CONSULTING AGREEMENT

THIS AGREEMENT (the "Agreement") is made and entered into on the ___ day of April,
1995 to be effective as of the 1st day of March, 1995 (the "Effective Date") by and between
____________________ Energy S.A., a Venezuelan corporation (the "Consultant"), and
_________________________ International, Inc. ("XXXX"), a Delaware corporation.

W I T N E S S E T H:

WHEREAS, Consultant provides consulting and project support services in connection with
the development or acquisition of electric power projects, including the privatization of companies
in the electric sector in Venezuela and other countries;

WHEREAS, Consultant desires to assist XXXX, and XXXX desires that Consultant assist
XXXX, in acquiring the assets of the ________________ electric generating facility in the state of
___________ in Venezuela (the "Project");

WHEREAS, Consultant is willing to provide consulting services to XXXX, and XXXX is

willing to pay for such consulting services, in connection with the Project as contemplated herein
and Consultant and XXXX each represent that it has no present obligation inconsistent herewith;

NOW, THEREFORE, in consideration of the premises and the mutual promises of each of
the parties herein contained, the receipt and sufficiency of which are hereby acknowledged, it is
agreed as follows:

CLAUSE I. DEFINITIONS

This Clause I sets forth the definitions of some of the capitalized terms used in this
Agreement.

A. "Competitive Position" means: (1) Consultant's direct or indirect ownership or

control of any portion of any entity or enterprise engaged wholly or partly in the business of
developing, acquiring or operating electric power projects in Venezuela; (2) any employment,
consultancy, partnership, agency, promotional, independent contractor or similar arrangement
between Consultant and any person, entity or enterprise, other than XXXX, engaged wholly or
partly in the business of developing, acquiring or operating electric power projects in Venezuela
whereby Consultant is required to or does perform consulting services on behalf of or for the benefit
of such person, entity or enterprise in connection with such projects, or any other projects in
Venezuela that compete with the Project for potential capital or for the sale or transmission of
electric power; or (3) Consultant's performance of activities on its own behalf, and not at the
direction of or for the benefit of XXXX, in connection with the Project, or on any other projects in
Venezuela that compete with the Project for potential capital or for the sale or transmission of
electric power. For the purposes of this paragraph, the term "potential capital" shall mean any debt
or equity capital that may be available for the Project from any source.

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 B. "Confidential Information" means valuable, non-public, competitively sensitive data
and information of or about XXXX relating to XXXX's business, other than Trade Secrets. For the
purposes hereof, information shall not be treated as, and shall not be deemed to be, Confidential
Information, if such information: (1) has been or becomes generally available to the public other
than as a result of a disclosure by Consultant in violation of Clause III; (2) was available to
Consultant on a non-confidential basis prior to its disclosure hereunder; (3) has been or becomes
available to Consultant on a non-confidential basis when the source of such availability is entitled, to
the best of Consultant's knowledge, to make such disclosure to the receiving party; or (4) is or was
developed by or for Consultant independently of and without reference to information disclosed to
Consultant hereunder. Consultant agrees that this Consulting Agreement is confidential.

C. "Trade Secrets" shall mean information or data of or about XXXX, including without
limitation technical or non-technical data, formulas, patterns, compilations, programs, devices,
methods, techniques, drawings, processes, financial data, financial plans, products plans, or lists of
actual or potential customers, clients, distributees, or licenses, that: (1) derive economic value, actual
or potential, from not being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from their disclosure or use; and (2) are the subject
of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that
the foregoing definition is inconsistent with a definition of "trade secret" mandated under applicable
law, the latter definition shall govern for purposes of interpreting Consultant's obligations under this
Agreement.

D. "Work Product" shall mean work product, property, data, documentation or

information or materials prepared, conceived, discovered, developed or created by Consultant in the
course of or in connection with performing the Services.

CLAUSE II. DUTIES AND COMPENSATION

A. Duties. Consultant shall devote such amount of its time during the term of this
Agreement as is necessary to provide professional and competent assistance, advice, information,
logistical support and other arrangements to or for XXXX regarding activities directly pertaining to
the development or acquisition of the Project. Without limiting the generality of the previous
sentence, Consultant shall professionally perform the services stated in this Agreement and listed in
Appendix "A" attached hereto and incorporated herein (collectively, the "Services") in regard to the
development or acquisition of the Project. Consultant agrees to perform the Services in a manner
consistent with XXXX policies and procedures as communicated to Consultant in person or in
writing by XXXX from time to time, which policies and procedures shall be reasonable and
consistent with the type of relationship established and Services rendered hereunder as well as
Venezuelan and U.S. laws and regulations, where applicable.

B. Compensation. For performance of the Services hereunder, XXXX shall pay

Consultant compensation in such amounts and upon such terms and conditions as are provided for in
Appendix "B" attached hereto and incorporated herein.

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 C. Good Faith. The parties agree that they shall each pursue development and
consummation of the Project contemplated under this Agreement in good faith and consistent with
Venezuelan and U.S. laws and regulations, where applicable.

D. Single Consortium. The parties recognize that the third parties who have been
prequalifed for the Project by the FIV may join together in a single consortium for the purpose of
purchasing the Project (the "Single Consortium"). XXXX and Consultant acknowledge that if the
Single Consortium is organized, Consultant may seek to negotiate for compensation to be paid by
the other members of the Single Consortium to Consultant as provided in Appendix "B" and XXXX
will reasonably assist such efforts of Consultant without any liability to XXXX if Consultant is
unsuccessful.

E. XXXX Consortium. If the Single Consortium is not formed, XXXX may, in its sole
discretion, participate in the Project in a consortium with one or more third parties (the "XXXX
Consortium").

F. Reasonableness. The parties acknowledge and agree that the terms and conditions of
this Agreement are reasonable.

CLAUSE III. CONFIDENTIALITY, NON-COMPETITION AND WORK PRODUCT.

A. Non-disclosure Covenant.

1. Basic Obligation. Consultant may disclose Trade Secrets or Confidential

Information only to those of its employees, agents, advisors, consultants, affiliates, associates,
vendors and subcontractors as need to know such particular Trade Secrets or Confidential
Information in order for Consultant to perform its obligations under this Agreement. Except as
allowed by the previous sentence, Consultant shall not, without the express prior written consent of
XXXX, disclose to or use for the benefit of any other person, entity or enterprise, or use for its own
benefit, directly or indirectly: (i) any Confidential Information during the Consulting Term and for a
period of three (3) years after the final date of the Consulting Term; and (ii) any Trade Secrets at any
time during or after the Consulting Term during which such information or data shall continue to
constitute a "trade secret" under applicable law.

2. Ancillary Obligations. Consultant agrees to cooperate with any other

reasonable confidentiality requirements of XXXX. Consultant shall immediately notify XXXX of
any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which
Consultant becomes aware. Consultant agrees to assure that its employees, agents, advisors,
consultants, affiliates, associates, vendors and subcontractors to whom it discloses any Trade Secrets
or Confidential Information abide by the restrictions set forth in Clause III.A.1. Except as provided
in this Agreement, Consultant shall not be responsible for the unauthorized disclosure of Trade
Secrets or Confidential Information by persons to whom Consultant has not disclosed Trade Secrets
or Confidential Information.

3. Press Releases. Consultant shall not issue, nor cause to be issued, any press

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releases, publications or public communications describing or concerning the Project, XXXX or any
of XXXX's affiliates without the prior approval of XXXX, subject to any applicable laws (either
Venezuelan or U.S. laws and regulations) directly or indirectly requiring such press releases,
publications or public communications that do not allow or permit time for such prior approval. In
any event, all such descriptions should consist only of general descriptive information, except as
otherwise required by applicable laws (either Venezuelan or U.S. laws and regulations) or allowed
by approval of XXXX. Except as provided in this Agreement, Consultant shall not be responsible
for the unauthorized issuance of press releases, publications or public communications which
Consultant has not issued or caused to be issued.

B. Non-Competition.

1. During the Consulting Term. Consultant agrees that during the Consulting
Term and any extension thereof, Consultant will not, either directly or indirectly, alone or in
conjunction with any other person, entity or enterprise accept, enter into or take any action in
conjunction with or in furtherance of a Competitive Position. Consultant shall have the right to
perform services for third parties provided that said work is not related to an electrical generation,
transmission or distribution project, development work which directly conflicts with XXXX electric
power projects, or services which in any way supports XXXX's competitors concerning projects
which compete with XXXX implementing the Project.

2. After the Consulting Term. If XXXX terminates this Agreement for cause as
set forth in Clause V.B, or Consultant terminates this Agreement for convenience as set forth in
Clause V.C., then for twenty-four (24) months after the date of said termination, Consultant shall
not, anywhere in Venezuela, either directly or indirectly, alone or in conjunction with any other
person, entity or enterprise, accept, enter into or take any action in conjunction with or in furtherance
of a Competitive Position. XXXX agrees that if this Agreement expires or if XXXX terminates this
Agreement for convenience as set forth in Clause V.C, then the above non-competition obligations
shall not apply to the Consultant.

3. XXXX. Nothing in this Agreement shall, or shall be construed to, limit or

restrict XXXX from engaging any other consultants or advisors for or in connection with the Project.
If, and only if, expressly requested in writing by XXXX, Consultant will be authorized to hire other
consultants and advisors (e.g., economists, accountants, engineers) on behalf of XXXX to furnish
information and advice. Except with respect to consultants or advisors engaged by Consultant as
provided in this Agreement, Consultant shall not be responsible for the actions or activities of other
consultants.

C. Work Product and Documents.

1. Rights to Work Product. Except as expressly provided for in this Agreement,

XXXX alone shall be entitled to all benefits and results arising from or incidental to Consultant's
performance of the Services. In addition, to the greatest extent possible, any Work Product shall be
deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as
amended) and owned exclusively by XXXX. Consultant hereby unconditionally and irrevocably

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transfers and assigns to XXXX all intellectual property or other rights, title and interest Consultant
may currently have (or in the future may have) by operation of law or otherwise in or to any Work
Product. Consultant agrees to execute and deliver to XXXX any transfers, assignments, documents
or other instruments which XXXX may deem necessary or appropriate to vest complete title and
ownership of any Work Product, and all associated rights, exclusively in XXXX.

2. Document Control. Consultant agrees that during the Consulting Term when
directed by XXXX in writing it will deliver to XXXX all Work Product and any and all other
property, data, documentation or information or materials constituting or containing Confidential
Information or Trade Secrets then in Consultant's possession, with such delivery to be in such
manner and at such times as XXXX reasonably specifies.

D. Consultant Obligation. Consultant shall not wrongfully disclose, or cause to be

disclosed, to XXXX any trade secret or other confidential information of any other person, entity or
enterprise under Venezuelan or U.S. laws and regulations, where applicable. Consultant further
represents that none of the provisions of this Agreement, nor the Services which will be performed
by Consultant hereunder, contravene or are in conflict with any agreement of Consultant with, or
obligations to, any other person or entity. Consultant shall not be responsible for the disclosure of
any trade secret or other confidential information of any person by persons not engaged, employed,
controlled or affiliated with Consultant.

E. Reasonableness of Provision. Consultant acknowledges and agrees that its covenants

in this Clause III (collectively, the "Protective Covenants") are reasonable as to time, scope and
territory given XXXX's need to protect the Trade Secrets, Confidential Information and its
substantial investment in its Confidential Information and Trade Secrets.

F. Extension of Period. The applicable time period of any Protective Covenant shall
not run, and shall be extended to include, any period: (1) during which Consultant is breaching or
has breached a Protective Covenant; and (2) during which any litigation is pending that involves a
good faith claim by XXXX that Consultant has breached a Protective Covenant.

CLAUSE IV. STATUS AND PRACTICES

A. Independent Contractor Relationship. XXXX and Consultant acknowledge and

agree that Consultant's relationship with XXXX hereunder shall be that of an independent
contractor, and under no circumstances shall Consultant, or any of Consultant's employees, agents,
advisors, affiliates, associates, vendors or subcontractors (collectively, "Consultant's Associates"), be
deemed employees, partners, agents, or joint venturers of XXXX or any of XXXX's affiliates unless
otherwise specifically agreed in writing by XXXX. Neither Consultant nor any of Consultant's
Associates shall have any power or authority to, and shall not, bind, enter into contracts or
agreements on behalf of, or otherwise create any debts or liabilities for or on behalf of XXXX or any
of its affiliates unless otherwise specifically agreed to in writing by XXXX or such affiliate.
Consultant further agrees that in his dealings with any person or entity, he will not permit any of
Consultant's Associates to represent that they are, or permit any person or entity to deal with them on
the assumption that they are, authorized agents, officers, directors, partners, employees or joint

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venturers of XXXX or any of its affiliates unless otherwise specifically agreed in writing by XXXX
or such affiliate.

B. Consultant's Regulatory Responsibilities. Consultant shall be responsible for all tax

reporting, tax payments, withholdings, insurance and other payments, expenses and filings required
to be legally made or paid by Consultant to the government of Venezuela or the U.S., as the case
may be, or other third parties due to or as a result of Consultant's entering into this Agreement or
performing the Services. If required, Consultant shall make all filings and procure all permits,
licenses, releases, waivers, and other authorizations that are necessary or appropriate due to its
entering into this Agreement or for or as a result of its performing the Services.

C. Foreign Corrupt Practices. Consultant and XXXX each acknowledge that XXXX is
subject to the provisions of United States Public Law 95-213, the Foreign Corrupt Practices Act of
1977 and any amendments thereto ("FCPA"), a copy of which is attached hereto as Appendix "C",
and that it is familiar with XXXX's policy to strictly comply with the FCPA. Consultant and XXXX
each hereby agree to meet and comply with the FCPA and XXXX's policy in all respects and to
require its employees, agents, advisors, affiliates, associates, vendors and subcontractors to do the
same. Consultant and XXXX each specifically understand and agree that it shall not make any offer,
payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to
give, or authorization of the giving of anything of value, to any official, any political party or official
thereof or any candidate for political office, or any other person, that is contrary to the prohibitions
set forth in the FCPA, including, without limitation, Articles 78dd-1(a) or 78dd-2(a) thereof
("Improper Payments"). Consultant hereby further represents and warrants within the meaning of
the FCPA that: (1) neither Consultant nor any person affiliated with its business is a foreign official
of a foreign political party, or a candidate for foreign political office, or a person who will offer all or
a portion of the consideration received by it or him to any foreign official, foreign political party or
official thereof, or to any candidate of political office; and (2) the consideration, or any portion
thereof, paid by XXXX to Consultant, pursuant to this Agreement or otherwise, constitutes (or will
constitute) consideration only for property or services rendered and is not given, directly or
indirectly, in order to influence any act or decision of a foreign official in his official capacity or to
induce such foreign official to use his or her influence with a foreign government or instrumentality
to affect or influence any act or decision of such government or instrumentality in order to assist
XXXX in obtaining or retaining business. In the event that Consultant is found to have made any
Improper Payment or otherwise violated the provisions of this Clause IV.C, then in addition to other
rights and remedies available to XXXX hereunder and under applicable law, XXXX shall have the
right to recover from Consultant or withhold from compensation due Consultant under this
Agreement or any agreement entered into pursuant hereto: (a) the amount or value of the Improper
Payment; and (b) any fines, expenses or attorneys' fees incurred in connection with the Improper
Payment or violation hereof. XXXX and Consultant acknowledge and agree that Consultant has
been provided with copies of relevant sections of the FCPA, has been advised by XXXX to seek
independent legal advice in connection with those provisions and has confirmed to XXXX its
understanding of the manner in which the FCPA applies to its actions.

D. Decisions to Proceed, Assignment by XXXX. Consultant acknowledges that XXXX

has the sole and absolute authority to decide if and when to proceed with development or acquisition

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or otherwise to participate in the Project. Consultant also acknowledges that XXXX may choose to
participate in the Project through an affiliated entity and that XXXX or such affiliates may form or
participate in the Project in a consortium with other persons or entities. XXXX may assign this
Agreement to any such affiliate or other person or entity and thereafter XXXX and XXXX's
assignee shall jointly be responsible for the performance of all of XXXX's duties and obligations
hereunder, including without limitation any obligation to pay Consultant's compensation that accrues
thereafter. XXXX's rights and obligations under this Agreement shall inure to the benefit of its
successors and assigns. In no event, however, shall Consultant be required to provide Services to
any assignee beyond the scope and magnitude of Services provided for by the parties to this
Agreement.

E. Assignment by Consultant. Consultant may not assign any of its rights or obligations
under this Agreement to any party without the prior written consent of XXXX. Consultant's
obligations under this Agreement shall be binding on Consultant's successors and permitted assigns.

F. Compliance with Laws and Regulations. Consultant and XXXX each agree that they
will comply with the laws and regulations of Venezuela and the U.S. as such laws and regulations
may be applicable.

G. Release. XXXX and Consultant each acknowledge and agree that the Consulting
Agreement entered into by the Parties on September 12, 1994 was cancelled. Furthermore,
Consultant, on behalf of itself, and each of its officers, directors and employees, hereby releases,
waives and forever discharges XXXX from and against any and all liabilities, charges, claims and
other obligations arising out of or related to such Consulting Agreement, the execution thereof, or
any relationship created thereby, including without limitation the payment of any compensation
thereunder. In consideration of the foregoing release by Consultant, and each of its officers,
directors, employees, XXXX shall pay Consultant via wire transfer the amount of One Hundred and
Fifty Thousand United States Dollars (U.S.$150,000) within three days after the execution by the
parties.

CLAUSE V. TERM AND TERMINATION

A. Term. The term of Consultant's consultancy (the "Consulting Term") shall begin on
the Effective Date and shall continue until the earlier of the Expiration Date or the date Consultant's
consultancy is terminated pursuant to Clause V.B or V.C. The "Expiration Date" shall be the date
which is eight (8) months from the Effective Date; provided, however, that if the FIV has allowed
the Single Consortium to negotiate for the purchase of the Project, the Expiration Date shall be the
date which is twelve (12) months from the Effective Date. In the event that the Project has not
achieved the Award/Contract Closing (as defined in Appendix "B") during the Consulting Term as
described above, XXXX shall have the right to extend the Consulting Term for a period of four (4)
months (hereinafter called the "Extended Term") upon providing written notice of such extension to
Consultant and Consultant shall continue to provide the Services during such Extended Term.

B. Termination for Cause. XXXX or Consultant may terminate Consultant's

consultancy for Cause at any time during the Consulting Term effective immediately upon delivery

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of written notice to the other party. For purposes of this Agreement, "Cause" shall mean: (1) a party
engages in conduct that amounts to fraud, dishonesty, gross negligence or willful misconduct in the
performance of its obligations under this Agreement; (2) a party breaches or threatens to breach any
of its obligations under Clause III; (3) a party or any affiliate or intermediary of a party has breached
or is engaging or is proposing to engage in conduct that could violate Clause IV.C; or (4) a party
breaches any of its material obligations under this Agreement (other than those contained in Clause
III or Clause IV.C) and that party has not cured within ten (10) business days after being provided
with notice of such breach by the other party.

C. Termination for Convenience. Consultant may terminate this Agreement for

convenience at any time upon thirty (30) days written notice to XXXX; provided, however, that if
Consultant terminates this Agreement for convenience, then Consultant shall not be entitled to any
Base Compensation or Contingent Compensation under this Agreement. XXXX may terminate this
Agreement for convenience at any time effective immediately upon delivery of written notice to
Consultant. Notwithstanding anything contained in this Agreement to the contrary, XXXX agrees
that it shall not exercise this termination right solely for purpose of avoiding having to pay
Consultant any Base Compensation, reimbursable expenses and/or Contingent Compensation
provided for in this Agreement, if Consultant has otherwise substantially performed in a timely
manner all Services required to date hereunder.

D. Obligations of XXXX. After any termination or expiration of Consultant's

consultancy, XXXX shall have no further obligation to Consultant with respect to compensation,
except for accrued and/or unpaid compensation as provided in Appendix "B"; provided, however,
that a termination of Consultant for Cause shall extinguish any obligation of XXXX to pay any
additional compensation to Consultant, whether accrued or not. XXXX agrees that immediately
upon the termination of Consultant's consultancy, XXXX shall: (1) no longer represent to third
parties that Consultant has any relationship with XXXX; and (2) comply fully with all obligations
under this Agreement that survive the Consulting Term.

E. Obligations of Consultant. Consultant agrees that immediately upon the termination

or expiration of Consultant's consultancy, Consultant shall: (1) no longer represent to third parties
that Consultant has any relationship with XXXX; (2) return to XXXX all Work Product then in its
possession, as well as all other property, data, documentation or information or materials
constituting or containing Confidential Information or Trade Secrets; and (3) comply fully with all
obligations under this Agreement that survive the Consulting Term.

CLAUSE VI. OTHER PROVISIONS

A. Remedies. In the event that Consultant terminates this Agreement for Cause under
Clause V.B. hereof, Consultant shall be entitled to all compensation as provided in Appendix "B"
which may have accrued to the date of such termination. In the event of a breach by Consultant of
any provision of this Agreement, XXXX shall have the right to set-off against any sums XXXX
owes Consultant the amount of any damages incurred or suffered by XXXX as a result of the breach,
subject to the arbitration provision herein. Any such set-off shall not be presumed to be in full
satisfaction of or as liquidated damages for or as a release of any claim for damages against

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Consultant that may accrue to XXXX as a result of the breach. The parties further acknowledge that
any breach, or threatened breach of a Protective Covenant by Consultant is reasonably likely to
result in irreparable injury to XXXX, and therefore, in addition to all remedies provided at law or in
equity (which remedies shall be cumulative and not mutually exclusive), Consultant agrees that
XXXX shall be entitled to a temporary restraining order and a permanent injunction to prevent a
breach or contemplated breach of the Protective Covenant. The existence of any claim, demand,
action or cause of action of Consultant against XXXX, whether predicated upon this Agreement or
otherwise, shall not constitute a defense to the enforcement by XXXX of any of Consultant's
obligations under this Agreement.

In the event that arbitration or litigation shall be necessary to enforce or interpret either the
provisions of this Agreement or matters relating thereto, the prevailing party shall be entitled to
recover from the adverse party, in addition to such other relief, the prevailing party's reasonable
attorneys' fees for services before arbitration or trial, in arbitration or at trial, and on any appeals
therefrom.

B. Notices. All notices shall be by hand delivery or by FAX (with prompt delivery of
written confirmation by reputable international overnight courier service) addressed to the party at
the address or FAX number set forth on the signature page of the Agreement or such other address
of which the recipient gives notice hereunder, and shall be deemed given on the date of receipt by
addressee of such notice (in the case of FAX notices, provided that the addressee also receives the
written confirmation within four (4) days). Consultant agrees to provide XXXX with prompt written
notice of any changes to Consultant's business and residence addresses and telephone and facsimile
numbers during the term of this Agreement.

C. Severability. All provisions of this Agreement are severable from one another, and
the unenforceability or invalidity of any provision of this Agreement shall not affect the validity or
enforceability of the remaining provisions of this Agreement; provided, however, that should any
judicial body interpreting this Agreement deem any provision to be unreasonably broad in time,
territory, scope or otherwise, the parties intend for the judicial body, to the greatest extent possible,
to reduce the breadth of the provision to the maximum legally allowable parameters rather than
deeming such provision totally unenforceable or invalid.

D. Counterparts. This Agreement may be executed in one or more counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the same
instrument.

E. Waiver. The waiver by either party to this Agreement of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach of
the same provision by the other party or a waiver of a breach of another provision of this Agreement
by the other party. No waiver or modification of any provision of this Agreement shall be valid
unless in writing and duly executed by the party to be charged with the waiver or modification.

F. Arbitration and Governing Law. This Agreement shall be governed by and

construed in accordance with the laws of the State of New York. All disputes arising in connection

9
with this Agreement shall be finally settled by a court of Arbitration pursuant to the rules of the
International Chamber of Commerce, Paris, France. Arbitration shall be conducted in the English
and Spanish languages with bi-lingual arbitrators and shall be held in Miami, Florida, and the
decision so reached shall be finally binding on the parties.

G. Survival of Clauses. In the event of termination of Consultant's consultancy, the

parties shall continue to be bound by all provisions of this Agreement (including without limitation
Clauses III and IV.C) other than those that expressly apply only during the Consulting Term.

H. Regulatory Approval. The parties hereto acknowledge that XXXX's participation in

any electric power project may require regulatory approval.

I. Consequential Damages Excluded. Notwithstanding anything to the contrary

elsewhere in this Agreement, no party shall, in any
way of indemnity or otherwise, for any indirect,
including without limitation loss of revenue, cost
opportunity, whether any such damages arise out
negligence), strict liability or otherwise.
event, be liable to any other party, whether by
incidental, special or consequential damages,
of capital and loss of business reputation or
of contract, tort (including without limitation

J. Entire Agreement, Modifications. This Agreement contains the complete agreement

concerning the arrangement between Consultant and XXXX regarding its subject matter and
supersedes all other similar agreements or understandings between the parties, whether oral or
written, consistent or inconsistent, with this Agreement, including, but not limited to the Consulting
Agreement entered into by the Parties on September 12, 1994. This Agreement may not be
amended by the parties except by a writing executed by both parties. Consultant represents and
warrants to XXXX that Consultant is authorized to enter into and fully perform its obligations under
this Agreement, and that doing so will not violate any provision of any contract or agreement, law,
regulation or order applicable to Consultant. Consultant acknowledges and agrees that Consultant
has carefully reviewed and understands each of the terms of this Agreement and has participated
actively in the negotiation of the terms of this Agreement.

J. Captions. References to "Clauses", "Appendices" and "Exhibits" in this Agreement

are to sections and Appendices in this Agreement. All Appendices to this Agreement are hereby
incorporated by reference into this Agreement.

K. Recitals. The recitals set forth at the beginning of this Agreement are incorporated
herein by reference and made a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
noted below.

"XXXX" "Consultant"

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11
 APPENDIX "A"

FURTHER ELABORATION OF SERVICES

This Appendix "A" is attached to and part of that certain Consulting Agreement (the "Agreement")
between ______________ Energy S.A., on the one hand, and XXXX International, Inc., on the other hand,
entered into on April __, 1995 to be effective as of the 1st day of March, 1995 (the "Effective Date").
Initially capitalized terms and phrases not defined herein shall have the meanings ascribed to them in the
Agreement.

Scope of Consultant's Services. Subject to the terms of this Agreement, Consultant shall provide the
following services, among others, when specifically requested by XXXX:

• Introduction to and schedule meetings with the Republic of Venezuela government

officials.

• Introduction to and schedule meetings with FIV Executives.

• Provide information and general advice concerning the privatization of Planta Centro.

• Introduction to and schedule meetings with the Venezuelan Energy and Mines Ministry
officials. Provide information and general advice about the Venezuelan Energy and Mines
Ministry concerning _____________.

• Provide information and general advice concerning doing business in Venezuela generally.

• Provide information and general advice concerning the economic condition of Venezuela.

• Provide information and general advice concerning foreign investment laws in Venezuela.

• Provide information and general advice concerning tax laws in Venezuela including
expatriation to the U.S.

• Assist XXXX in seeking potential electrical power purchasers for the generation output of
______________ Centro.

• Political analysis of Venezuela including identification of Venezuelan political parties and

leaders and political advice.

• Provide information and general advice concerning union activities at ____________

Centro and other activities at the Venezuelan national level.

• Identification and introduction to other Untied States companies doing business in

Venezuela such as General Motors.

• Provide information and general advice concerning the social and business customs of
 Venezuela.

• Assist XXXX in the establishment of a business office in Caracas and at Planta Centro.

• Provide information and general advice regarding the natural gas and oil industry in
Venezuela.

• Assist XXXX in identifying and securing reliable sources for the supply of natural gas and
other fuels.

• Provide information and general advice and assistance regarding the electric market in
Venezuela and surrounding countries.

Notwithstanding the foregoing, Consultant shall not be required to practice law or render any legal
opinions in performing any services hereunder.

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 APPENDIX "B"

COMPENSATION

This Appendix "B" is attached to and part of that certain Consulting Agreement (the "Agreement")
between ______________ Energy S.A., on the one hand, and XXXX International, Inc., on the other hand,
entered into on April __, 1995 to be effective as of March 1st, 1995 (the "Effective Date"). Initially
capitalized terms and phrases not defined herein shall have the meanings ascribed to them in the
Agreement.

A. Base Compensation. For the performance of the Services under this Agreement, and
subject to the limitations set forth herein, XXXX shall pay Consultant "Base Compensation" of Thirty
Thousand U.S. Dollars (U.S.$30,000.00) per month as set forth below if, and only if, either one of the
following conditions shall have occurred: (i) the FIV publishes official bidding documentation for the sale
of the Project, XXXX reviews such bidding documentation and decides to proceed with the Project or does
not send Consultant a written notice within thirty calendar days of having received the bidding
documentation that it will not proceed with the Project; or (ii) XXXX receives an official letter from the
President of the FIV advising XXXX that the FIV has decided to allow the Single Consortium to purchase
the Project in form acceptable to XXXX, which acceptance or rejection shall be declared to Consultant
within seven (7) days after receipt. Upon fulfillment of one of the conditions stated in (i) or (ii) above,
XXXX shall pay Consultant Base Compensation for all full months prior to the date of fulfillment of such
conditions, up to a maximum of eight (8) months or twelve (12) months as determined in the next
sentence. Thereafter, XXXX shall pay the Base Compensation within five (5) days of its receipt of an
invoice therefor from Consultant for the previous month, until XXXX has paid Consultant Base
Compensation for a maximum of eight (8) months from the Effective Date; provided, however, that if
XXXX receives the official letter from the FIV allowing the Single Consortium to negotiate for the
purchase of the Project, Base Compensation shall be paid for a period of twelve (12) months from the
Effective Date. The Base Compensation provided herein shall be increased at the rate of Five Thousand
United States Dollars (U.S.$5,000) for every qualified third party who joins either the XXXX Consortium
or the Single Consortium in writing; provided, however, that regardless of how many third parties join the
XXXX Consortium or the Single Consortium, the monthly Base Compensation shall not exceed, in any
event, the amount of Fifty Thousand United States Dollars (U.S.$50,000).

B. Contingent Compensation. For the performance of the Services under this Agreement,
XXXX shall pay Consultant "Contingent Compensation" in connection with the Project upon the
occurrence of all of the following: (i) the official award of the sale of the Project to XXXX (or its bidding
consortium) upon opening of the bids presented; (ii) the execution by XXXX (or its bidding consortium)
and the FIV or other appropriate governmental authority of a contract for the sale of the assets of the
Project, which contract shall have been fully authorized by all necessary bodies, committees or agencies of
the government of Venezuela; and (iii) the takeover of operation of the facility and possession of the assets
constituting the Project by XXXX (or its bidding consortium or the Single Consortium) with the full right
and ability to sell electric energy and capacity therefrom and receive remuneration thereby (the occurrence
of all of the events required by clauses (i), (ii) and (iii) shall be collectively referred to hereinafter as the

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"Award/Contract Closing"). If XXXX receives the official letter from the FIV allowing the Single
Consortium to negotiate for the purchase of the Project, the amount of the Contingent Compensation shall
be one percent (1%) of the ownership interest in the Project of XXXX and of every third party who joins
the Single Consortium and has agreed in writing to retain Consultant; provided, however, that if no other
third party who joins the Single Consortium agrees to retain and pay Consultant, the amount of the
Contingent Compensation shall be two percent (2%) of the ownership interest of XXXX; provided,
further, that in no event shall the Contingent Compensation paid to Consultant be less than Two Million
United States Dollars (U.S.$2,000,000) or greater than Seven Million United States Dollars
(U.S.$7,000,000). In the event that the Single Consortium is not established, the amount of the Contingent
Compensation shall be two percent (2%) of the equity paid by XXXX solely, or XXXX and every third
party who joins the XXXX Consortium and agrees in writing to retain and pay Consultant; provided,
further, that in no event shall the Contingent Compensation paid to Consultant be less than Two Million
United States Dollars (U.S.$2,000,000) or greater than Seven Million United States Dollars
(U.S.$7,000,000). XXXX shall pay such Contingent Compensation to Consultant within a reasonable time
not to exceed ten (10) days following the occurrence of the Award/Contract Closing. Consultant shall be
entitled to Contingent Compensation if and only if the Award/Contract Closing occurs. Payment of the
Contingent Compensation as described herein shall terminate the obligation of XXXX to pay Base
Compensation to Consultant. During the Extended Term (as defined herein) Consultant shall continue to
provide the Services and XXXX shall only be obligated to reimburse Consultant for reasonable expenses
which are preapproved in writing as provided herein. If XXXX terminates this Agreement for
convenience pursuant to Clause V.C., Consultant shall be entitled to Contingent Compensation if XXXX
successfully purchases all or any portion of the assets of the Project within two (2) years from the effective
date of such termination.

C. Expenses. In addition to payment of the Base Compensation and the Contingent

Compensation, XXXX agrees to reimburse Consultant for all reasonable expenses which are pre-approved
in writing by XXXX, including expenses for travel (international business class or domestic tourist air
travel), meals, lodging, telephone, shipping and similar items incurred in connection with its direct
performance of the Services hereunder and in furtherance of the business of XXXX or its affiliates upon
presentation by Consultant of an invoice of such expenditures and all reasonable documentation as may be
required by XXXX in connection therewith.

D. Invoices and Payment. Consultant shall send XXXX invoices by the fifth (5th) day of each
month for all Base Compensation and expense reimbursement. Notwithstanding the foregoing, Consultant
may send such invoices prior to the commencement of each month. Payment of the Base Compensation
and expense reimbursement shall be due within thirty (30) days of XXXX's receipt of the invoice sent by
Consultant, together with all such expense supporting information in satisfactory form. XXXX shall not
be required to reimburse Consultant for expenses that XXXX reasonably concludes were not properly
incurred by Consultant in connection with performing the Services. Interest shall accrue at the rate of one
percent (1%) per month for any late payments of reimbursable expenses, Base Compensation and/or
Contingent Compensation.

XXXX shall make all payments to Consultant for Base Compensation, Contingent Compensation

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and expense reimbursement in United States Dollars.

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 APPENDIX "C"

FOREIGN CORRUPT PRACTICES ACT

This Appendix "C" is attached to and part of that certain Consulting Agreement (the "Agreement")
between _______________ Energy S.A., on the one hand, and XXXX International, Inc., on the other
hand, entered into on April __, 1995 to be effective as of March 1, 1995 (the "Effective Date"). Initially
capitalized terms and phrases not defined herein shall have the meanings ascribed to them in the
Agreement.

Attached to this Appendix "C" is a copy of United States Public Law 95-213, the Foreign Corrupt
Practices Act of 1977.

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