Jeff,

Understanding there are many nuances and directions for discussing a contract 
restructuring with the QFs, I am attaching a general outline of a potential 
structure we (Chris Foster and I)  would like to pitch to Wheelabrator.  
Could you look this over and provide your initial comments.  I have thought 
of providing more specific terms in regards to sharing % and potential up 
front payments for the optionality but would like you input.  For example, we 
could apply an option value to the deal.  In Wheelabrator's case, the 
intrinsic reverse toll (ie our ability to provide market based power to the 
IOU using SRAC at 9210 HeatRate) is in the range of $4-5 MM for the Malin gas 
pricing and $9-11 MM if we assume the combined Socal/Malin curve.  If we 
lower the contract heat rate to 8500 the intrinsic value drops about $2 MM.  
The other alternative, which may be the easiest to sell,  is to just agree 
with the IOU/PUC on a lower heat rate and the Malin curve.  

Another value upside, and probably the highest value in the short run, is to 
be able to optimize the QF contract deliverability obligations. (ie.  in a 
very simplified case, if the obligation is only 80 percent, then deliver 80 
%). 

I will give you a call or call me when you have a free moment.