Connecting Projects with Funding Sources Since 1983

Connecting Projects With Funding Sources Since 1983

Mutual Non-Circumvention Agreement

The undersigned parties mutually acknowledge that information concerning opportunities, situations, and/or persons, are the personal property of the party who brought this information to the awareness of the other party; and therefore, mutually agree not to circumvent or bypass one another in any way. Likewise, each party agrees to maintain the confidentiality of information concerning projects and/or funding sources.

Each of the undersigned understand and agree that "Non-Circumvention" means that none of us will approach, contact, solicit, negotiate, discuss, or transact business pertaining to the introduced projects and/or persons without the prior knowledge and consent of the other party. This shall include projects and persons that came to attention of the other party during discussions with the parties introduced. Every effort will be made to inform the other party regarding any agreement, arrangement, contact, meeting, intent, undertaking, or act by which a profit, commission, income, royalty, back-in, reversionary interest, or other benefit that could result or accrue. Each party will endeavor to inform the other about significant meeting and invite the other to attend. Any discussion may be recorded by either party without notice.

A written finder’s fee schedule may supplement this document; however, in the absence of same, the standard Energy Exchange Fee Schedule (essentially the same as the widely accepted Lehman Brothers Investment Banking Formula) will apply. Every effort will be made to reach closure on transactions based on terms that are mutually beneficial to all parties; failure to achieve this intent, no transaction will be consummated.

The term of this agreement will be for a period of two years following the last date of any contact between the undersigned and people connected to the projects and/or funding sources.

Since Energy Exchange is not a brokerage firm, compensation will be paid as finder’s fees and/or consulting fees – not as commissions. Also, Energy Exchange will not accomplish due-diligence on persons and/or projects being introduced -- this will be the responsibility of the purchasing and/or selling parties.

If a disagreement arises between the parties, a mutually acceptable mediator will be selected to settle differences. If mediation is unsuccessful, legal venue will be Montgomery County, Texas and the violator of this agreement will pay litigation costs and damages.

AGREED: AGREED:

X______Print Name ______David H. Mangum, P.En., Geol., M.B.A. Title: ______Date: ______President Date: ______COMPANY: ______ENERGY EXCHANGE, INC. ADDR.: ______OTHER PARTIES: ______Telephone: ______Fax: ______Email: ______

Brownstone-Milano Bldg., 25511 Budde Rd., Suite 1802 Website: www.enex.com Phone: 281-962-0400 The Woodlands, Texas 77380 Email: [email protected] Fax: 713-897-8327