MARKETING AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This agreement executed this ____ day of December 2003 by and between:

GAAD, INC. (hereinafter “GAAD”), a

corporation duly organized and existing under the
laws of the Republic of the Philippines, with its
principal address at Suite 402, Gabriel III
Condominium, Amethyst Drive, Ortigas Center,
Pasig City, represented herein by _____________.

-and-

SECOND PARTY and party, (hereinafter

“SECOND PARTY), of legal age, with address at
_______________.

WHEREAS, Marubeni has entered into a Memorandum of Understanding

with the Power Sector Assets and Liabilities Management Corporation (hereafter
“PSALM”) to purchase power sourced from PSALM’s undisposed generating
assets and IPP contracts;

WHEREAS, the power to be purchased by Marubeni shall in turn be sold

by GAAD, as its [exclusive] marketing, to interested electric power cooperatives
and other distribution utilities all over the Philippines;

WHEREAS, GAAD undertakes the marketing of Marubeni’s purchased

power to any distribution utility;

WHEREAS, GAAD shall provide and set up a marketing team to sell and
distribute the power covered by Marubeni’s “Power Purchasing Agreement”
with PSALM;

WHEREAS, GAAD shall enter into Management Contracts to undertake

the marketing of Marubeni’s power purchased;

WHERES, SECOND PARTY is willing and able to be part of the

Marketing Team of GAAD in the marketing of Marubeni’s purchased power to
any distribution utility;

NOW THEREFORE, for and in consideration of the foregoing and mutual

covenants stipulated hereunder, the parties have agreed as follows:

1. APPOINTMENT AND ACCEPTANCE

GAAD hereby appoints SECOND PARTY as its marketing person for the
purpose of marketing the power purchased by Marubeni from PSALM
under the terms and conditions set forth below and SECOND PARTY
accepts such appointment.
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2. SCOPE OF WORK

For the duration of this agreement, SECOND PARTY shall provide the
following services to GAAD:

2.1. Set up a marketing team to sell the power covered by Marubeni’s

“Power Purchasing Agreement” with PSALM to Batangas Electric
Cooperative, Inc. (BATELEC) and Tarlac I Electric Cooperative
(TARELCO I);

2.2. Assure that these distribution utilities enter into a Management

Services Contract with GAAD;

2.3. Monitor the customers’ accounts, assure collection payments of

power bills and that such payments are turned over to GAAD;

2.4. Gather data for the purpose of the credit to be extended to these
utilities; and

2.5. Secure, on behalf of GAAD, all licenses and permits from the local
governments necessary to effect this Agreement.

2.6. Notwithstanding any provision herein to the contrary, GAAD will

not incur any liability on behalf of SECOND PARTY or make any
contract binding upon GAAD without GAAD’s first approving its
terms in writing and will not make any promises, representations,
warranties or guarantees with reference to the purchase power or
otherwise except such as have been approved in writing by GAAD.

3. LOGISTICAL SUPPORT

In order to enable SECOND PARTY to perform its obligations under this

agreement and maximize the profit potential of the Agreement, GAAD
shall:

3.1. Coordinate with SECOND PARTY in the implementation of the

“Power Purchase Agreement”;

3.2. Designate a Project Coordinator who will work closely with the
SECOND PARTY.

4. COSTS AND EXPENSES

GAAD shall be responsible for operating expenses associated with or

incident to marketing and selling. Any costs and/or expenses incurred in
relation to the performance by either party of its obligations under this
agreement shall be for its own account.

5. ACCOUNTING
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The parties will set up and maintain separate books of account for this
Agreement. GAAD shall be obliged to provide SECOND PARTY with
regular reports on amounts received and remitted by it in accordance
with instructions from Marubeni.

In case of inaccuracies in the crediting of amounts or any other errors of

this nature in transactions performed under this Agreement, any
dispute(s) arising out of such errors or inaccuracies shall initially be
resolved by way of presentment of records or data mutually endorsed
and authenticated by the parties.

6. REMUNERATION

In consideration of the services rendered by SECOND PARTY, GAAD

shall pay SECOND PARTY an up front fee of 20% of the present value of
PhP0.00 per kilowatt hour sold.

7. DURATION

This agreement shall be effective for the duration of the “Power Purchase
Agreement” between GAAD and Marubeni. .Either party may pre-
terminate this agreement by serving sixty (60) days advance written
notice to the other indicating its intention to pre-terminate this agreement.

8. INDEPENDENT CONTRACTOR

SECOND PARTY is an independent contractor of GAAD and nothing in

this agreement shall be construed as to constitute any of the employees,
officers or agents of SECOND PARTY as employees of GAAD. SECOND
PARTY shall hold GAAD free and harmless from any and all claims made
by its employees, officers or agents.

9. INDEMNITY

SECOND PARTY shall indemnify and hold GAAD harmless from any
loss or damage to third parties caused by SECOND PARTY or any of its
employees, officers or agents.

12. FORCE MAJEURE

12.1 Effect of Force Majeure-. Any Party shall be excused from

performance and shall not be construed to be in default in respect of any
obligation hereunder (including any obligation to pay damages) for so long as
failure to perform such obligation shall be due to an event of Force Majeure or,
where applicable, a Third Party event. Force Majeure, for purposes of this
Agreement, shall include acts of God, war (declared or undeclared), hostilities,
rebellion, insurrections, any act of any government, any instrumentality or
agency thereof or any legislation, regulations, orders, rules or by-laws, imports
or foreign currency restrictions or by any act or cause which is reasonably
beyond the control of such Party.

12.2 If either party desires to invoke an event of Force Majeure or Third

Party Event as a cause for delay in the performance of any obligation, it shall, as
soon as possible, but not more than seventy two (72) hours after the occurrence
of such event, advise the other party in writing of such date and the nature and
expected duration and effect of such event of Force Majeure or Third Party
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Event. Such Party giving notice shall exercise diligence in accordance with good
industry practice to eliminate or remedy such causes preventing or delaying its
performance of this Agreement and shall give the other Party hereto prompt
written notice when it has eliminated or remedied such causes.

12.3 If performance under this Agreement by either Party is interrupted,

prevented, or delayed by reason of a Force Majeure event, the Party affected
shall, upon written notice to the other Party, be exempted from the performance
of this Agreement to the extent that such performance is interrupted, prevented
or delayed, provided that the performance of this Agreement shall be resumed
as soon as practicable after such disability has ceased; Provided, further, that the
foregoing shall not exempt any Party from the performance or payment of any
obligation incurred prior to the occurrence of such Force Majeure event.

13. CONFIDENTIALITY

The parties agree to treat as secret and confidential all documents,

formulae, processes, trade secrets and any other materials concerning
technical, financial, commercial, economic or marketing information or
any other information, whether oral, written or stored on computer
software, relating to the business or operations of the other party. These
non-disclosure obligations shall survive the termination of this
Agreement for any reason whatsoever.

14. NON-COMPETITION

The parties hereto individually covenant and agree that throughout the
period in which this Agreement is in force and effect neither party, either
directly or indirectly, through any natural or juridical person in which it
holds any right of ownership, management or control, shall engage or
allow such natural or juridical person to engage in any other business or
venture that materially competes with the Project in any manner
whatsoever, without the prior written consent of the other party hereto.
Such consent shall not be unreasonably withheld.

15. ASSIGNMENT
This Agreement may be assigned or transferred by either party to any of
its subsidiaries or affiliates; provided, however, that such subsidiary or
affiliate is at least _____ percent owned by the assigning party.

16. ENTIRE AGREEMENT

This Agreement and the documents executed contemporaneously
herewith or pursuant hereto constitute the entire agreement of the parties
hereto with respect to the subject matter hereof, and shall supersede all
prior expressions of intent or understanding with respect to the
transactions contemplated herein.

17. SEVERABILITY

If any provision of this Agreement is deemed illegal, invalid or

unenforceable, such illegality, invalidity, or unenforceability shall not
affect the legality, validity and enforceability of any part of this
Agreement, which shall be construed as if such illegal, invalid or
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unenforceable provision had not been inserted in this Agreement, unless

the severability of such illegal, invalid or unenforceable part would
destroy the underlying business purposes of this Agreement in which
case the parties shall negotiate in good faith to substitute such illegal,
invalid or unenforceable provision (or provisions) with a legal, valid and
enforceable provision (or provisions) which carries out the original intent
of the parties.

18. CUMULATIVE RIGHTS AND WAIVERS

The rights of the parties under this Agreement are cumulative. They may
be exercised as often as the parties consider appropriate and are in
addition to their respective rights under the Governing Law. The rights
of the parties shall not be deemed waived or varied except by an express
waiver or variation in writing.

19. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the
parties, their respective successors and permitted assigns. The parties
hereby bind themselves to execute any instrument and do everything
necessary, to bind their successors and permitted assigns to this
Agreement.

20. HEADINGS
The headings in this Agreement are for convenience of reference only and
shall not affect the meaning or interpretation of the content thereof.

IN WITNESS WHEREOF, the parties have hereunto affixed their

signatures this ____ day of ______________, 2003 at ____________.

GAAD, INC SECOND PARTY

By: By:

_______________________ _______________________

Signed in the presence of:

_________________________ _________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES]

] S.S.

BEFORE ME, a notary public in and for __________________, on this ___

day of _____________ 2004 personally appeared the following:
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NAME COMMUNITY TAX DATE PLACE

CERTIFICATE NO. ISSUED ISSUED

known to me to be the same persons who executed the foregoing instrument,

and acknowledged to me that the same is their free and voluntary act and deed,
as well as the free and voluntary act and deed of the principals herein
represented.

This document, consisting of five (5) pages including the page on which
this acknowledgment is written, refers to a Memorandum of Understanding
signed by the parties and their instrumental witnesses on every page thereof.

WITNESS MY HAND AND SEAL, on the date and place first above
written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2004.