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                                                                   EXHIBIT 10.02

STRATEGIC PARTNERSHIP AGREEMENT

This Agreement is by and between Lighting Management Consultants, Inc.
(hereinafter, "LMC") with its principal place of business at 5626 Star Lane,
Houston, Texas 77057 and DeMarco Energy Systems of America, Inc. (hereinafter,
"DEMARCO")with its principal place of business at PO Box 201057, Austin, Texas
78720-1057.

NATURE OF THE PARTNERSHIP
It is with mutual understanding between LMC and DEMARCO to enter into a
strategic partnership agreement, where DEMARCO has relationships and contracts
with various organizations to perform energy efficient lighting retrofits and
energy management services, and LMC is in the energy efficient lighting business
and agrees to become the primary company rendering for DeMarco services such as:
energy audits, energy-related feasibility studies, lighting system
removal/demolition, lighting system installation/retrofit, and energy management
services for commercial, industrial and institutional applications. The
relationship description, contributions, terms, conditions, and other covenants
are set forth herein.

1)       PURPOSE. The purpose of this agreement is to engage LMC to perform as
         PROJECT MANAGER the services described in Articles 1, 2, and 3 herein
         for the contracts and/or work orders issued to DEMARCO. DEMARCO will
         perform their duties and responsibilities as described in Article 4,
         10, 11, and 12, plus any other duties and responsibilities required to
         assist LMC with performing their obligations. Each party will perform
         all individual duties, responsibilities and requirements as set forth
         in this agreement.

2)       COMMENCEMENT. Effective immediately, DEMARCO will issue all work
         relating to lighting systems installation, retrofit and/or demolition
         to LMC, and LMC agrees to perform the services required of each work
         order or contract for and on behalf of DEMARCO.

3)       DURATION. The duration of this agreement is perpetual until such time
         either party wishes to terminate the relationship, and does so by
         furnishing written notice of their intent to terminate at least 60 days
         prior to the effective date. All contracts in-works, services being
         performed at that time and work orders under construction by LMC will
         be performed through completion, regardless of time requirements to
         fulfill the project's work scope. Failure to perform will result in a
         reduction in final payment, based upon percentage of completion, less
         reasonable expenses.

4)       MUTUAL NON-DISCLOSURE. It is understood that DEMARCO and LMC have
         individually entered into Mutual Non-Disclosure Agreements with certain
         companies, and each agrees to honor and carry-out the terms of the
         others agreement(s), unless otherwise agreed to in writing and attached
         hereto. A mutual Non-Disclosure agreement has been executed between
         DEMARCO and LMC and is attached hereto.

5)       NON-COMPETE. DEMARCO and LMC agree to not compete with each other for
         the same contracts or work orders for the duration of this agreement.
         It is understood that each have individually negotiated and/or earned
         contracts prior to this agreement, or have contracts or work orders not
         yet issued, but are considered in process to be issued, and that these
         work orders or agreements are not in direct competition between DEMARCO
         and LMC. It is further agreed each company will establish a system to
         notify the other of contracts under negotiation and subsequent date
         awarded, and that either company will not individually bid for the
         other company's work contracts without receiving prior written
         permission to conduct such activities from that company. If for
         whatever reason a contract (regardless of status `under negotiation' or
         `awarded') is considered to be in competition between either company,
         then the default shall go to LMC, unless it is reasonably determined
         otherwise by each party, or that DEMARCO had made initial contact or
         introduction first and was capable of performing services required to
         fulfill its obligations under such contract.

6)       COMPENSATION FOR SERVICES. DEMARCO agrees to pay to LMC the entire bid
         amount for each contract awarded to DEMARCO for the services agreed to
         be performed and completed by LMC. It is understood by each party that
         each bid submitted by LMC to DEMARCO shall include and reflect a five
         percent profit for DEMARCO, calculated and added to the sum total of
         LMC's bid. Upon receipt of final payment for each project, DEMARCO will
         retain their five percent profit and distribute the balance to


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         LMC within ten days of receipt, unless otherwise agreed to in writing
         prior to each project's bid submission.

7)       PERFORMANCE REQUIREMENTS. LMC agrees to perform the services, duties
         and obligations as outlined in the contracts, work orders and Articles
         of this Agreement to the best of their abilities, and based upon their
         historical performance and capabilities of providing such services,
         duties, and obligations.

8)       DEFAULT AND REMEDIES. Upon determination that a default or breach has
         occurred under any portion of this agreement by either party, the
         affected party shall give 30 days to the defaulting party to cure the
         default. If the default has not been cured according to the terms of
         this agreement or with reasonable satisfaction of the affected party,
         this agreement shall become terminated within 30 days. Upon termination
         of this Agreement, both parties shall fulfill all outstanding
         obligations incurred prior to the date of termination through to the
         effective termination date.

9)       COUNTERPARTS. This Agreement may be executed in several counterparts,
         each of which shall constitute 1 (one) Agreement, binding on all
         parties hereto, notwithstanding that all the parties have not signed
         the same counterpart.

10)      ARTICLES OUTLINING THE WORKING RELATIONSHIP. The following Articles
         outline the working relationship between LMC and DEMARCO. Hereinafter,
         the term Project Manager refers to LMC and their identified
         sub-contractor position with DEMARCO and as identified within
         agreement(s) relating to energy efficient lighting retrofit and energy
         management services.



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ARTICLE 1
PROJECT MANAGER'S RESPONSIBILITIES

1.1               PROJECT MANAGER'S SERVICES

1.1.1             The Project Manager & Services consist of those services
               performed by the Project Manager. Project Manager's employees and
               Project Manager's consultants as enumerated in Articles 2 and 5
               of this Agreement and any other services included in Article 13.

1.1.3             The Project Manager shall provide sufficient organization,
               personnel and management to carry out the requirements of this
               agreement on an expeditious and economical manner consistent with
               the interest with DEMARCO, and when appropriate recruit, select
               and train personnel for placement within the DEMARCO
               organization.

1.1.4             The services covered by this Agreement are subject to the
              limitations contained in sub paragraph 13.

ARTICLE 2
SCOPE OF PROJECT MANAGER'S BASIC SERVICES

2.1               Definition

2.1.1             The Project Manager's Basic Services consist of those
               described in Paragraph 2.2 and 2.3 and any other services
               identified in Article 13 as part of Basic Services.

2.2      PRE - PROJECT PHASE

2.2.1             The Project Manager shall review the program furnished by
               DEMARCO to ascertain the requirements of the Project and shall
               arrive at a mutual understanding of such requirements with
               DEMARCO.

2.2.2             The Project Manager shall provide a preliminary evaluation
               of DEMARCO's program, schedule and Project budget requirements,
               each on terms of the other.

2.2.3             Based on previously performed audits and other energy
               management services criteria prepared by DEMARCO, the Project
               Manager shall prepare preliminary estimates of Project cost for
               program requirements using logistical, volume and/or similar
               conceptual estimating LMCniques. The Project Manager shall
               provide cost evaluations of alternative materials and systems.

2.2.4              The Project Manager shall expeditiously review design
               documents during their development and advise on proposed site
               use and improvements, selection of materials, building systems
               and equipment, and methods of Project delivery. The Project
               Manager shall provide recommendations on relative feasibility of
               Project methods, availability of materials and labor, time
               requirements for procurement, installation and Project, and
               factors related to Project cost including, but not limited to
               costs of alternative designs or materials, preliminary budgets
               and possible economics of geographic locations plus other
               productive factors.

2.2.5               The Project Manager shall prepare and periodically update a
               Project Schedule for DEMARCO's review and DEMARCO's acceptance.
               The Project Manager shall obtain DEMARCO's approval for the
               portion of the preliminary Project schedule relating to the
               performance requirements of PG&E ES energy management services.
               In the Project



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               Schedule, the Project Manager shall coordinate and integrate the
               Project Manager's services, and DEMARCO's responsibilities with
               anticipated Project schedules, highlighting critical and
               long-lead-time items.

2.2.6               As DEMARCO progresses with the preparation of the Project
               Documents, the Project Manager shall prepare and update, at
               appropriate intervals agreed to by DEMARCO and Project Manager,
               estimates of Project Cost of increasing detail and refinement.
               The estimated cost of each Contract shall be indicated with
               supporting detail. Such estimates shall be provided for DEMARCO's
               approval. The Project Manager shall advise DEMARCO if it appears
               that the Project Cost may exceed the latest approved Project
               budget and make recommendations for corrective action.

2.2.7               The Project Manager shall consult with DEMARCO regarding the
               Project Documents and make recommendations whenever
               retrofit/installation details adversely affect specific or
               overall project logistics, cost or schedules.

2.2.8               The Project Manager shall provide recommendations and
               information to DEMARCO regarding the assignment of
               responsibilities for temporary Project facilities and equipment
               materials and services for common use of the Contractors. The
               Project Manager shall verify that such requirements and
               assignments of responsibilities are included in the proposed
               Contract Documents.

2.2.9               The Project Manager shall provide recommendations and
               information to DEMARCO regarding the allocation of
               responsibilities for safety programs among the Contractors.

2.2.10              The Project Manager shall advise on the divisions of the
               Project into individual Contracts for various categories of Work,
               including the method to be used for selecting Contractors and
               awarding Contracts. If multiple Contracts are to be awarded, the
               Project Manager shall review the Project Documents and make
               recommendations as required to provide that (1) the Work of the
               Contractors is coordinated, (2) all requirements for the Project
               have been assigned to the appropriate Contractor, (3) the
               likelihood of jurisdictional disputes has been minimized, and (4)
               proper coordination has been provided for phased Project.

2.2.11              The Project Manager shall prepare a Project completion
               schedule providing for the components of the Work, including
               phasing of Project, times of commencement and completion required
               of each Contractor ordering and delivery of products requiring
               long lead time, and the occupancy requirements of DEMARCO. The
               Project Manager shall provide the current Project completion
               schedule for each set of bidding documents.

2.2.12              The Project Manager shall expedite and coordinate the
               ordering and delivery of materials requiring long lead-time
               through DEMARCO.

2.2.13              The Project Manager shall provide an analysis of the types
               and quantities of labor required for the Project and review the
               availability of appropriate categories of labor required for
               critical phases. The Project Manager shall make recommendations
               for actions designed to minimize adverse effects of labor
               shortages. 2.2.15 The Project Manager shall assist DEMARCO in
               obtaining information regarding applicable requirements for equal
               employment opportunity programs for inclusion in the Contract
               Documents.

2.2.16              Following DEMARCO's approval of the Project Documents, the
               Project Manager shall update and submit the latest estimate of
               Project cost and the Project completion schedule for DEMARCO's
               review and approval.

2.2.17              The Project Manager shall submit the list of prospective
               bidders for DEMARCO's approval.



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2.2.18              The Project Manager shall develop bidders' interest in the
               Project and establish bidding schedules. The Project Manger, with
               DEMARCO's Assistance, shall issue bidding documents to bidders
               and conduct pre-bid conferences with prospective bidders. The
               Project Manager shall assist DEMARCO with regard to questions
               from bidders and with issuance of addenda.

2.2.19              The Project Manager shall receive bids, prepare bid analysis
               and make recommendations to DEMARCO for DEMARCO's award of
               Contracts or rejection of bids.

2.2.20              The Project Manager shall assist DEMARCO in preparing
               Project Contracts and advise DEMARCO on the acceptability of
               Subcontractors and material suppliers proposed by Contractors.

2.2.21              The Project Manager shall assist DEMARCO in obtaining
               building permits and special permits for permanent improvements,
               except for permits required to be obtained directly by the
               various Contractors. The Project Manager shall assist DEMARCO in
               connection with DEMARCO's responsibility for filing documents
               required for the approvals of governmental authorities having
               jurisdiction over the Project.

2.3                 PROJECT PHASE - ADMINISTRATION OF THE PROJECT CONTRACT

2.3.1               The Project Phase will commence with the award of the
               initial Project Contract, Work Order or purchase order and,
               together with the Project Manager's obligation to provide Basic
               Services under this Agreement, will end 30 Days after final
               payment to all Contractors is due.

2.3.2               The Project Manager shall provide administration of the PG&E
               ES Master Agreement and subsequent Work Orders throughout the
               Project in cooperation with the guidelines established and
               performance requirements of PG&E ES and DEMARCO.

2.3.3               The Project Manger shall provide administrative management
               and related services to coordinate scheduled activities and
               responsibilities of the Contractors with each other and with
               those of the Project Manager and DEMARCO to endeavor to manage
               the Project in accordance with the approved estimate of Project
               Cost, the Project Schedule and the Contract Documents.

2.3.4               The Project Manager shall schedule and conduct meetings to
               discuss such matters as procedures, progress and scheduling. The
               Project Manager shall prepare and promptly distribute minutes to
               DEMARCO, and Contractors when required.

2.3.5               Utilizing the Project Schedules provided by the Contractors,
               the Project Manager shall update the Project completion schedule
               incorporating the activities of the Contractor's progress
               throughout the Project, including activity sequences and
               duration, allocations of labor and materials, processing of
               Drawings, Product Data and Samples, and delivery of products
               requiring long lead time and procurement. The Project completion
               schedule shall include DEMARCO's occupancy requirements showing
               portions of the Project having occupancy priority. The Project
               Manager shall update and reissue the Project completion schedule
               as required to show current conditions. If an update indicates
               that the previously approved Project completion schedule may not
               be met, the Project Manager shall recommend corrective action to
               DEMARCO.


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2.3.6               Consistent with the various holding documents and utilizing
               information from the Contractors the Project Manager shall
               coordinate the sequence of Project and assignment of space in
               areas where the Contractors are performing Work.

2.3.7               The Project Manager shall endeavor to obtain satisfactory
               performance from each of the Contractors. The Project Manager
               shall recommend courses of action to DEMARCO when requirements of
               a Contract are not being fulfilled.

2.3.8               The Project Manager shall monitor the approved estimate of
               Project Cost. The Project Manager shall show actual costs for
               activities in progress as estimated for uncompleted tasks by way
               of comparison with such approved estimate.

2.3.9               The Project Manager shall develop cash flow reports and
               forecast for the Project and advise DEMARCO as to variances
               between actual and budgeted on estimated costs.

2.3.10              The Project Manager shall maintain accounting records on
               authorized Work performed under unit costs, additional Work
               performed on the basis of actual costs of Labor and materials,
               and other Work requiring accounting records.

2.3.11              The Project Manager shall develop and improve procedures for
               the review and processing of applications by Contractors for
               progress and final payment.

2.3.11.1            Based on the Project Manager's observations and evaluations
               of each Contractor's Application for Payment, the Project Manager
               shall review and apply the amounts due the respective
               Contractors.

2.3.11.2            The Project Manager shall prepare a Project Application for
               Payment based on the Contractors' Certificates for Payment.

2.3.11.3            The Project Manager's certification for payment shall
               continue a representation to DEMARCO, based on the Project
               Manger's determinations at the site as provided in Subparagraph
               2.3.12 and on the data comprising the Contractor's Applications
               for Payment, that to the best of the Project Manager's knowledge,
               information and belief, the Work has progressed to the point
               indicated and the quality of the Work is in accordance with the
               Contract Documents. The foregoing representations are subject to
               an evaluation of the Work for conformance with the Contract
               Documents upon Substantial Completion, to results of subsequent
               tests and inspections, to minor deviations from the Contract
               Documents correctable prior to completion and to specific
               qualifications expressed by the Project Manager. The issuance of
               a Certificate for Payment shall further constitute a
               representation that the Contractor is entitled to payment in the
               amount certified.

2.3.11.4            The issuance of a Certificate for Payment shall not be a
               representation that the Project Manager has (1) made exhaustive
               or continuous on-site inspections to check the quality or
               quantity of the Work, (2) reviewed Project means, methods,
               LMCniques, sequences for the Contractor's own Work, or
               procedures, (3) reviewed copies of requisitions received from
               Subcontractors and material suppliers and other data requested by
               DEMARCO to substitute the Contractor's right to payment or, (4)
               ascertained how or for what purpose the Contractor has used money
               preciously paid on account of the Contract Sum.

2.3.12              The Project Manager shall determine in general that the Work
               of each Contractor is being performed in accordance with the
               requirements of the Contract Documents, endeavoring to guard
               DEMARCO against defects and


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              deficiencies in the Work. As appropriate, the Project Manager
              shall have authority, upon written authorization from DEMARCO, to
              require additional inspection or testing of the Work in accordance
              with the provisions of the Contract Documents, whether or not such
              Work is fabricated, installed or completed. The Project Manager in
              consultation with DEMARCO may reject Work, which does not conform
              to the requirements of the Contract Documents.

2.3.13              The Project Manager shall schedule and coordinate the
               sequence of Project in accordance with the Contract Documents and
               the latest approved Project completion schedule.

2.3.14              With respect to each Contractor's own Work, the Project
               Manager shall not have control over or charge of and shall not be
               responsible for Project means, methods, LMCniques, sequences or
               procedures, or for safety precautions and programs in connections
               with the Work of each of the Contractors, since these are solely
               the Contractor's responsibility under the Contract for Project.
               The Project Manager shall not be responsible for a Contractor's
               failure to carry out the Work in accordance with the respective
               Contract Documents. The Project Manager shall not have control
               over or charge of acts or omissions of the Contractor's,
               Subcontractors, or their agents or employees, or any other
               persons performing portions of the Work not directly employed by
               the Project Manager.

2.3.15              The Project Manager shall transmit to DEMARCO requests for
               interpretations of the meaning on intent of the Drawings and
               Specifications, and assist in the resolution of questions that
               may arise.

2.3.16              The Project Manager shall review requests for changes,
               assist in negotiating Contractor's proposals, submit
               recommendations to DEMARCO, and, if they are accepted, prepare
               Change Orders and Project Change Directives which incorporate
               DEMARCO's modifications to the Documents.

2.3.17              The Project Manager shall assist DEMARCO in the review,
               evaluation and documentation of Claims.

2.3.18              The Project Manager shall receive certificates of insurance
               from the Contractors and forward them to DEMARCO.

2.3.19              In collaboration with DEMARCO, the Project Manager shall
               establish and implement procedures for expediting the processing
               and approval of Drawings, Product Data, Samples and other
               submittals. The Project Manager shall review all Shop Drawings,
               Product Data, Samples and other submittals from the Contractors.
               The Project Manager shall coordinate submittals with information
               obtained in related documents and transmit to DEMARCO those such
               have been approved by the Project Manager. The Project Manager's
               actions shall be taken with such reasonable promptness as to
               cause no delay in the Work or in the activities of DEMARCO of
               Contractors.

2.3.20              The Project Manager shall record the progress of the
               Project. The Project Manager shall submit written progress
               reports to DEMARCO including information on each Contractor and
               each Contractor's Work, as well as the entire Project showing
               percentage of completion. The Project Manager shall keep a daily
               log containing a record of weather, each Contractor's Work on the
               site, number of workers, identification of equipment, Work
               accomplished, problems encountered, and other similar relevant
               data as DEMARCO may require.

2.3.21              The Project Manager shall maintain at the Project site for
               DEMARCO one record copy of all Contracts, Drawings,
               Specifications, addenda, Change Orders and other modifications,
               in good order and marked currently to record changes and
               selections made during Project, and in addition, approved
               Drawings, Product Data, Samples and similar required submittals.
               The Project Manager shall maintain records, in duplicate, of
               principal building layout lines, engineering specifications,
               electrical drawing layouts, as well as any other relevant data or
               drawing required to


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               perform the services required, and as certified by a qualified
               surveyor or professional engineer. The Project Manager shall make
               all such records available to DEMARCO and upon completion of the
               Project shall deliver them to DEMARCO.

2.3.22              The Project Manager shall arrange for the delivery, storage,
               protection and security of DEMARCO purchased materials, systems
               and equipment that are a part of the Project until such items are
               incorporated into the Project.

2.3.23              With DEMARCO's maintenance personnel or consent with when
               absent, the Project Manager shall review the Contractor's final
               Customer Completion Certificate, or observe as available the
               testing and start-up of the retrofit systems and equipment.

2.3.24              When the Project Manager considers each Contractor's Work or
               a designated portion thereof substantially complete, the Project
               Manager shall, jointly with the Contractor, prepare a list of
               incomplete of unsatisfactory items and a schedule for their
               completion. The Project Manager shall assist DEMARCO in
               conducting inspections to determine whether the Work or
               designated portion thereof is substantially complete.

2.3.25              The Project Manager shall coordinate the correction and
               completion of the Work. Following issuance of a Certificate of
               Substantial Completion of the Work or a designated portion
               thereof, the Project Manager shall evaluate the completion of the
               Work of the Contractors and make recommendations to DEMARCO when
               Work is ready for final inspection. The Project Manager shall
               assist DEMARCO in conduction of final inspections, or receive
               suitable assurances from Quality Control of their final
               completion.

2.3.26              The Project Manager shall secure and transmit to DEMARCO
               warranties and similar submittals required by the Contract
               Documents and deliver all keys, manuals, record drawings and
               maintenance stocks to DEMARCO. The Project Manager shall forward
               to DEMARCO a final Project Application for Payment upon
               compliance with the requirements of the Contract Documents.

2.3.27         Duties, responsibilities and limitations of authority of the
               Project Manager as set forth in the Contract Documents shall not
               be restricted, modified or extended without written consent of
               DEMARCO, Project Manager, and Contractors. Consent shall not be
               unreasonably withheld.


ARTICLE 3
ADDITIONAL SERVICES

3.1                 GENERAL

3.1.1               The services described in this Article 3 are not included in
               Basic Services unless so identified in Article 13, and they shall
               be paid for by DEMARCO as provided in this Agreement, in addition
               to the compensation for Basic Services. The Optional Additional
               Services described under paragraph 3.3 shall only be provided if
               authorized or confirmed in writing by DEMARCO. If services
               described under Contingent Additional Services in Paragraph 3.2
               are required due to circumstances beyond the Project Manager's
               control, the Project Manager shall notify DEMARCO prior to
               commencing such services. If DEMARCO deems that such services
               described under paragraph 3.2 are not required DEMARCO shall give
               prompt written notice to the Project Manager. If DEMARCO
               indicates in writing that


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               all or part of such Contingent Additional Services are not
               required, the Project Manager shall have no obligation to provide
               those services.

3.2                 CONTINGENT ADDITIONAL SERVICES

3.2.1               Providing services required because of significant changes
               in the Project including, but not limited to, changes in size,
               quality, complexity or DEMARCO's schedule.

3.2.2               Providing consultation concerning replacement of Work
               damaged by fire or other cause during Project, and furnishing
               services required in connection with the replacement of such
               Work.

3.2.3               Providing services made necessary by the termination or
               default of DEMARCO or a Contractor, by major defects or
               deficiencies in the Work of a Contractor, or by failure of
               performance of either DEMARCO or Contractor under a Contract for
               Project.

3.2.4               Providing services in evaluating an extensive number of
               claims submitted by a Contractor or others in connection with the
               Work.

3.2.5               Providing services in evaluating an extensive number of
               claims submitted by a Contractor or others in connection with the
               Work.

3.3                  OPTIONAL ADDITIONAL SERVICES

3.3.1               Providing services relative to the recruitment, selection,
               and training of personnel, acquisition of future facilities,
               systems implementation and integration, and equipment purchases.

3.3.2               Providing services to investigate existing conditions or
               facilities or to provide measured drawings thereof.

3.3.3               Providing services to verify the accuracy of drawings or to
               provide measured drawings thereof.

3.3.4               Providing services to verify the accuracy of drawings or
               other information furnished by DEMARCO.

3.3.5               Providing services required for or in connection with
               DEMARCO's selection or procurement of furniture, furnishings and
               related equipment included in fee.

3.3.6               Providing services for tenant improvements.

3.3.7               Providing any other services not otherwise included in this
               Agreement.


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ARTICLE 4
OWNER'S RESPONSIBILITY

4.1                 DEMARCO shall provide full information regarding
               requirements for the Project including a program which shall set
               forth DEMARCO's objective, schedule, constraints and criteria,
               including space requirements and relationships, flexibility,
               expansion capabilities, special equipment, systems, and site
               requirements.

4.2                 DEMARCO shall establish and update an overall budget for the
               Project based on consultation with the Project Manager which
               shall include the Project Cost, DEMARCO's other costs and
               reasonable contingencies related to all of these costs.

4.3                 If requested by the Project Manager, DEMARCO shall furnish
               evidence that financial arrangements have been made to fulfill
               DEMARCO's other costs and reasonable contingencies related to all
               of these costs.

4.4                 If requested by the Project Manager, DEMARCO shall furnish
               evidence that financial arrangements have been made to fulfill
               DEMARCO's obligations under this Agreement.

4.5                 DEMARCO shall designate a representative authorized to act
               on DEMARCO's behalf with respect to the Project. DEMARCO or such
               authorized representative, shall render decisions in a timely
               manner pertaining to documents submitted by the Project Manager
               in order to avoid unreasonable delay in the orderly and
               sequential progress of the Project Manager's service.

4.6                 DEMARCO shall furnish structural, mechanical, chemical, air
               and water pollution tests, tests for hazardous materials, and
               other laboratory and environmental tests, inspections and reports
               required by law or the Contract Documents.

4.7                 DEMARCO shall furnish all legal, accounting and insurance
               counseling services as may be necessary at any time for the
               Project, including auditing services DEMARCO may require to
               verify the Contractors' Applications for Payment or to ascertain
               how or for what purposes the Contractors have used the money paid
               by or on behalf of DEMARCO.

4.8                 DEMARCO shall furnish the Project Manager with a sufficient
               quantity of Project Documents.

4.9                 The services, information and reports required by Paragraph
               4.6 through 4.8 shall be furnished at DEMARCO's expense, and the
               Project Manager shall be entitled to rely upon the accuracy and
               completeness thereof.

4.10                Prompt written notice shall be given by DEMARCO or to the
               Project Manager if DEMARCO becomes aware of any fault or defect
               in the Project or nonconformance with the Contract Documents.

4.11                DEMARCO reserves the right to perform Project and operations
               related to the Project with DEMARCO's own forces, and to award
               contracts in connection with the Project which are not part of
               the Project Manager's responsibilities under this Agreement. The
               Project Manager shall notify DEMARCO if any such independent
               action will interfere with the Project Manager's ability to
               perform the Project Manager's responsibilities under this
               Agreement. When performing Project or operations related to the
               Project, DEMARCO agrees to be subject to the same obligations and
               to have the same rights as the Contractors.

4.12                Information or services under DEMARCO's control shall be
               furnished by DEMARCO with reasonable promptness to avoid delay in
               the orderly progress of the Project Manager's services and the
               progress of the Work.


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ARTICLE 5
PROJECT COSTS

5.1                 DEFINITION

5.1.1               The Project Costs shall be the total cost or estimated cost
               of DEMARCO of all elements of the Project.

5.1.2               The Project Cost shall include the cost a current market
               rates of labor and materials furnished by DEMARCO and equipment
               designed, specified, selected, or specially provided for by
               DEMARCO, plus a reasonable allowance for the Contractors'
               overhead and profit. In addition, a reasonable allowance for
               contingencies shall be included for market conditions at the time
               Except as provided in Subparagraph 5.1.3; Project cost shall also
               include the compensation of the Project Manager and Project
               Manager's consultants.

5.1.3               Project Cost does include the compensation of DEMARCO and
               Owners' consultant, costs of the land, right-of-way, financing or
               other costs which are the responsibility s DEMARCO as provided in
               Article 4. If any portion of the Project Manager's compensation
               is based upon a percentage of Project Cost, then Project Cost,
               for the purpose of determining such portion, shall include the
               compensation of the Project Manager or Project Manager's
               consultants.

5.2                 RESPONSIBILITY FOR PROJECT COST

5.2.1               Evaluations of DEMARCO's Project budget, preliminary
               estimates of Project Cost and detailed estimates of Project Cost
               prepared by the Project Manager represent the Project Manger's
               best judgement as a person or entity familiar with the Project
               industry. It is recognized, however, that neither the Project
               Manager nor DEMARCO has control over the cost of labor, materials
               or equipment, over Contractor's methods of determining bid
               prices, or over competitive bidding, market or negotiating
               conditions. Accordingly, the Project Manager cannot and does not
               warrant or represent that bids or negotiated prices will not vary
               from the Project budget proposed, established or approved by
               DEMARCO, or from any cost estimate or evaluation prepared by the
               Project Manger.

5.2.2               No fixed limit of Project Cost shall be established as a
               condition of this Agreement by the furnishing, proposal or
               establishment of a Project budget unless such fixed limit has
               been agreed upon in writing and signed by the parties hereto. If
               such a fixed limit has been established, the Project Manager
               shall be permitted to include contingencies for design, bidding,
               and price escalation, and shall consult with DEMARCO to determine
               what materials, equipment, component systems and types of Project
               are to be included in the Project Documents, to suggest inclusion
               of alternate bids in the Project Documents to adjust the Project
               Cost to the fixed limit. Fixed limits, if any, shall be increased
               in the amount of any increase in the Contract Sums occurring
               after execution of the Contracts for Project.

5.2.3               If the Bidding or Negotiating Phase has not commenced within
               90 days after submittal of the Project Documents to DEMARCO, any
               Project budget or fixed limit of Project Cost shall be adjusted
               to reflect changes in the general level of prices in the Project
               industry between the date of submission of the Project Documents
               to DEMARCO and the date on which proposals are sought.


<PAGE>   12


5.2.4               If a fixed limit of Project Cost (adjusted as provided in
               Subparagraph 5.2.3) is exceeded by the sum of the lowest bonafide
               bids or negotiated proposals plus the Project Manager's estimate
               or other elements of Project Cost for the Project, DEMARCO shall:

              11)  give written approval or an increase in such fixed limit;

              12)  authorize rebidding or renegotiating of the Project within a
                   reasonable time;

              13)  if the Project is abandoned, terminate in accordance with
                   paragraphs 3; or

              14)  cooperate in revising the Project scope and quality as
                   required to reduce the Project Cost.

ARTICLE 6
PROJECT SUPPORT ACTIVITIES

6.1                 Project Support activities, if provided by the Project
               Manager, shall be governed by separate contractual agreements
               unless otherwise provided in Article 13.

6.2                 Reimbursable expenses listed in Article 13 for Project
               support activities nay be subject to trade discounts, rebates,
               refunds and amounts received from sales or surplus materials and
               equipment which shall accrue to DEMARCO, and the Project Manager
               shall make provisions so that they can be accrued.


ARTICLE 7
OWNERSHIP AND USE OF OWNER'S DRAWINGS,
SPECIFICATIONS AND OTHER DOCUMENTS

7.1                 The Drawings, Specifications and other Documents prepared by
               DEMARCO are instruments of DEMARCO's service through which the
               Work to be executed by the Contractors is described. The Project
               may retain one record set. The Project Manager shall not own or
               claim a copyright in the Drawings, Specifications and other
               Documents prepared by PG&E ES, DEMARCO, OR CUSTOMER; and copies
               thereof furnished to the Project Manager, are for the use solely
               with the respect to this Project. They are not to be used by the
               Project Manager on other Projects or for additions to this
               Project outside the scope of the Work without the specific
               written consent of DEMARCO. The Project Manager is granted a
               limited license to use and reproduce applicable portions of the
               Drawings. Specifications and other documents prepared by the
               Architect appropriate to and for use in the performance of the
               Project Manager's services under this Agreement.

               All copies made under this license shall bear the statutory
               copyright notice, if any, shown on the Drawings, Specifications
               and other Documents prepared by the Architect of such drawing.
               Submittal or distribution to meet official regulatory
               requirements or for other purposes in connection with this
               Project is not to be construed as publication in derogation of
               the Architect's copyright or other reserved rights. This
               Agreement shall be specifically enforceable in accordance with
               applicable law in any court having jurisdiction thereof.


<PAGE>   13


ARTICLE 8
TERMINATION, SUSPENSION OR ABANDONMENT

9.1                 This Agreement may be terminated by either party upon not
               less than seven days' written notice should the other party fail
               substantially to perform in accordance with the terms of this
               Agreement through no fault of the party initiating the
               termination.


9.2                 If the Project is suspended by DEMARCO for more than 30
               consecutive days, the Project Manager shall be compensated for
               services performed prior to notice of such suspension. When the
               Project is resumed, the Project Managers' compensation shall be
               equitable adjusted to provide for expenses incurred in the
               interruption and resumption of the Project Manager's services.

9.3                 This Agreement may be terminated by DEMARCO upon not less
               than seven days' written notice to the Project Manager in the
               event that the Project is permanently abandoned. If the Project
               is abandoned by DEMARCO for more than 90 consecutive days, the
               Project Manager may terminate this Agreement by giving written
               notice.

9.4                 Failure of DEMARCO to make Payments to the Project Manager
               in accordance with this Agreement shall be considered substantial
               nonperformance and cause for termination.

9.5                 If DEMARCO fails to make payment when due the Project
               Manager for services and expenses, the Project Manager may, upon
               seven days' written notice to DEMARCO, suspend performance of
               services under this Agreement. Unless payment in full is received
               by the Project Manager within seven days of the date of the
               notice, the suspension shall take effect without further notice.
               In the event of a suspension of services, the Project Manager
               shall have no liability to DEMARCO for delay or damage caused to
               DEMARCO because of such suspension of services.

9.6                 In the event of termination not the fault of the Project
               Manager, the Project Manager shall be compensated for services
               performed prior to termination, together with Reimbursable
               Expenses then due and all Termination Expenses as defined in
               Paragraph 9.7

9.7                 Termination Expenses are those costs directly attributable
               to termination for which the Project Manager is not otherwise
               compensated.


ARTICLE 9
MISCELLANEOUS PROVISIONS

10.1                Unless otherwise provided this Agreement shall be governed
               by the law of the place where the Project is located.

10.2                Terms in this Agreement shall have the same meaning as those
               in the edition of AIA Document A201/Cma. General Conditions of
               the Contract for Project. Project Manager-Advisor Edition,
               current as of the date of this Agreement.

10.3                Causes of action between the parties to this Agreement
               pertaining to acts of failures to act shall be deemed to have
               accrued and the applicable status of limitations shall commence
               to run not later than either the date of Substantial Completion
               for acts or failures to act occurring prior to Substantial
               Completion, or the date of issuance of the final Project
               Certificate for Payment for acts or failures to act occurring
               after Substantial Completion.

10.4                Waiver of Subrogation. DEMARCO and Project Manager waive all
               rights against each other and against PG&E ES, the Contractors,
               consultants, agents and any of them, for damages, but only to the
               extent covered by property


<PAGE>   14


               insurance during Project, except such rights as they may have to
               the proceeds of such insurance as set forth in the edition of AIA
               Document A201/Cma General Conditions of the Contract for Project,
               Project Manager-Advisor Edition, current as of the date of this
               Agreement. DEMARCO and Project Manager each shall require similar
               waivers from their Contractors, Architect, consultants, agents,
               and persons or entities awarded separate contracts administered
               under DEMARCO's own forces.

10.5                DEMARCO and Project Manager, respectively, bid themselves,
               their partners, successors, assigns and legal representatives to
               the other party to this Agreement and to the partners,
               successors, assigns and legal representatives of such other party
               with respect to all covenants of this Agreement. Neither Owner
               nor Project Manager shall assign this Agreement without the
               written consent of the other.

10.6                This Agreement represents the entire and integrated
               agreement between DEMARCO and Project Manager and supercedes all
               prior negotiations, representations or agreements, either written
               or oral. This Agreement may be amended only by written instrument
               signed by both Owner and Project Manager.

10.7                Nothing contained in this Agreement shall create a
               contractual relationship with or a cause of action in favor of a
               third party against either DEMARCO or Project Manager.

10.8                Unless otherwise provided in this Agreement, the Project
               Manager and the Project Manager's consultants shall have no
               responsibility for the discovery, presence, handling, removal or
               disposal of or exposure of persons to hazardous materials in any
               form at the Project site, including but not limited to asbestos,
               asbestos products, polychlorinated bipheryl (PCB) of other toxic
               substances.


ARTICLE 10
INSURANCE

11.1                PROJECT MANAGER'S LIABILITY INSURANCE

11.1.1              The Project Manager shall purchase from and maintain in a
               company or companies lawfully authorized to do business in the
               jurisdiction In which the Project is located such insurance as
               will protect the Project Manager from claims set forth below
               which may arise out of or result from the Project Manager's
               operations under this Agreement and for which the Project Manager
               may be legally liable.

1.                       Claims under workers compensation, disability benefit
                    and other similar employee benefit acts which are applicable
                    to the operation to be performed;

2.                       Claims for damages because of bodily injury,
                    occupational sickness or disease, or death of the Project
                    Manager's employees;

3.                       Claims for damages because of bodily injury, sickness,
                    or disease, or death of any person other than the Project
                    Manager's employees;

4.                       Claims for damages insured by usual personal injury
                    liability coverage which are sustained (1) by a person as a
                    result of an offense directly or indirectly related to
                    employment of such person by the Project Manager, or (2) by
                    another person;

5.                       Claims for damages, other than to the Work itself,
                    because of injury to or destruction of tangible property,
                    including loss of use resulting therefrom;


<PAGE>   15


6.                       Claims for damages because of bodily injury, death of a
                    person or property damage arising out of ownership,
                    maintenance or use of a motor vehicle.

11.1.2              The insurance required by subparagraph 11.1.1 shall be
               written for not less than limits of liability specified in
               Article 13 or required by law, whichever coverage is greater.
               Coverages, whether written on an occurrence or claims-made basis,
               shall be maintained without interruption from date of
               commencement of operations under this Agreement until date of
               final Payment and termination of any coverage required to be
               maintained after final payment.


ARTICLE 11
PAYMENTS TO THE PROJECT MANAGER

11.1                DIRECT PERSONNEL EXPENSE

11.1.1              Direct Personnel Expense is defined as the direct salaries
               of the Project Manager's personnel engaged on the Project and the
               portion of the cost of their mandatory and customary
               contributions and benefits related thereto, such as employment
               taxes and other statutory employee benefits, insurance, sick
               leave, holidays, vacations, pensions and similar contributions
               and benefits.

11.1.2              Salaries and fringes of persons designated as Project
               Managers for Projects listed in Attachment "B" as well as
               salaries; fringes of office personnel are included in the fee as
               shown in Article 13. The Project Manager's home office overhead
               is also included in the fee arrangement with the exception of
               those items identified in Article 11.2 Reimbursable expenses and
               as outlines in Attachment "C".

11.1.3              The Project Manager is required to utilize DEMARCO personnel
               in each area of the Project, and when these positions are either
               unable to satisfactorily perform or are entirely absent from the
               organization, the Project Manager may utilize their own staff and
               bill DEMARCO for the Direct Personnel Expense, coupled with a
               letter of recommendation to hire. This recommendation should
               include opinions regarding types of personnel, quantity,
               education, and experience backgrounds, plus any and all other
               qualification identifications used to assist in the recruiting,
               selection processing, training, and management of such personnel.

11.2                REIMBURSEMENT EXPENSES

11.2.1              Reimbursement Expenses are in addition to compensation for
               Basic and Additional Services and include expenses incurred by
               the Project Manager and Project Manager's employees and
               consultants in the interest of the Project, as identified in the
               following Clauses.

11.2.1              Expense of transportation in connection with the Project;
               expenses in connection with authorized out-of-town travel;
               long-distance communications; and fees paid for securing approval
               of authorities having jurisdiction over the Project.

11.2.1.2            Expense of transportation in connection with the Project;
               expenses in connection with authorized out-of-town travel;
               long-distance communications; and fees paid for securing approval
               of authorities having jurisdiction over the Project.


<PAGE>   16


11.2.1.2            Expense of reproductions, postage, express deliveries,
               electronic facsimile transmissions and handling of Drawings,
               Specifications and other documents.

11.2.1.3            If authorized in advance by DEMARCO, expense of overtime
               work requiring higher than regular rates.

11.2.1.4            Insurance- No additional charges for Insurance.

11.3                PAYMENTS ON ACCOUNT OF BASIC SERVICES

11.3.1              The payment schedule, as set forth in Paragraph 12.1, is the
               minimum payment under this Agreement.

11.3.2              Subsequent payments for Basic Services shall be made monthly
               within and, where applicable, shall be in proportion to services
               performed within each phase of service, on the basis set forth in
               Subparagraph 12.2.1.

11.3.3              If and to the extent that the time initially established in
               Subparagraph 12.5.1 of this Agreement is exceeded or extended
               through no fault of the Project Manager, compensation for any
               services rendered during the additional period of time shall be
               computed in the manner set forth in Subparagraph 12.3.1.

11.3.4              When compensation is based on a percentage of Project Cost
               and any portions of the Project are deleted or otherwise not
               constructed, compensation for those portions of the Project shall
               be payable to the extent of services are performed on those
               portions, in accordance with Subparagraph 12.2.1 based on (1) the
               lowest bona fide bids or negotiated proposals, or (2) if no such
               bids or proposals are received, the latest approved estimate of
               such portions of the Project.

11.4                PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
          AND REIMBURSEABLE EXPENSES

11.4.1              Payments on account of the Project Manager's Additional
               Services and for Reimbursable Expenses shall be made monthly upon
               presentation of the Project Manager's statement of services
               rendered or expenses incurred.

11.5                PAYMENTS WITHHELD

11.5.1              No deduction shall be made from the Project Manager's
               compensation on account of penalty, liquidated damages or other
               sums withheld from payments to Contractors, or on account of the
               cost of changes in Work other than those for which the Project
               Manager has been found to be liable.

11.6                PROJECT MANAGER'S ACCOUNTING RECORDS

11.6.1              Records of reimbursable Expenses and expenses pertaining to
               Additional Services and Services performed on the basis of a
               multiple of Direct Personnel Expense shall be available to
               DEMARCO or DEMARCO's authorized representatives at mutually
               convenient times.


<PAGE>   17


ARTICLE 12
BASIS OF COMPENSATION

DEMARCO shall compensate the Project Manager as follows:

12.1                BASIC COMPENSATION

12.2.1              For Basic Services, as described in Article 2, and any other
               services included in Article 13 as part of Basic Services. Basic
               Compensation shall be computed as follows: 1. The Project Manager
               shall be paid a fee equal to _________________ for timely
               completion of their responsibilities and scope of work as
               outlined by DEMARCO and PG&E ES.

12.3                COMPENSATION FOR ADDITIONAL SERVICES

12.3.1              FOR ADDITIONAL SERVICES OF THE Project MANAGER, as described
               in Article 3, and any other services included in Article 13 as
               Additional Services, compensation shall be computed according to
               ATTACHMENT "D" of this Agreement.

12.4                REIMBURSABLE EXPENSES

                    See Attachment "C".

12.4.1              FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2
               and any other items included in Article 13 as Reimbursable
               Expenses, a multiple of One(1) times the expenses incurred by the
               Project Manager and the Project Manager's employees and
               consultants in the interest of the Project.

12.5                ADDITIONAL PROVISIONS

12.5.1              IF THE BASIC SERVICES covered by this Agreement have not
               been completed within Twelve (12) months or the date hereof,
               through no fault of the Project Manager, extension of the Project
               Manager's services beyond that time shall be compensated as
               provided in Subparagraphs 10.3.3 and 10.3.1.

12.5.2              Payments are due and payable Thirty (30) days from the date
               of the Project Manager's invoice. Amounts unpaid Thirty (30) days
               after the invoice date shall bear interest at the rate entered
               below, or in the absence thereof at the legal rate prevailing
               from time to time at the principal place of business of the
               Project Manger.

                    Interest rate is Prime plus Two(2) points.

                    (Usury laws and requirements under the Federal Truth in
               Lending Act, similar state and local consumer credit laws and
               other regulations at DEMARCO's and Project Manager's principal
               places of business, the location of the Project and elsewhere may
               affect the validity of this provision. Specific legal advice
               should be obtained with respect to deletions or modifications,
               and also regarding requirements such as written disclosures or
               waivers)

12.5.3              The rates and multiples set forth for Additional Services
               shall be annually adjusted in accordance with normal salary
               review practices of the Project Manager.


<PAGE>   18


ARTICLE 13
OTHER CONDITIONS OR SERVICES

                    SEE Attachment "C"

13.1                LIMITS ON INSURANCE


               The Insurance required by Article 9 shall be written for not less
               than the following limits required by law:

               Project Manager shall furnish and maintain a liability policy
               having DEMARCO a Co-Insured with minimum coverage of One Million
               Dollars ($1,000,000.00).

         This Agreement is dated the of , 1999. The laws of the State of Texas
shall govern this Strategic Partnership Agreement and venue is the County of
Travis. The parties executing this Agreement warrant and guarantee that they
have full individual and/or corporate authority to enter into such an Agreement.
All parties have read, understood, and agreed to the terms and conditions of
this Strategic Partnership Agreement.

BY: LMCLite Applied Sciences, Inc.  BY:  DeMarco Energy Systems of America, Inc.



----------------------------        ----------------------------
Jim Arvidson, President             Victor M. DeMarco, President



----------------------------        ----------------------------
Date                                Date


<PAGE>   19


ATTACHMENT "A"
PROJECT DESCRIPTION

The timely assessment and completion of the Projects of DEMARCO as submitted
specifically as energy efficient lighting retrofit service work orders issued by
Pacific Gas and Electric Energy Services (hereinafter, "PG&E ES") and as they
relate to the management of the sub-contractors and relationships with those
individuals, agents, contractors, and/or companies involved with lighting
retrofit services for and on behalf of DEMARCO projects. Where this project is
not limited to a geographic region, but wherever it is feasible to perform
lighting retrofit and energy management services as determined by DEMARCO and
LMC. Each Work Order submitted by PG&E ES to DEMARCO shall be considered an
attachment to this agreement as periodically outlined in Attachment "B", and
shall become subject to the terms of this agreement. The scope of work for each
location shall be determined by a separate agreement entitled as TURNKEY ENERGY
EFFICIENT LIGHTING RETROFIT AGREEMENT agreed to by and between the customer and
DEMARCO or as otherwise determined by a PG&E ES energy services agreement, and
shall be included as a subsection to Attachment "B" of this agreement.
Additional terms of this project and relationship are submitted as
ATTACHMENT "C."


<PAGE>   20



ATTACHMENT "B"
PROJECT LISTING

FACILITY #                          PROJECT LOCATION          BUDGET
----------                          ----------------          ------

TOTAL PROJECTS BUDGET:                                        $
                                                              ------


<PAGE>   21



ATTACHMENT "C"
REIMBURSABLE EXPENSES
(Not Included in Fee Compensation)

Cost of all travel and transportation related expenses - (Both home office and
project locations)

Project related long distance communications cost.

All fees and permits, should they be required.

Cost of reproductions and express mail delivery.

Cost of Project site office requirements.


<PAGE>   22



ATTACHMENT "D"
ADDITIONAL PROJECTS

At DEMARCO's discretion should additional Projects not included in Attachment
"A" be assigned to the Project Manager and those additional Projects run
concurrent to those in Attachment "B" a fee to be agreed upon at such date for
the costs associated with recruiting, selection processing, and training will be
added as a portion of overhead to LMC, and added after the standard bid has
been. All other terms and conditions of this Contract shall be applicable


<PAGE>   23



ATTACHMENT "E"
BASIS OF COMPENSATION

The basis for compensation is as follows:

A)       Conducting energy audits, energy feasibility studies, scope of work
         assessment, project bidding, lighting system removal or demolition,
         lighting system installation or retrofit, and energy management
         services for commercial, industrial, and institutional applications.

B)       Identifying, contracting and managing the services of field
         contractors/personnel to perform lighting retrofit services.

C)       Researching the procedures, LMCnology/products, and uniqueness in
         assemblage currently specified by Pacific Gas & Electric Energy
         Services (hereinafter, "PG&E-ES") as an acceptable energy efficient
         lighting retrofit, and then replicating such procedures,
         LMCnology/products, and uniqueness in assemblage as a DEMARCO
         commercial facility retrofit standard.

D)       Engineering and implementing a system to manage the logistics of
         personnel and inventory requirements to conduct lighting retrofit
         services.

E)       Maintaining a `Best In Class' reputation as maintained by PG&E-ES and
         as determined by overall market standards.

F)       Organizing the timely delivery standards specified by PG&E-ES and as
         outlined within their client sales contracts and work orders.

G)       Maintaining a standard of excellence in customer interaction and
         satisfaction established as tradition by PG&E-ES and jointly determined
         as the benchmark for an acceptable customer retrofit and client
         contract fulfillment.

H)       Represent LMC services as being performed by DEMARCO and conducted with
         the highest standards in customer satisfaction and service.