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                                                                   EXHIBIT 10.01


               PG&E ENERGY SERVICES SUBCONTRACTOR MASTER AGREEMENT
                    FOR ENERGY RELATED EQUIPMENT AND SERVICES

THIS SUBCONTRACTOR MASTER AGREEMENT ("Master Agreement"), effective as of August
23, 1999 ("Effective Date), is made and entered into between PG&E ENERGY
SERVICES CORPORATION, a California corporation with principal offices at 345
California Street, Suite 3200, San Francisco, California 94104 ("PG&E ES") and
DEMARCO ENERGY SYSTEMS OF AMERICA, INC., a Utah Corporation, with principal
offices au 12885 Highway 183, Suite 108-A, Austin, Texas 78750
("SUBCONTRACTOR").

ARTICLE 1. RECITALS

1.1 Whereas, SUBCONTRACTOR is in the business of providing, among other products
and services, certain energy related equipment and services (as hereinafter
defined) to its customers; and

1.2 Whereas, PG&E ES has or will be executing agreements with various Customers,
including Facility owners and/or tenants ("Customers"), to provide certain
energy related equipment; and

1.3 Whereas, PG&E ES desires to retain SUBCONTRACTOR to design, provide, install
and optionally maintain and/or operate certain specified energy related
equipment ("Energy Related Equipment") hereinafter described; and

1.4 Whereas, this Master Agreement sets forth the general terms and conditions
for SUBCONTRACTOR to design, provide, install and optionally maintain and/E
operate the Energy Related Equipment, as requested by FG&E ES on a work order
basis ("Work Order, as a subcontractor to E&E ES. Individual Work Orders will be
issued under his Master Agreement which shall constitute Amendments to this
Master Agreement and will be fully incorporated herein. Each Work Order will
identify the Customer: individual Site Locations where the work will be
performed: Scope of Work including description of Energy Related Equipment and
other related equipment to be provided; Project Schedule; compensation: any
changes to Warranty provisions for equipment provided; if the Operations and
Maintenance ("O&M") provisions shall apply and any modifications to such C&M
provisions that shall apply to the Work Order: changes to the insurance
requirements for SUBCONTRACTOR's subcontractors; and whether or not Performance
Bonds shall be required tr the Work Order work; and

NOW. THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, the Parties agree as follows:


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"PG&E Energy Services is not the same company as Pacific Gas and Electric
Company. the utility PG&E Energy Services is not regulated by the California
Public Utilities Commission; and you do not have to buy PG&E Energy Services
products in order to continue to receive quality regulated services from Pacific
Gas and Electric Company. the utility."


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ARTICLE 2. WORK ORDER

2.1 GENERAL PROVISIONS. Work under this Master Agreement shall be performed on a
Work Order basis as requested by PG&E ES. Each Work Order issued by PG&E ES
shall be executed by both Parties and will serve as authorization for
SUBCONTRACTOR to commence work as described in the Work Order. Each Work Order
shall be subject to all the terms and conditions of this Master Agreement, but
shall constitute a separate and independent performance obligation of the part
of SUBCONTRACTOR and payment obligation of PG&E ES. The Work Order may not
modify the Master Agreement general terms and conditions except in regards to
the Warranty; Operations and Maintenance obligations; SUBCONTRACTOR's
subcontractors insurance coverage; and whether or not Performance Bonds will be
required for the Work Order Work. Each Work Order. a sample form is attached as
EXHIBIT A to this Master Agreement. may include additional information but shall
include all of the following information:

A)   PG& E ES Contract Number assigned to this Master Agreement; and

B)   Date of the Work Order and Work Order Number; and

C)   Identification of Customer who owns and/or leases the Facility, or
     Facilities, where the Work will be performed; and

D)   All Facility Site Locations where Work will be performed,' and

E)   Scope of Work, including description of the Energy Related Equipment to be
     provide; and

F)   Project Schedule, including commencement date, substantial completion date,
     and Operational Date; and

G)   Contract Amount for Work Order including schedule of payment, and payment
     terms; and

H)   Indication of whether or not standard Operations and Maintenance ("O&M")
     provisions apply and if so, details of the O&M provisions and any changes
     or modifications to the O&M terms; and

I)   Changes to standard Warranty provisions. if any.

Any other changes or modifications to the general terms and conditions of the
Master Agreement shall require an amendment to the Master Agreement.

2.2 EFFECT OF CHANGES AND MODIFICATIONS TO MASTER AGREEMENT O&M AND WARRANTY
PROVISIONS. Each Work Order may include changes and/or modifications to the
standard Master Agreement provisions as to O&M, Warranty, Performance Bond, and
insurance requirements tr SUBCONTRACTOR's lower tiered subcontractors. If such
changes are made, those changes shall affect only the individual Work Order and
shall not affect the standard Master Agreement provisions or previously and/or
subsequently issued Work Orders.


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ARTICLE 3. SCOPE OF WORK

3.1 GENERAL PROVISIONS. SUBCONTRACTOR shall design, procure, install, and
optionally, operate, and maintain at each Site Location the Energy Related
Equipment, and any other material, hardware, or software, as identified in the
Work Order.

3.2 PERMITS. SUBCONTRACTOR shall obtain any and all necessary permits to
complete the Work, as described herein, and as identified in the Work Order.

3.3 INSTALLATION/CONSTRUCTION PHASE. SUBCONTRACTOR shall provide or cause the
Work to be performed including, but not limited to, providing all labor,
ma-dais, equipment, tools, transportation and other facilities and services
necessary for the proper design. procurement and installation of the Energy
Related Equipment. If Work includes Construction, as defined in Exhibit B, the
terms and conditions of Article 6 herein shall apply.

3.4 LICENSING. SUBCONTRACTOR shall possess any and all licenses required by
Applicable Laws to complete the Work, and if specified in the Work Order, to
operate and maintain the installed Energy Service Equipment. If SUBCONTRACTOR
does not possess a required license- SUBCONTRACTOR shall either acquire the
license prior to start of Work or shall subcontract such Work to a contractor
who possesses the required license to perform the Work and who shall perform the
Work for which a license is required.

ARTICLE 4. PERFORMANCE

4.1 PROJECT SCHEDULE AND STANDARD OF PERFORMANCE. SUBCONTRACTOR shall
diligently, and competently perform the Work set forth in all Work Orders, All
work performed will comply with standards for comparable work performed by
reputable contractors working in the same geographical area where the Work will
be performed. A Project Schedule will be attached to each Work Order,

4.2 ACCESS TO SITE LOCATIONS. SUBCONTRACTOR shall be solely responsible for
coordinating directly with the Customer regarding all issues related to access C
he Site Location to perform the Work.

4.3 DIRECTION TO SUBCONTRACTOR. SUBCONTRACTOR shall take direction only from
PG&E ES, or as otherwise designated in writing by PG&E ES, and -or from Customer
or others, unless directed because of immediate safety concerns- All requests
for additional Work, changes - Work, and/or direction from the Customer or
others shall Ce forwarded to PO&E ES' Project Manager for prior written approval
Dr denial prior to acting on such requests- If SUBCONTRACTOR performs such work
requested without PG&E ES' prior written approval, SUBCONTRACTOR shall not
receive any additional compensation or time for such unauthorized work.

4.4 REQUESTS FOR ADDITIONAL WORK. SUBCONTRACTOR shall perform the Work as
specified in each Work Order. SUBCONTRACTOR is under no obligation to perform
additional work which exceeds the Scope of Work described in the Work Order.
During the performance of Work, PG&E ES may request SUBCONTRACTOR E perform
additional work, outside the Scope of Work, and such new work shall be
authorized by a new or amended Work Order. If, during the performance of the
Work, SUBCONTRACTOR is requested to perform work under the existing Work Order
that SUBCONTRACTOR believes is outside the Scope of Work identified in the Work
Order,


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SUBCONTRACTOR shall provide written notice of same to PG&E ES within three (3)
working days of SUBCONTRACTOR receipt of notice of such request If the Work is
teemed by PG&E ES to be outside the original Scope of Work, a new or amended
Work Order for the additional work shall be issued. If PG&E ES deems said work
to be within the Work Order Scope of Work, SUBCONTRACTOR shall perform such
work. But may do so under protest for additional compensation and/or time and
such protests shall be resolved in accordance with terms of Section 11.3 herein.

4.5 MATERIAL CHANGED CONDITION. If, during the performance of the Work,
SUBCONTRACTOR believes that a Material Changed Condition is impacting or will
impact the Work requiring additional time and/or compensation, SUBCONTRACTOR
shall provide written notice of same to PG&E ES within Three (S) working days of
SUBCONTRACTOR's notice of such Changed Condition, the anticipated time of delay
and/or the estimated additional costs associated with the Material Changed
Condition. SUBCONTRACTOR shall continuously update PO&E ES as to the impact of
the Material Change Condition. If PG&E ES agrees that there is a Material
Changed Condition, a new or amended Work Order shall be issued to increase time
and/or compensation. A Material Changed Condition shall be defined as one or
more of the following conditions that impact the Project Schedule ("Time".)
and/or Cost: 1) parties outside the control of SUBCONTRACTOR caused delays in
Project Schedule; 2) discovery of differing and unexpected site conditions which
were not previously disclosed by Customer and could not have been readily
discoverable by SUBCONTRACTOR prior start of Work; 3) discovery of hazardous
wastes or material which was not previously disclosed: (4) adverse weather
conditions not reasonably anticipated: and (5) any other condition that could
not have been reasonably anticipated by the Parties and is outside
SUBCONTRACTOR's control, If there is a disagreement between PG&E ES and
SUBCONTRACTOR as to whether or not there 5 a Material Change Condition, those
disputes shall be resolved in accordance with the provisions of Section 11.3 of
this Master Agreement.

4.6 OWNERSHIP OF ENERGY RELATED EQUIPMENT. Until the Operational Date,
Substantial Completion. and PG&E ES has made final payment of the Contract
Amount as defined in the Work Order, all rights and liabilities of ownership of
such Energy Related Equipment shalt remain with the SUBCONTRACTOR, or its
subcontractors, hereunder.

4.7 FORCE MAJEURE. SUBCONTRACTOR shall use its best efforts to achieve
completion of each Work Order in accordance with the Project Schedule set forth
n the applicable Work Order, Performance by either PG&E ES and SUBCONTRACTOR
shall not be deemed in default nor shall either Panty be held responsible for
any delays that are caused by acts of God, flood, earthquake, unusually severe
weather, drought, fire, lightning or other natural catastrophes: or events
outside their control including war riot: civil disturbance or disobedience;
sabotage; terrorism; strikes; unavoidable accidents: relocation or construction
of facilities by others, or shutdown of facilities for repair, maintenance or
failure by others: strike; lockout; labor disturbance; freight embargoes; acts
or failure to act of any regulatory public or governmental agency or entity; or
any other matter beyond the reasonable control of the Party so obligated,
whether similar to matters herein enumerated or not. in the event either Party
experiences a delay in performance that was caused by events beyond its control,
the delayed Party shall provide a written notice of same within three (3)
working days to the other Panty. Delayed performance shall be excused for the
period of delay, and the time for performance shall be extended for a period
equivalent to the period of delay; provided, however, that the Party delayed or
prevented from



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performance of Work per the terms of the Work Order has notified the other of
such delay or prevention of performance within three (3) days of the inception
thereof; and n-as thereafter kept said Panty regularly informed of the status of
such delay or prevention of performance.

ARTICLE 5. COMPENSATION

5.1 GENERAL PROVISIONS. For performance of Work as set for I-n each Work Order,
PG&E ES will pay SUBCONTRACTOR Contract Amount and in the manner indicated in
each Work Order. PO&E ES will pay progress payments for Work completed to date,
or for the entire Work on a lump sum basis after the Work is completed, or other
payment arrangement. as specified in the Work Order, upon receipt for
SUBCONTRACTOR's invoice and in accordance with Section 5-3 herein.

5.2 INVOICES. SUBCONTRACTOR shall submit its invoice for payment to PC&E ES on a
monthly basis, or as specified in the Work Order, to the PG&E ES Project Manager
identified in the Work Order.

5.3 PAYMENT/RETENTION. Al invoices properly submitted by SUBCONTRACTOR, inducing
applicable waivers and releases, in accordance with this Master Agreement and
applicable Work Order will be paid by PG&E ES within fifteen (15) days of
receipt of such invoice, less a ten (-D%) retention ("Retention") (identified by
SUBCONTRACTOR in each invoice). unless an invoice contains a disputed amount,
whereupon PC&E ES shall make a partial payment to SUBCONTRACTOR for the
undisputed amount, minus the Retention, and PG&E ES shall withhold the disputed
amount until the dispute is resolved by the Parties. Except for Retention
amounts expended by PG&E ES to correct SUBCONTRACTOR's defective work or to
complete the Work not completed by SUBCONTRACTOR, the -'Il Retention amount
shall be paid to SUBCONTRACTOR a te time of the Work Order final payment.

ARTICLE 6. CONSTRUCTION ACTIVITIES

6.1 GENERAL PROVISIONS. This Article shall apply only to those Work Orders that
include Construction as defined herein that will be performed by SUBCONTRACTOR,
or SUBCONTRACTOR's subcontractor.

6.2 CONSTRUCTION DEFINED. Work to be performed shall be defined as Construction
Work if it includes any of the activities defined as Construction in EXHIBIT 3.
Definitions, attached hereto and incorporated herein.

6.3 LICENSING. if the Work to re performed by SUBCONTRACTOR includes
Construction. as defined in EXHIBIT B, any and all Construction activities must
be performed by Licensed Contractors, or speciality Licensed Contractors (such
as required when disturbing asbestos or other Hazardous Materials), as required
by Applicable Law. If Construction Work includes certain design work that
requires engineering plans, specifications, and/or drawings. such documents must
be signed by an appropriately licensed engineer, and/or architect as required by
Applicable Law. if SUBCONTRACTOR does not possess any of the required license or
licenses, SUBCONTRACTOR shall subcontract that portion of the Work to a
subcontractor, or subcontractors, who possess the required license or licenses
and who shall perform such work at no additional cost to PS&E ES.


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6.4 PERFORMANCE BONDS.

6.4.1 PERFORMANCE BOND. SUBCONTRACTOR shall provide PG&E ES at the time of
executing a Work Order, unless otherwise specified in the Work Order, an
executed Performance Bond for the Construction portion. or all, of the Work.
Such Performance Bond shall be in the amount of one hundred percent (100%) of
the Contract Amount for the Construction Work portion. or all, of the Work
defined in the Work Order, in a form and secured by a surety acceptable to PG&E
ES, that shall condition the faithful performance of the Construction Work
within the time identified in the Work Order. If SUBCONTRACTOR fails to complete
the Construction Work within such time, or such extension thereof as may be
allowed, the Work Order may be terminated and if so terminated. PG&E ES shall
not thereafter pay or allow SUBCONTRACTOR any further compensation for any
Construction Work cone by SUBCONTRACTOR under said Work Order, and SUBCONTRACTOR
or its surety shall be liable to POSE ES for all loss or damage which it may
suffer because of SUB CONTRACTOR's failure to complete the Construction Work
within such time.

6.4.2 NOTIFICATION OF SURETY COMPANIES. All the surety companies providing the
Performance Bond shall familiarize themselves with all or the terms and
conditions of the Master Agreement and Work Order and they waive tine right of
special notification of any change or modification of the Master Agreement, Work
Order, extension of time; of decreased or increased work. of the cancellation of
the Work Order, or of any other act or acts by PG&E ES or its authorized agents,
under the terms of the Master Agreement or Work Order; and failure to -so notify
the aforesaid surety companies of changes shall in no way relieve the surety
companies of their obligation under the Master Agreement or Work Order.

6.5 WAIVERS AND RELEASES.

6.5.1 UNCONDITIONAL WAIVER AND RELEASE. If SUBCONTRACTOR uses subcontractors to
complete any part of the Construction Work, prior to PG&E ES making any progress
or final payment to SUBCONTRACTOR, SUBCONTRACTOR shall provide to POSE ES from
each Construction subcontractor an Unconditional Waiver and Release at time of
invoicing, in a form acceptable to PG&E ES. that states that the subcontractor
has been paid in full to date for all labor, services, equipment or materials
furnished to the Project at SUBCONTRACTOR's request, and thereby waives and
releases any right to a mechanic's lien, stop notice, or any right against any
bond. except for any disputed amount identified in the release.

6.5.2 CONDITIONAL WAIVER AND RELEASE. In addition to the requirements of Section
6.5.1 herein, prior to PG&E ES making any progress or final payment to
SUBCONTRACTOR. SUBCONTRACTOR shall provide to PG&E ES a Conditional Waiver and
Release at time of invoicing, in a form acceptable to PG&E ES, that states that
upon receipt of payment from PG&E ES for Work under the Work Order,
SUBCONTRACTOR shall waive and release any right to a mechanic's lien, stop
notice, or any right against any bond for Work completed to date, except for any
disputed amount identified in the waiver and release.


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ARTICLE 7. OPERATION AND MAINTENANCE

7.1 GENERAL PROVISIONS. If tie Work Order specifies that SUBCONTRACTOR shall
provide O&M services on behalf of the Customer for the installed Energy Related
Equipment. SUBCONTRACTOR shall be responsible for the O&M of said equipment as
specified in The Work Order. The Work Order shall provide the terms and
conditions under which SUBCONTRACTOR shall provide the O&M services. Such O&M
services may extend beyond the Master Agreement Term, and any such expiration of
the Term shall not affect the obligations of either Priority under the
outstanding and/or incomplete Work Order including the application of the terms
and conditions of the Master Agreement to such Work Order.

7.2 ACCESS TO EQUIPMENT. If SUBCONTRACTOR agrees in an individual Work Order to
be responsible for the O&M of the Energy Related Equipment provided and
installed by SUBCONTRACTOR, SUBCONTRACTOR shall seek from the Customer,
permission for SUBCONTRACTOR C reasonably access said equipment to perform O&M
responsibilities in accordance with the Master Agreement and Work Order. After
termination of the Work Order O&M provisions. SUBCONTRACTOR shall not have any
O&M responsibility for the Energy Related Equipment.

ARTICLE 8. WARRANTY

SUBCONTRACTOR warrants that the Energy Related Equipment and its installation as
specified in each Work Order shall conform to applicable specifications,
drawings, and descriptions and shall be fit for the particular purpose, shall be
merchantable, of good workmanship and material, and free from defect.
SUBCONTRACTOR assumes responsibility for workmanship and warrants the Energy
Related Equipment to be free from defects and is suitable for the purposes
intended by PG&E ES and Customer. SUBCONTRACTOR '5 warranties shall run to PG&E
ES and Customer, shall not E deemed exclusive and shall be in effect for a
period of One (I) Year from the Operational Date of the Energy Related
Equipment, or such Warranty period as specified in the Work Order. If PG&E ES or
the Customer notifies, or SUBCONTRACTOR has notice of any equipment defect or
non-conforming work, SUBCONTRACTOR shall promptly correct the equipment defect
or non-conforming work at its own cost and expense.

ARTICLE 9. TERM OF AGREEMENT

This Master Agreement shall remain-n effect for an initial term of one (1) year
('Term') commending on the Effective Date, and such Term shall be automatically
extended for additional one (1) year terms, unless the Master Agreement is
terminated earlier in accordance with of Article 10 herein. Unless otherwise
stated in a Notice of termination, any termination shall not affect the
obligations of either Panty under any outstanding and/or incomplete Work Order.

ARTICLE 10. TERMINATION

10.1 TERMINATION FOR CAUSE. I either Parity defaults in the performance its
obligations under this Master Agreement. unless such default is due to causes
beyond the control of the defaulting Party per Section 4.7, Force Majeure, and
such default continues for a period of thirty (30) calendar days after the
defaulting Party receives written notice of the default from the non-defaulting
Parity. and the defaulting Party does not -Ere the default or receive written
approval of a proposal and schedule to cure


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the default that is acceptable to the non-defaulting Party within such time, the
non-defaulting Party may terminate this Master Agreement and/or exercise any
right or remedy, provided by law or equity. Upon termination of this Master
Agreement, each Parity shall forthwith return to the other all papers.
materials, and property of the other held by such Parity in connection herewith.
Each Party shall also assist the other in the orderly termination of this Master
Agreement and the transfer of all aspects hereof, tangible and intangible, as
may be necessary for the orderly, non-disrupted business continuation of each
Party.

10.2 TERMINATION FOR INSOLVENCY. Either Party may terminate this Master
Agreement immediately by written notice to the other if: (1) the other Parity
ceases to carry on its business; or (2) a receiver or similar officer's
appointed for the other Party: or (3) the other Parity becomes insolvent, admits
in writing its inability to pay debts as they mature, is adjudicated bankrupt,
or makes an assignment for the benefit of its creditors or another arrangement
of similar import; or (4) voluntary proceedings under bankruptcy or insolvency
laws are commenced by he other Panty, or involuntary proceedings are commenced
and such proceedings have not been discharged within forty-five (45) days.

10.3 TERMINATION FOR CONVENIENCE. PG&E ES shall have the right to terminate
tints Master Agreement at any time during the Term of the Master Agreement for
is convenience upon sixty (60) days advance written Notice to SUBCONTRACTOR.
Upon such termination. each Party shall forthwith return to the other all
papers, materials. and property of the other held by such Party in connection
herewith. Earn Party shall also assist the other in the orderly termination of
this Master Agreement and the transfer of all aspects hereof, tangible and
intangible. as may be necessary for the orderly. non-disrupted business
continuation of each Parity. Notwithstanding the above. SUBCONTRACTOR shall
complete Work under an existing Work Order unless terminated per Sections 10.1
and 10.2 herein.

ARTICLE 11. LIABILITY

11.1 INDEMNIFICATION. Each Panty hereby agrees to protect, indemnify and hold
the other harmless. and to defend the other. with competent counsel reasonably
satisfactory to the indemnified Party, from and against any and all Claims and
the assertion thereof to the extent arising from the negligence, breach of
contractor willful misconduct of tine indemnifying Party, except That neither
Party shall be responsible for Calms arising from the sole negligence or
intentional misconduct of the other Party. In no event shall PG&E ES be liable
to SUBCONTRACTOR, Customer, or others for any indirect, incidental,
consequential or special damages of any kind whatsoever, including without
limitation any loss of revenue or loss of profit, loss of savings. loss of
goodwill. cost of any substitute Energy Related Equipment downtime cost of
capitol, loss of qualification, increased cost of operation. cost of replacement
power or fuel or claims of SUBCONTRACTOR or other third parties, by reason of
anything done or omitted to be done by-PG&E ES in connection with any Work Order
issued under this Master Agreement.


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11.2 INSURANCE. SUBCONTRACTOR shall maintain the following insurance coverage.
SUBCONTRACTOR is also responsible for its lower-tiered Subcontractors
maintaining sufficient limits of the same insurance coverage. (1) Workers'
Compensation and Employers' Liability: Workers' Compensation insurance or
self-insurance indicating compliance with any applicable labor codes, acts, laws
or statutes, state or federal, where SUBCONTRACTOR performs Work. Employers'
Liability insurance shall not be less than $1,000,000 for injury or death each
accident. (2) Commercial General Liability: Coverage shall be at least as broad
as the Insurance Services Office (ISO) Commercial General Liability Coverage
'occurrence' form, with no coverage deletions. The limit shall not be less than
$1,000,000 each occurrence for bodily injury, property damage, and personal
injury. If coverage is subject to a general aggregate limit this aggregate limit
shall be twice the occurrence limit, Coverage shall: a) by 'Additional Insured'
endorsement add as insured PG&E ES. its directors, officers, agents and
employees with respect to liability arising out of Work performed by or for tine
SUBCONTRACTOR: b) be endorsed to specify that the SUBCONTRACTOR's insurance is
primary and that any insurance or self-insurance maintained by POSE ES shall not
contribute with it, (3) Business Auto: Coverage shall be at least as broad as
Insurance Services Office (ISO) Business Auto Coverage form covering Automobile
Liability, Code 1 "any auto.' The limit shall not be less than $1,000,000 each
accident for bodily injury and property damage. (4) Builders Risk: An 'all risk'
Builders Risk insurance policy, including earthquake and flood, shall be
maintained during the course of Construction. Policy shall include coverage for
materials anc equipment to be used while at the Site, offsite or while in
transit to the Site. Coverage shall be written to cover the full replacement
cost of the property. Limits and deductibles shall be approved by PG&E ES. PG&E
ES shall be named as Loss Payee. (5) Additional Insurance Provisions: Before
commencing performance of Work, SUBCONTRACTOR shall furnish PG&E ES with
certificates of insurance and endorsements of all required insurance for
SUBCONTRACTOR. The documentation shall state that coverage shall not be canceled
except after thirty (30) days prior written notice has been give to PG&E ES. The
documentation must be signed by a person authorized by that insurer to bind
coverage on its behalf and shall be submitted to: PG&E Energy Services,
Contracts Department, 345 California Street, Suite 3200, San Francisco, CA
94104. PG&E ES may inspect the original polices or require complete certified
copies upon request. Upon request, SUBCONTRACTOR shall furnish PG&E ES the same
evidence of insurance for its lower-tiered subcontractors as PG&E ES requires of
SUBCONTRACTOR.

11.3 DISPUTE RESOLUTION. In E.-e event of a dispute, controversy, or claim
arising out of or relating to this Master Agreement. the Parties shall confer
and attempt to resolve such matter informally. If such dispute or claim can not
be resolved in this manner, then the dispute or claim shall be referred first to
the Panties' executive officers for their review and resolution. If the dispute
or claim still can not be resolved by such officers, then tine Parties may agree
to submit to non-binding mediation or either Party may file a written demand for
arbitration with the American Arbitration Association ("AAA") and shall send a
copy of such demand to the other Party. The arbitration shall be conducted
pursuant to the Arbitration Rules of the AM in effect at the time the
arbitration is commenced. The award rendered by the arbitrator shall be final
and binding on the Parties and shall be deemed enforceable in any count having
jurisdiction thereof and of 'he Parties. The arbitration shall be heard by one
mutually agreeable arbitrator, who shall have experience in the general subject
matter to which tine dispute relates. The arbitration shall take place in San
Francisco, California unless both Parties mutually agree to a different venue
for arbitration.


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11.4 ATTORNEYS' FEES. In the event that binding arbitration or other litigation
is initiated between PG&E ES and SUBCONTRACTOR, the prevailing Party, as
determined by the Arbitrator or Count, shall be awarded its reasonable
attorneys' fees and costs.

ARTICLE 12. MISCELLANEOUS

12.1 DEFINITIONS. For the purposes of This Master Agreement, including all Work
Orders and Exhibits, the defined terms shall have the meaning as set forth in
EXHIBIT B, Definitions, attached hereto and incorporated herein.

12.2 INDEPENDENT CONTRACTOR. SUBCONTRACTOR's performance of Work under this
Master Agreement and all Work Orders shall be as an independent contractor to
PG&E ES, and not as an employee, representative or agent of PG&E ES, and shall
be responsible for its own work. As an independent contractor, SUBCONTRACTOR
shall employ, at its own expense, all personnel necessary to perform the Work,
represents that all personnel engaged in performing such Work are fully
qualified. authorized, and permitted to do so under all Applicable Laws, and
shall be responsible for all matters including payment of its employees,
compliance with social security. workers compensation requirements. and
withholding for federal, local, and state taxes. In no event shall PG&E ES shall
be held responsible for any actor omission of SUBCONTRACTOR.

12.3 COMPLIANCE WITH LAWS. Each Panty agrees that it shall comply with all
Applicable Laws including federal, state and local laws, ordinances,
regulations, and codes in the performance of this Master Agreement including but
not limited to acquiring licenses, insurance, permits. authorizations.
registrations. or other governmental requirements necessary for performance of
each Party's obligations hereunder.

12.4 GOVERNING LAW/VENUE. This Master Agreement shall be governed by, and
interpreted and construed in accordance with, the laws of the State of
California, without reference to its rules of conflict of laws. For the
enforcement of any dispute resolved pursuant to Articles 10 and 11 of this
Master Agreement, the Parties hereby consent to personal and exclusive
jurisdiction and venue of the State and Federal Courts within the City and
County of San Francisco, California.

12.5 SEVERABILITY. In the event that any provision of this Master Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void. this Master Agreement shall continue in full force and
effect without said provision; provided that no such severability shall be
effective if it materially changes the benefits or burdens of this Master
Agreement to either PG&E ES or Customer.

12.6 ASSIGNMENT. SUBCONTRACTOR shall not transfer or assign any rights or
interests in this Master Agreement or individual Work Orders without the prior
written consent PG&E ES.



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<PAGE>   11


12.7 CHANGES/MODIFICATION/WAIVER. No change or modification to this Master
Agreement nor an: waiver of any rights hereunder, shall be effective unless it
is consented to in writing by both Parties. The failure of a Party to insist
upon compliance with the strict forms of this Master Agreement or to act or
react upon a default in the performance of any obligation hereunder shall not
excuse or constitute any form of waiver of that Party's rights or the other
Party's obligation. The waver of any breach or default shall not constitute a
waiver of any other right hereunder or any subsequent breach or default. 12.8
NOTICES. Any notices hereunder shall be given in writing and shall be delivered
by hand or by first class certified U.S. Mail, return receipt requested to the
addresses set forth below, or to such other address as either Panty may
substitute by written notice to the other in the matter contemplated herein, and
will be deemed given when delivered, or, if delivery is not accomplished by some
fault of the addressee. when tendered.

To PG&E ES:
With copy to;
To SUBCONTRACTOR:

PG&E Energy Services Corporation
6900 East Camelback E. Suite 800
Scottsdale, AZ 86261
Attn: Robert Holmes, -Program Manager,
Phone Number: (480)874-4067
Fax Number: (480) 994-4438

PG&E Energy Services Corporation
345 California Street, Suite 3200
San Francisco, CA 94104
Attention: Manager, Contract
Contract Services
DeMarco Energy Services of America, Inc,
2885 Highway 183, Suite 10&A
Austin, Texas .78750
Attention: Peter Des Camps, Sr. VP
Phone Number: (512)335-1494
Fax Number. (512)335-6380

12.9 THIRD PARTY BENEFICIARIES. This Master Agreement shall not create any third
party beneficiary obligations with respect to any third party.

12.10 CONFIDENTIAL AGREEMENT. The terms and conditions of this Master Agreement
shall be subject. to that certain Mutual Non-Disclosure Agreement between PG&S
ES and SUBCONTRACTOR dated April 12, 1999 which is attached hereto as EXHIBIT C
and incorporated herein.

12.11 DUPLICATE ORIGINALS. Two (2) duplicate originals of this Master Agreement
shall be executed each of which shall be deemed an original but both of which
together shall constitute one and the same instrument.


                                      -11-

<PAGE>   12


12.12 ENTIRE AGREEMENT. This Master Agreement contains the entire agreement
between the Parties and there are no oral or written representations.
understandings. or agreements between the Parties respecting the subject matter
of, this Master Agreement, which are not fully expressed herein.

12.13 EXHIBITS. The Exhibits to this Master Agreement are listed as following
and are fully incorporated herein:

EXHIBIT A Work Order Sample Form
EXHIBIT B Definitions
EXHIBIT C Executed Mutual Non-Disclosure Agreement

IN WITNESS WHEREOF the Parties hereto have executed this Master Agreement as of
the day and year first above written.

PG&E Energy Services Corporation             DeMarco Energy Systems of America,
                                             Inc.

By:                                          By:
Michael Coffin (signature)                   Victor M. DeMarco

Name:                                        Name:
Michael Coffin                               Victor M. DeMarco

Title:                                       Title:
Vice President                               President/CEO



                                      -12-
<PAGE>   13



                                    EXHIBIT A
                             WORK ORDER SAMPLE FORM

PG&E ENERGY SERVICES                               PG&E ES CONTRACT NUMBER: 2131

                           WORK ORDER # _____________

                         SUBCONTRACTOR MASTER AGREEMENT
                    FOR ENERGY RELATED EQUIPMENT AND SERVICES

         THE SUBCONTRACTOR MASTER AGREEMENT (Master Agreement), entered into
[Month, Day, Year] by and between PG&E ENERGY SERVICES CORPORATION, a California
corporation with principal offices at 345 California Street, Suite 3200. San
Francisco, California 94104 ("PG&E ES") and DEMARCO ENERGY SYSTEMS OF AMERICA,
INC., a Utah corporation ("SUBCONTRACTOR"), with principal offices at 12885
Highway 183, Suite 108-A, Austin. Texas 78750 is hereby amended on this date
[ADD DATE OF WORK ORDER] by this Work Order which is fully incorporated into the
MASTER AGREEMENT as follows:

1. CUSTOMER. The Customer for whom the Work will be performed is ______________.
The address and phone number of the customer is _________________________.

2. SCOPE OF WORK/SITE LOCATIONS. The Scope of Work at each Site Location,
including the description of the Energy Related Equipment and other materials to
be provided and installed and any other Work to be performed; Warranty
provisions; and the Operations and Maintenance provisions. if any: to be
provided under this Work Order is identified on ATTACHMENT 1 - "SCOPE OF
WORK/SITE LOCATIONS" attached hereto and incorporated herein, Unless otherwise
described herein. SUBCONTRACTOR shall be responsible for me disposal of alt
lights and ballasts removed from facilities as pant of me Work herein, including
responsibility of such light and ballasts that are deemed hazardous materials.

3. PROJECT SCHEDULE. The Project Schedule for each Site Location where Work
shall be performed by SUBCONTRACTOR pursuant to this Work Order. including
Commencement Date, Substantial Completion Date, and Operational Date is
identified on "ATTACHMENT 2 -PROJECT SCHEDULE" attached hereto and incorporated
herein

4. CONTRACT AMOUNT FOR WORK ORDER. The total Contract Amount for performance of
this Work Order, schedule of payment, and payment terms is as follows: [ ADD
HERE____________]

5. GENERAL TERMS AND CONDITIONS. All other Terms and Conditions provided in the
Master Agreement remain unchanged.



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<PAGE>   14


         IN WITNESS WHEREOF, the Parties hereto have executed this Work Order as
of the day and year first above written.


PG&E ENERGY SERVICES CORPORATION             DEMARCO ENERGY SYSTEMS OF AMERICA,
                                             INC.


By:                                          By:
Name:                                        Name:
Title:                                       Title:



"PG&E Energy Services is not the same company as Pacific Gas and Electric
Company, the utility. PG&E Energy Services is not regulated by the California
Public utilities Commission: and you do not have to buy PG&E Energy Services
products in order to continue to receive quality regulated services from Pacific
Gas and Electric Company, the utility."



                                      -14-

<PAGE>   15


PG&E ENERGY SERVICES                               PG&E ES CONTRACT NUMBER: 2131

                                    EXHIBIT B

                                   DEFINITIONS


         For the purposes of its Master Agreement, including all Work Orders and
Exhibits, the defined terms herein shall have the meaning set forth as follows:

1. APPLICABLE LAWS: "Applicable Laws" shall mean all laws, building codes,
rules, regulations, or orders of any federal, state, county, local, or other
governmental body, agency, or other authority having jurisdiction over the
performance of the Work, as may be in effect at the time the work is completed.

2. CUSTOMER: "Customer" shall mean the owner and/or tenant of the Facility where
SUBCONTRACTOR shall perform the Work pursuant to an applicable Work Order,

3. CLAIMS: "Claims" shall mean any and all actions, claims, losses, damages,
expenses or liabilities of either Party arising from or a result of this Master
Agreement.

4. CONSTRUCTION: "Construction" shall mean any Work to be performed that
involves any and all construction, alteration, repair, addition to, subtraction
from, improving, moving, wrecking or demolishing any building, highway, road,
parking facility, excavation, or other structure or improvement, or to do any
pant thereof, including the erection of scaffolding or other structures or works
in connection therewith, and the cleaning of grounds or structures in connection
with any of the above activities.

5. CONTRACT AMOUNT: "Contract Amount" shall mean the amount of compensation that
shall be paid to SUBCONTRACTOR by PG&E ES for satisfactorily providing and
installing the equipment, and optionally providing operational and maintenance
services for such equipment. described in each Work Order.

6. EFFECTIVE DATE: "Effective Date" shall mean the date this Master Agreement is
fully executed as noted above and is the date the Master Agreement is in full
force and effect.

7. ENERGY RELATED EQUIPMENT: Energy Related Equipment' shall mean the certain
equipment provided and installed, and possibly operated and maintained if
requested in the Work Orders, by SUBCONTRACTOR and includes any and all other
material, hardware, or software, as specified in each Work Order. Such Energy
Related Equipment is and shall remain the personal property of SUBCONTRACTOR,
with all the rights and liabilities associated with such ownership, until the
final acceptance by the Customer, the Operational Date, and PG&E ES has made
final payment to SUBCONTRACTOR of the Contract Amount defined in the Work Order.

8. FACILITY OR FACILITIES: "Facility" or "Facilities" shall mean the
building(s), structure(s) and or other fixtures on the Site Location where Work
shall be performed pursuant to an applicable Work Order,

9. HAZARDOUS SUBSTANCES. "Hazardous Substances" shall mean any hazardous, toxic,
or dangerous wastes, substances, chemicals, constituents. Contaminants,
pollutants, and materials and any other carcinogenic, corrosive, ignitable,
radioactive, reactive, toxic, or otherwise hazardous substances or mixtures
(whether solids, liquids, or gases) now or at any time subject to regulation,
control, remediation, or otherwise addressed under Applicable Laws.

10. INSTALLATION: "Installation" shall mean the setting up and placement of the
Energy Related Equipment in accordance with all Applicable Laws, in the manner
it will be operated, and as defined in the Work Order. Installation wilt not be
deemed complete until the Operational Date and final acceptance by PG&E ES and
the Customer.

11. MASTER AGREEMENT: "Master Agreement" shall mean this Energy Related
Equipment and Services Master Agreement and all Exhibits attached hereto which
are incorporated herein, as the same may be amended or modified from time to
time in accordance with the provisions hereof.


                                      -15-

<PAGE>   16


12.MATERIAL CHANGED CONDITION: "Material Changed Condition" shall mean changes
to the Work, outside the Scope of Work, as defined in Section 4.5, Material
Changed Conditions, herein.

13. OPERATIONAL DATE: "Operational Date" shall mean the date when the Energy
Related Equipment, and other related equipment, is fully installed and
operational. SUBCONTRACTOR shall provide written notice of such date to PG&E ES.
Unless PG&E ES disputes, for reasonable cause, the validity of the notice within
15 days of receiving such report, the same shall be deemed accepted by PG&E ES
as the Operational Date.

14. OPERATIONS AND MAINTENANCE SERVICES OR O&M: "Operations and Maintenance
Services", or O&M, shall mean the provision of operations and maintenance
services for the equipment, and any and all other material, hardware, or
software provided and installed by SUBCONTRACTOR, in accordance with Article 7
herein.

15. PARTY OR PARTIES: "Party" or "Parties" shall mean PG&E ES, SUBCONTRACTOR.-
each or both of them, as the context may require pursuant to the terms and
conditions of this Master Agreement.

16. PROJECT: "Project" shall mean the entirety of Work to be performed by
SUBCONTRACTOR, as well as all efforts of PG&E ES, CITGO, Customer. and other
entities, all as an integrated whole.

17. SITE LOCATION: "Site Location" shall mean the location of the facility where
the Energy Related Equipment, other related equipment, and any Test Equipment
will be installed, as described and identified in the Work Order.

18. TIME: "Time" shall mean the time period within which the SUBCONTRACTOR shall
complete the Work in accordance with the Work Order Project Schedule.

19. RETENTION: "Retention" shall mean the amount to be withheld by PG&E ES from
each payment to SUBCONTRACTOR, in the amount of ten (10%) percent, to ensure
SUBCONTRACTOR'S performance and completion of the Work as defined in the Work
Order.

20. WARRANTY: "Warranty" shall mean, unless otherwise defined in the Work Order,
the Energy Related Equipment provided and installed by SUBCONTRACTOR shall
conform to applicable specifications and shall be fit for the particular
purpose, shall be merchantable. of good workmanship and material, and free from
defect for a period of one (1) year from the Operational Date as defined herein.

21. WORK: "Work" shall mean the all the equipment and services described in each
Work Order to be provided. installed and performed by SUBCONTRACTOR. Depending
on the terms of each Work Order, the Work may include SUBCONTRACTOR designing,
supplying, installing, maintaining. operating, and warranting of certain Energy
Related Equipment, and providing any other energy-related services specified in
the Work Order. The Work described in each Work Order shall also include all
labor necessary to produce such services, all materials, fabrications,
assemblies, and equipment incorporated or to be incorporated in such
installation.

22. WORK ORDER: "Work Order" shall mean the document more fully described in
Article 3 of this Master Agreement. To be effective, each Work Order must be
executed by both Parties.


                                      -16-