO2), methane (CH4) and other greenhouse gases (GHGs)
     that have been determined by the United


                                        4



     Nations Intergovernmental Panel on Climate Change to contribute to the
     actual or potential threat of altering the Earth's climate by trapping heat
     in the atmosphere; and (iii) the reporting rights to these avoided
     emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights
     are the right of a Green Tag Purchaser to report the ownership of
     accumulated Green Tags in compliance with federal or state law, if
     applicable, and to a federal or state agency or any other party at the
     Green Tag Purchaser's discretion, and include, without limitation those
     Green Tag Reporting Rights accruing under Section 1605(b) of The Energy
     Policy Act of 1992 and any present or future federal, state, or local law,
     regulation or bill, and international or foreign emissions trading program.
     Green Tags are accumulated on a kWh basis and one Green Tag represents the
     Environmental Attributes associated with one (1) MWh of electric energy.

     Environmental Attributes do not include (i) any electric energy, capacity,
     reliability or other power attributes from SELLER's generating facility,
     (ii) production tax credits associated with the construction or operation
     of SELLER's generating facility and other financial incentives in the form
     of credits, reductions, or allowances associated with SELLER's generating
     facility that are applicable to a state or federal income taxation
     obligation, (iii) fuel-related subsidies or 'tipping fees' that may be paid
     to SELLER to accept certain fuels, or local subsidies received by the
     SELLER for the destruction of particular pre-existing pollutants or the
     promotion of local environmental benefits, or (iv) emission reduction
     credits encumbered or used by SELLER's generating facility for compliance
     with local, state, or federal operating and/or air quality permits. If
     SELLER's generating facility is a biomass or landfill gas facility and
     SELLER receives any tradable Environmental Attributes based on the
     greenhouse gas reduction benefits or other emission offsets attributed to
     its fuel usage, it shall provide EDISON with sufficient Environmental
     Attributes to ensure that there are zero net emissions associated with the
     production of electricity from such facility.

     "ERR" means an eligible renewable energy resource for purposes of the RPS
     Legislation.

     "Capacity Attributes" means any and all current or future defined
     characteristics certificates, tag, credits, ancillary service attributes,
     or accounting constructs, howsoever entitled, including any accounting
     construct counted toward any resource adequacy requirements, attributed to
     or associated with SELLER's generating facility or any unit of generating
     capacity of the generating facility during the New Fixed Rate Period.

     "Resource Adequacy Benefits" means the rights and privileges attached to
     any generating resource that satisfies any entity's resource adequacy
     obligations, as those obligations are set forth in any Resource Adequacy
     Rulings.

     "Resource Adequacy Rulings" means Commission Decisions 04-01-050, 04-10-035
     and any subsequent Commission ruling or decision, or any other resource
     adequacy laws, rules or regulations enacted, adopted or promulgated by any
     applicable governmental authority, as such decisions, rulings, laws, rules
     or regulations may be amended or modified from time to time during the New
     Fixed Rate Period.


                                       5



     "RPS Legislation" means the State of California Renewable Portfolio
     Standard Program, as codified at California Public Utilities Code Section
     399.11 et seq. or any successor to this legislation.

4.    OTHER TERMS AND CONDITIONS.

4.1   COMMISSION APPROVAL.

Sections 3.2.1, 3.2.2, 3.3, 3.4.1 and 3.4.2 of this Agreement, or, in the
alternative, of any form agreement upon which this Agreement is based if EDISON
submits that form instead to the Commission, are subject to Commission Approval
as to reasonableness for purposes of rate recovery by EDISON, and shall not
become effective until Commission Approval has been obtained or waived by
EDISON, as provided herein. "Commission Approval," as used in this Agreement,
shall mean that the Commission has issued a final decision, no longer subject to
appeal, approving this Agreement or the standardized form, as appropriate,
without condition or modification unacceptable to the Parties, and containing
findings to the effect that: (i) this Agreement (or the standardized form) and
EDISON's entry into this Agreement (or any agreement based substantially on the
standardized form) are reasonable and prudent for all purposes, including, but
not limited to, recovery of all payments made pursuant hereto in rates, subject
only to review with respect to the reasonableness of EDISON's future
administration of the Contract and this Agreement, and (ii) the terms of this
Agreement shall be in lieu of and replace in their entirety such orders as the
Commission may have previously issued or may hereafter issue that either require
EDISON to make any payments to SELLER for energy deliveries during the New Fixed
Rate Period that are different from or are in addition to the payment
obligations established by this Agreement, EDISON shall file with the Commission
the appropriate request for approval of this Agreement or the standardized form,
as appropriate, and seek such approval expeditiously. SELLER shall use
reasonable efforts in cooperation with EDISON for the purpose of obtaining
Commission Approval.

4.2   WAIVER OF COMMISSION APPROVAL.

In its sole discretion, EDISON may waive Commission Approval as to all or any
individual aspect of this Agreement requiring Commission Approval at any time by
giving notice of such waiver in writing to SELLER.

4.3   EFFECT ON CONTRACT.

Except as expressly provided herein, all provisions of the Contract, including
but not limited to the capacity payment provisions, shall remain in effect and
unchanged and shall not be affected by the terms and conditions of this
Agreement. Nothing herein shall be read to extend the term of the Contract.

4.4   NO WAIVER.

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


                                        6



4.5   FURTHER AGREEMENTS.

This Agreement shall not be amended, changed, modified, abrogated or superseded
by a subsequent agreement unless such subsequent agreement is in the form of a
written instrument signed by the Parties.

4.6   ENTIRE AGREEMENT.

Subject to the provisions of Section 4.3 hereof, this Agreement constitutes the
entire agreement of the Parties and supersedes any and all prior negotiations,
correspondence, undertakings, and agreements between the Parties concerning the
subject matter of this Agreement.

4.7   SUCCESSOR AND ASSIGNS.

This Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and assigns.

4.8   CONSTRUCTION.

This Agreement is the result of negotiation and each Party has participated in
the preparation of this Agreement. Accordingly, any rules of construction to the
effect that an ambiguity is to be resolved against the drafting Party shall not
be employed in the interpretation of this Agreement. Furthermore, the underlined
headings used in this Agreement are for reference purposes only and do not
themselves constitute any of the terms of this Agreement.

4.9   GOVERNING LAW.

This Agreement shall be interpreted, governed, and construed under the laws of
the State of California as if executed and to be performed wholly within the
State of California.

4.10  NO PRECEDENT; USE IN LITIGATION.

Each Party agrees that this Agreement arises from unique facts and circumstances
and, as such, the various provisions of this Agreement, such as, but not limited
to, the New Fixed Rates shall not be used as evidence, or the basis for
disputing the validity or appropriateness of such rates, or for determination of
avoided costs before the Commission, the Federal Energy Regulatory Commission or
any court or other judicial or quasi-judicial body, and nothing herein may be
used as an admission against any Party. Neither Party will introduce or
otherwise use this Agreement or any of its terms or conditions in any judicial
or administrative proceeding or to influence any governmental action, other than
for the purpose of enforcing the terms and conditions of this Agreement.

4.11  AUTHORIZED SIGNATURES; NOTICES.

Each Party represents and warrants that the person who signs below on behalf of
that Party has authority to execute this Agreement on behalf of such Party and
to bind such Party to this Agreement. All notices given under this Agreement
shall be in writing and shall be effective on the same day if delivered by
personal delivery or facsimile transmission, one day after sending if delivered
by overnight delivery service, or five days after sending if delivered by first
class U.S. mail. Notices shall be directed to the individual or individuals who
are designated to receive notices under the Contract.


                                        7



4.12  TERMINATION.

This Agreement shall terminate automatically in its entirety two hundred and ten
(210) days from the date on which this Agreement has been executed by the
Parties if Commission Approval, as defined in Section 4.1 of the Agreement, has
not been obtained or waived by EDISON. However, the entirety of Section 4.10
shall survive any termination of this Agreement.

4.13  COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original document and which together shall constitute a single
instrument.

HEBER GEOTHERMAL COMPANY
   a California general partnership


By: /s/ Rany Raviv
    ---------------------------------
Name: Rany Raviv
Title: AUTHORIZED REPRESENTATIVE
Date: May 10, 2006


SOUTHERN CALIFORNIA EDISON COMPANY,
   a California corporation


By: /s/ Pedro J. Pizarro
    ---------------------------------
    Pedro J. Pizarro
    Senior Vice President, Power
    Procurement

Date: 5/10/2006


                                        8




           AGREEMENT NO. 2 ADDRESSING RENEWABLE ENERGY PRICING ISSUES
                                     BETWEEN
                       SECOND IMPERIAL GEOTHERMAL COMPANY
                                  QFID NO.3021
                                       AND
                       SOUTHERN CALIFORNIA EDISON COMPANY

1.    PARTIES.

The Parties to this Agreement No. 2 Addressing Renewable Energy Pricing Issues
("Agreement") are SECOND IMPERIAL GEOTHERMAL COMPANY, a California limited
partnership, ("SELLER"), and Southern California Edison Company ("EDISON"), a
California corporation. EDISON and SELLER are hereinafter sometimes referred to
individually as a "Party" and jointly as the "Parties."

2.    RECITALS.

This Agreement is entered into between the Parties with reference to the
following facts:

2.1 On April 16, 1985, SECOND IMPERIAL GEOTHERMAL COMPANY'S predecessor and
EDISON executed a power purchase agreement (the "Contract"), which establishes,
among other things, the terms and conditions pursuant to which EDISON purchases
electric power from SELLER and SELLER sells electric power to EDISON. The power
purchase agreement, together with all amendments is collectively referred to as
the "Contract."

2.2 THIS SECTION INTENTIONALLY LEFT BLANK.

2.3 Among other things, the Contract provides that EDISON will pay SELLER for
energy delivered by SELLER to EDISON in accordance with the short run avoided
cost ("SRAC") methodology established from time to time by the California Public
Utilities Commission ("Commission") for energy payments by EDISON to qualifying
facilities ("QFs").

2.4 On June 19, 2001 SECOND IMPERIAL GEOTHERMAL COMPANY'S predecessor and EDISON
entered into an Agreement Re Renewable Pricing and Payment Issues. On November
30, 2001, SECOND IMPERIAL GEOTHERMAL COMPANY'S predecessor and EDISON entered
into Amendment No. 1 to the Agreement Re Renewable Pricing and Payment Issues.
The Agreement Re Renewable Pricing and Payment Issues and Amendment No. 1 to
Agreement Re Renewable Pricing and Payment Issues are collectively referred to
as the "Renewable Fixed Price Agreement."

2.5 The Renewable Fixed Price Agreement provides, among other things, that,
notwithstanding anything in the Contract to the contrary, the SRAC for energy
delivered to EDISON by SELLER for a period of five (5) years commencing May
1, 2002 (the "Initial Fixed Rate Period"), shall be a "fixed" price of 5.37
cents/kWh (the "Initial Fixed Rate") adjusted by Time-of-Delivery ("TOD")
factors set forth in EDISON's Time-of-

                                       1


Use rate schedule "TOU-8," in lieu of payments based upon the
Commission-approved SRAC methodology.

2.6 The Parties dispute the manner in which the Commission-approved SRAC
methodology should be implemented and applied, and/or whether any new fixed
energy rate should be approved, for energy deliveries under the Contract after
the expiration of the Initial Fixed Rate Period. These issues are currently
being litigated by EDISON at the Commission in Rulemaking ("R.") 04-04-003
and R.04-04-025.

2.7 The Parties have agreed, subject to Commission Approval (as defined herein),
upon New Fixed Rates (as defined herein) to be paid to SELLER for energy
deliveries under the Contract during the New Fixed Rate Period (as defined
herein) and upon certain other terms and conditions related to their agreement
upon the New Fixed Rates and/or to be applicable during the New Fixed Rate
Period.

3.    AGREEMENT.

In consideration of the promises, mutual covenants and agreements hereinafter
set forth, the Parties hereby agree to the following:

3.1   EFFECTIVE DATE.

Except for the provisions the effectiveness of which is expressly conditioned
upon Commission Approval (as defined below), this Agreement shall become
effective on the date that it has been executed by duly authorized
representatives of each of the Parties.

3.2   ENERGY PRICING DURING NEW FIXED RATE PERIOD.

3.2.1 NEW FIXED RATES.

Subject to Commission Approval (as defined below), notwithstanding any provision
of the Contract to the contrary, commencing on May 1, 2007, and for a five (5)
year period thereafter ("New Fixed Rate Period"), SELLER hereby elects, and
EDISON agrees, that the price for energy delivered to EDISON by SELLER during
the New Fixed Rate Period, shall be the prices ("New Fixed Rates") set forth in
the table below, in lieu of the prices resulting from application of the
Commission-approved SRAC methodology; provided, however, that if the Contract
terminates in accordance with its own terms, or for any other lawful reason,
prior to the end of the New Fixed Rate Period, then the New Fixed Rate Period
shall likewise terminate; and provided further, however, that to the extent
SELLER's solar thermal facility augments its energy input with natural gas or
other clean burning alternative fuel, and with respect only to the deliveries
from such facility that would, in the absence of this Agreement, be paid
pursuant to the Commission-approved SRAC methodology, 75% of the energy price
shall be set during the New Fixed Rate Period at the applicable New Fixed Rate
and 25% of the energy price shall be calculated according to the
Commission-approved SRAC methodology applicable at the time (the "Blended Solar
Rates"). During the New Fixed Rate Period, the New Fixed Rates, or, in the case
of solar thermal projects as provided above, the Blended Solar Rates, shall be
adjusted by Time-of-Delivery ("TOD") factors set forth in EDISON's Time-of-Use
rate schedule "TOU-8." The New Fixed Rates payable during the New Fixed Rate
Period are as follows:


                                        2





                                NEW FIXED RATE (CENTS/KWH)
                                    PAYABLE FOR ENERGY
                               DELIVERIES DURING APPLICABLE
  ENERGY DELIVERY PERIOD          ENERGY DELIVERY PERIOD
----------------------------   ----------------------------
May 1, 2007 - April 30, 2008                6.1500
May 1, 2008 - April 30, 2009                6.2115
May 1, 2009 - April 30, 2010                6.2736
May l, 2010 - April 30, 2011                6.3364
May 1, 2011 - April 30, 2012                6.3997


Commencing on May 1, 2012, the SRAC price payable to SELLER shall, for any
remaining term of the Contract, be established in accordance with the
Commission-approved SRAC methodology, TOD factors and any energy loss adjustment
factor then in effect.

3.2.2 ENERGY LOSS ADJUSTMENT FACTOR.

Unless otherwise specifically provided in the Contract, during the New Fixed
Rate Period, the energy loss adjustment factor ("ELAF") applicable to energy
deliveries made to EDISON by SELLER will be 1.0.

3.3   RELATIONSHIP TO COMMISSION SRAC PROCEEDING.

Effective upon Commission Approval (as defined below), the Parties forever
relinquish any rights or claims to pay or to be paid for energy deliveries
during the New Fixed Rate Period based upon terms or a rate of payment other
than those set forth in this Agreement. The Parties further agree not to seek to
enforce any order by the Commission or any court or governmental agency having
jurisdiction that establishes terms or a rate of payment for energy deliveries
during the New Fixed Rate Period other than those that set forth in this
Agreement.

3.4   ENVIRONMENTAL ATTRIBUTES, CAPACITY ATTRIBUTES AND RESOURCE ADEQUACY
      BENEFITS.

3.4.1 SELLER'S EXCLUSIVE CONVEYANCE TO EDISON OF ENVIRONMENTAL ATTRIBUTES,
      CAPACITY ATTRIBUTES AND RESOURCE ADEQUACY BENEFITS.

Subject to Commission Approval (as defined below), SELLER shall dedicate and
convey all Environmental Attributes, Capacity Attributes and Resource Adequacy
Benefits generated or produced by SELLER during the New Fixed Rate Period to
EDISON and EDISON shall be given sole title during the New Fixed Rate Period to
all such Capacity Attributes, Environmental Attributes and Resource Adequacy
Benefits. SELLER has not and will not convey to any person or entity other than
EDISON any Environmental


                                        3



Attributes, Capacity Attributes and Resource Adequacy Benefits associated with
the output from SELLER'S generating facility throughout the New Fixed Rate
Period.

SELLER shall use commercially reasonable efforts to take all actions and execute
all documents or instruments necessary (or to support EDISON's efforts) such
that, upon the commencement of the New Fixed Rate Period and continuing until
the end of the New Fixed Rate Period: (i) SELLER's generating facility is
certified by the California Energy Commission ("CEC") as an Eligible Renewable
Energy Resource ("ERR") for purposes of the RPS Legislation; and (ii) all
electrical output delivered to Edison from the generating facility is certified
by the CEC as an ERR for purposes of the RPS Legislation.

In addition, SELLER shall take all actions and execute all documents or
instruments necessary to effectuate the use of the Resource Adequacy Benefits
associated with SELLER's generating facility for Edison's sole benefit
throughout the Fixed Rate Period.

Such actions shall include, without limitation:

     Cooperating with and encouraging the regional entity responsible for
     resource adequacy administration to certify or qualify the generating
     facility capacity for resource adequacy purposes;

     Testing the generating facility in order to certify the generating facility
     capacity for resource adequacy purposes; and

     Committing to EDISON the generating facility capacity.

SELLER grants EDISON exclusive right, at any time or from time-to-time during
the Fixed Rate Period, to sell, assign, convey, transfer, allocate, designate,
award, report or otherwise provide any and all such Environmental Attributes,
Capacity Attributes and Resource Adequacy Benefits to third parties.

The inclusion in this Agreement of this Section 3.4 shall not be interpreted to
support any Parties' position with respect to the ownership, or lack thereof, of
Environmental Attributes, Capacity Attributes or Resource Adequacy Benefits
associated with SELLER's generating facility and the electrical output of such
generating facility under the Contract during periods other than the New Fixed
Rate Period. The Parties expressly reserve their respective positions with
respect to the ownership of Environmental Attributes, Capacity Attributes or
Resource Adequacy Benefits associated with SELLER's generating facility and the
electrical output of such generating facility under the Contract during periods
other than the New Fixed Rate Period.

3.4.2 DEFINITIONS.

For purposes of this Agreement, the following terms shall have the following
meanings:

     "Environmental Attributes" means any and all credits, benefits, emissions
     reductions, offsets, and allowances, howsoever entitled, attributable to
     the generation from SELLER's generating facility and its displacement of
     conventional electric energy generation. Environmental Attributes include
     but are not limited to (i) any avoided emissions of pollutants to the air,
     soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
     carbon monoxide (CO) and other pollutants; (ii) any avoided emissions of
     carbon dioxide (CO2), methane (CH4) and other greenhouse gases (GHGs)
     that have been determined by the United


                                        4



Nations Intergovernmental Panel on Climate Change to contribute to the actual or
potential threat of altering the Earth's climate by trapping heat in the
atmosphere; and (iii) the reporting rights to these avoided emissions, such as
Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green
Tag Purchaser to report the ownership of accumulated Green Tags in compliance
with federal or state law, if applicable, and to a federal or state agency or
any other party at the Green Tag Purchaser's discretion, and include, without
limitation those Green Tag Reporting Rights accruing under Section 1605(b) of
The Energy Policy Act of 1992 and any present or future federal, state, or local
law, regulation or bill, and international or foreign emissions trading program.
Green Tags are accumulated on a kWh basis and one Green Tag represents the
Environmental Attributes associated with one (1) MWh of electric energy.

Environmental Attributes do not include (i) any electric energy, capacity,
reliability or other power attributes from SELLER's generating facility, (ii)
production tax credits associated with the construction or operation of SELLER's
generating facility and other financial incentives in the form of credits,
reductions, or allowances associated with SELLER's generating facility that are
applicable to a state or federal income taxation obligation, (iii) fuel-related
subsidies or 'tipping fees' that may be paid to SELLER to accept certain fuels,
or local subsidies received by the SELLER for the destruction of particular
pre-existing pollutants or the promotion of local environmental benefits, or
(iv) emission reduction credits encumbered or used by SELLER's generating
facility for compliance with local, state, or federal operating and/or air
quality permits. If SELLER's generating facility is a biomass or landfill gas
facility and SELLER receives any tradable Environmental Attributes based on the
greenhouse gas reduction benefits or other emission offsets attributed to its
fuel usage, it shall provide EDISON with sufficient Environmental Attributes to
ensure that there are zero net emissions associated with the production of
electricity from such facility.

"ERR" means an eligible renewable energy resource for purposes of the RPS
Legislation.

"Capacity Attributes" means any and all current or future defined
characteristics certificates, tag, credits, ancillary service attributes, or
accounting constructs, howsoever entitled, including any accounting construct
counted toward any resource adequacy requirements, attributed to or associated
with SELLER's generating facility or any unit of generating capacity of the
generating facility during the New Fixed Rate Period.

"Resource Adequacy Benefits" means the rights and privileges attached to any
generating resource that satisfies any entity's resource adequacy obligations,
as those obligations are set forth in any Resource Adequacy Rulings.

"Resource Adequacy Rulings" means Commission Decisions 04-01-050, 04-10-035 and
any subsequent Commission ruling or decision, or any other resource adequacy
laws, rules or regulations enacted, adopted or promulgated by any applicable
governmental authority, as such decisions, rulings, laws, rules or regulations
may be amended or modified from time to time during the New Fixed Rate Period.


                                        5



     "RPS Legislation" means the State of California Renewable Portfolio
     Standard Program, as codified at California Public Utilities Code Section
     399.11 et seq. or any successor to this legislation.

4.    OTHER TERMS AND CONDITIONS.

4.1   COMMISSION APPROVAL.

Sections 3.2.1, 3.2.2, 3.3, 3.4.1 and 3.4.2 of this Agreement, or, in the
alternative, of any form agreement upon which this Agreement is based if EDISON
submits that form instead to the Commission, are subject to Commission Approval
as to reasonableness for purposes of rate recovery by EDISON, and shall not
become effective until Commission Approval has been obtained or waived by
EDISON, as provided herein. "Commission Approval," as used in this Agreement,
shall mean that the Commission has issued a final decision, no longer subject to
appeal, approving this Agreement or the standardized form, as appropriate,
without condition or modification unacceptable to the Parties, and containing
findings to the effect that: (i) this Agreement (or the standardized form) and
EDISON's entry into this Agreement (or any agreement based substantially on the
standardized form) are reasonable and prudent for all purposes, including, but
not limited to, recovery of all payments made pursuant hereto in rates, subject
only to review with respect to the reasonableness of EDISON's future
administration of the Contract and this Agreement, and (ii) the terms of this
Agreement shall be in lieu of and replace in their entirety such orders as the
Commission may have previously issued or may hereafter issue that either require
EDISON to make any payments to SELLER for energy deliveries during the New Fixed
Rate Period that are different from or are in addition to the payment
obligations established by this Agreement. EDISON shall file with the Commission
the appropriate request for approval of this Agreement or the standardized form,
as appropriate, and seek such approval expeditiously. SELLER shall use
reasonable efforts in cooperation with EDISON for the purpose of obtaining
Commission Approval.

4.2   WAIVER OF COMMISSION APPROVAL.

In its sole discretion, EDISON may waive Commission Approval as to all or any
individual aspect of this Agreement requiring Commission Approval at any time by
giving notice of such waiver in writing to SELLER.

4.3   EFFECT ON CONTRACT.

Except as expressly provided herein, all provisions of the Contract, including
but not limited to the capacity payment provisions, shall remain in effect and
unchanged and shall not be affected by the terms and conditions of this
Agreement. Nothing herein shall be read to extend the term of the Contract.

4.4   NO WAIVER.

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


                                        6



4.5   FURTHER AGREEMENTS.

This Agreement shall not be amended, changed, modified, abrogated or superseded
by a subsequent agreement unless such subsequent agreement is in the form of a
written instrument signed by the Parties.

4.6   ENTIRE AGREEMENT.

Subject to the provisions of Section 4.3 hereof, this Agreement constitutes the
entire agreement of the Parties and supersedes any and all prior negotiations,
correspondence, undertakings, and agreements between the Parties concerning the
subject matter of this Agreement.

4.7   SUCCESSOR AND ASSIGNS.

This Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and assigns.

4.8   CONSTRUCTION.

This Agreement is the result of negotiation and each Party has participated in
the preparation of this Agreement. Accordingly, any rules of construction to the
effect that an ambiguity is to be resolved against the drafting Party shall not
be employed in the interpretation of this Agreement. Furthermore, the underlined
headings used in this Agreement are for reference purposes only and do not
themselves constitute any of the terms of this Agreement.

4.9   GOVERNING LAW.

This Agreement shall be interpreted, governed, and construed under the laws of
the State of California as if executed and to be performed wholly within the
State of California.

4.10  NO PRECEDENT; USE IN LITIGATION.

Each Party agrees that this Agreement arises from unique facts and circumstances
and, as such, the various provisions of this Agreement, such as, but not limited
to, the New Fixed Rates shall not be used as evidence, or the basis for
disputing the validity or appropriateness of such rates, or for determination of
avoided costs before the Commission, the Federal Energy Regulatory Commission or
any court or other judicial or quasi-judicial body, and nothing herein may be
used as an admission against any Party. Neither Party will introduce or
otherwise use this Agreement or any of its terms or conditions in any judicial
or administrative proceeding or to influence any governmental action, other than
for the purpose of enforcing the terms and conditions of this Agreement.

4.11  AUTHORIZED SIGNATURES; NOTICES.

Each Party represents and warrants that the person who signs below on behalf of
that Party has authority to execute this Agreement on behalf of such Party and
to bind such Party to this Agreement. All notices given under this Agreement
shall be in writing and shall be effective on the same day if delivered by
personal delivery or facsimile transmission, one day after sending if delivered
by overnight delivery service, or five days after sending if delivered by first
class U.S. mail. Notices shall be directed to the individual or individuals who
are designated to receive notices under the Contract.


                                        7



4.12  TERMINATION.

This Agreement shall terminate automatically in its entirety two hundred and ten
(210) days from the date on which this Agreement has been executed by the
Parties if Commission Approval, as defined in Section 4.1 of the Agreement, has
not been obtained or waived by EDISON. However, the entirety of Section 4.10
shall survive any termination of this Agreement.

4.13  COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original document and which together shall constitute a single
instrument.

SECOND IMPERIAL GEOTHERMAL COMPANY
   a California limited partnership


By: /s/ Rany Raviv
    -------------------------------
Name: Rany Raviv
Title: Authorized Representative

Date: May 10, 2006


SOUTHERN CALIFORNIA EDISON COMPANY,
   a California corporation


By: /s/ Pedro J. Pizarro
    -------------------------------
    Pedro J. Pizarro
    Senior Vice-President, Power Procurement

Date: 5/10/2006


                                        8




                                                                 [ORMAT(R) LOGO]



PRESS RELEASE

FOR IMMEDIATE RELEASE

Ormat Technologies Contact:           Investor Relations Contact
Dita Bronicki                         Jeff Corbin/Todd Fromer
CEO and President                     KCSA Worldwide
+1-775-356-9029                       212-896-1214/212-896-1215
DBRONICKI@ORMAT.COM                   JCORBIN@KCSA.COM / TFROMER@KCSA.COM


    ORMAT TECHNOLOGIES, INC. ANNOUNCES NEW FIVE-YEAR AGREEMENTS WITH SOUTHERN
                                CALIFORNIA EDISON

     ADDRESS RENEWABLE ENERGY PRICING RELATING TO POWER PURCHASE AGREEMENTS

RENO, NEVADA, MAY 11, 2006 -- ORMAT Technologies Inc., (NYSE: ORA) today
announced that three of its indirect wholly-owned subsidiaries have entered into
five-year Agreements Addressing Renewable Energy Pricing relating to Power
Purchase Agreements with Southern California Edison (SCE). These agreements fix
the energy rates payable by SCE for the five (5) year period beginning May 1,
2007 for Ormat's Ormesa, Heber 1, and Heber 2 geothermal projects located in
Imperial County, California.

Under the new Agreements, the geothermal energy produced by these projects will
be sold at an average fixed energy rate of $62.74/MWh, starting with a rate of
$61.50MWh for the first year, with an annual escalation of 1.0% thereafter. The
new Agreements will come into effect when the current Renewable Energy Pricing
Agreement terminates on April 30, 2007. The new average energy rate of
$62.74/MWh will replace the existing rate of $53.70/MWh. As a result of these
Agreements, Ormat's revenues from the Ormesa and Heber projects for the first
year are expected to increase by approximately $7.9 million. The capacity
payment and capacity bonus under the respective power purchase agreement for
each of the projects remain unchanged. The Agreements also set the energy loss
adjustment factor (ELAF) at 1.0, which benefits projects that are located
remotely from load pockets, and assigns the environmental attributes associated
with the energy to SCE. The Agreements are subject to approval by the California
Public Utilities Commission (CPUC).

Dita Bronicki, President and Chief Executive Officer of the Company commented,
"We are very pleased with the new Agreements which bring further stability and
predictability to our operations in California. These Agreements eliminate the
natural gas price volatility associated with SCE's SRAC which, under the current
formula, is heavily dependant on the price of natural gas. Moreover, the
Agreements also eliminate heat-rate calculations and any uncertainty associated
with a possible change to the SRAC methodology currently under review by the
CPUC in California."

ABOUT ORMAT TECHNOLOGIES

Ormat Technologies, Inc. is a vertically integrated company primarily engaged in
the geothermal and recovered energy power business. The Company designs,
develops, builds, owns and operates geothermal power plants.



It also designs, develops and builds, and plans to own and operate, recovered
energy-based power plants. Additionally, the Company designs, manufactures and
sells geothermal and recovered energy power units and other power generating
equipment, and provides related services. Ormat products and systems are covered
by more than 70 patents. ORMAT currently operates the following geothermal power
plants: in the United States - Brady, Desert Peak, Heber, Mammoth, Ormesa, Puna
and Steamboat; in the Philippines - Leyte; in Guatemala - Zunil; in Kenya -
Olkaria; and in Nicaragua - Momotombo.

SAFE HARBOR STATEMENT

Information provided in this press release may contain statements relating to
current expectations, estimates, forecasts and projections about future events
that are "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements generally relate
to Ormat's plans, objectives and expectations for future operations and are
based upon its management's current estimates and projections of future results
or trends. Actual future results may differ materially from those projected as a
result of certain risks and uncertainties. For a discussion of such risks and
uncertainties, see "Risk Factors" as described in Ormat Technologies, Inc.'s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 28, 2006 and the Prospectus Supplement filed with the Securities and
Exchange Commission on April 5, 2006.

  These forward-looking statements are made only as of the date hereof, and we
   undertake no obligation to update or revise the forward-looking statements,
       whether as a result of new information, future events or otherwise.


                                        2